Sampat Aluminium Ltd Directors Report

To,
Dear Shareholders,

Your Directors have pleasure in presenting 27th (Twenty-Seventh) Annual Report together with the Audited Financial Statements of the Company for the Financial Year ("FY") ended on 31st March, 2026.

FINANCIAL RESULTS:

(Rs. in Lakhs)

PARTICULARS	Year Ended on 31st March, 2026	Year Ended on 31st March, 2025
Revenue from Operations	17,800.98	13,271.85
Other Income	9.40	28.24
Total Revenue	17,810.39	13,300.09
Total Expenses	17,066.13	12,372.26
Profit Before Tax	744.26	927.83
Payment & Provision of Current Tax	178.43	235.39
Deferred Tax Expenses/(Income)	28.48	3.20
Profit After Tax	594.31	689.24

STATE OF COMPANYS AFFAIRS:

During the year under review, your company recorded Revenue from Operation of Rs. 17,800.98. The Net Profit for FY 2025-26 is 594.31 lakhs as compared to FY 2024-25 at 689.24 lakhs.

CHANGE IN NATURE OF BUSINESS, IF ANY:

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

DIVIDEND:

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your directors have decided not to recommend any dividend for the period under review.

TRANSFER TO RESERVES:

During the period under review, the Company has not transferred any profit to reserves.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Companys website at https://sampataluminium.com/

SHARE CAPITAL

During the period under review, share capital of the Company as on 31st March, 2026.

a. Authorized Share Capital of the Company:

The Authorized Share Capital of the Company is Rs. 10,00,00,000/- (Rupees Ten Crore) divided into 90,00,000 (Ninety Lacs Only) Equity Shares of face value of Rs. 10/- (Rupees Ten) each having total Rs. 9,00,00,000 (Nine Crore Rupees) Equity Shares Capital AND 10,00,000 (Ten Lacs Only) Preference Shares of face value of Rs. 10/- (Rupees Ten) each having total Rs. 1,00,00,000 (One Crores Rupees) Preference Shares Capital.

b. Paid up Share Capital of the Company:

At present, paid up Share Capital of the Company stands at Rs. 8,48,11,000/- (Rupees Eight Crores Forty-Eight Lacs Eleven Thousand only) comprising of 84,81,100 (Eighty-Four Lacs Eighty-One Thousand and One Hundred) Equity Shares of Rs. 10/- (Rupees Five only) each ("Equity Shares").

[Note: The source text says "Rupees Five only" but the face value is stated as Rs. 10/-. This appears to be an error in the source document.]

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

Other than as stated elsewhere in this report, there were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year to which this financial statement relates on the date of this Annual Report except to open offer made by company during the year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

DEPOSITS:

During the financial year, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE:

To meet the funds requirement of working / operational capital your Company utilize the internal accruals as funds.

CREDIT RATING:

The provisions related to Credit Rating is not applicable to the Company.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES

Your Company does not have any holding, subsidiary, associate or any joint venture.

MERGERS AND ACQUISITIONS:

There were no mergers/acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company on 31st March, 2026 is as under:

i) Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Sanket Sanjay Deora (DIN: 01417446) Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.

ii) APPOINTMENT AND RESIGNATION OF DIRECTORS

During the period under review, there were no change in appointment and Resignation of Directors.

iii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with Schedules & Rules issued thereunder as well as Regulation 16 of the Listing Regulations.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

During the period under review, separate Meeting of Independent Director of the company was held on 22nd September, 2025.

iv) Key Managerial Personnel (KMP):

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed there under, the following executives have been designated as Key Managerial Personnel (KMP) of the Company.

1. Mr. Bhushan Pramod Puranik - Company Secretary
2. Mr. Shashank Shekhar Chaturvedi - Chief Financial Officer

During the period under review, there were no change in appointment and Resignation of Key Managerial Personal.

MEETINGS OF THE BOARD:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters. During the year, Fourteen (14) Board meetings were convened and held on 30/06/2025, 01/07/2025, 16/07/2025, 04/08/2025, 22/08/2025, 28/08/2025, 01/09/2025, 09/09/2025, 22/09/2025, 27/09/2025, 14/11/2025, 18/12/2025, 28/02/2026 & 28/03/2026 respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

Name of Director	Designation & Category	No. of Board Meetings attended
Sanket Sanjay Deora	Executive Managing Director	14
Sanjay Vimalbhai Deora	Executive Director	14

[Note: The page begins with a stray "14" before the table. This appears to be a formatting artifact.]

Name of Director	Designation & Category	No. of Board Meetings attended
Virenkumar Ghanshyambhai Patel	Non-Executive Director	14
Monika Gaurav Gupta	Non-Executive Independent Director	14
Niki Nitin Thakkar	Non-Executive Independent Director	14

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts for the year ended on 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistently and made judgments 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 31st March, 2026 and of the Profit of the Company for the period ended on 31st March, 2026.
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis;
e) The Directors had laid down Internal Financial Controls (IFC) and that such Internal Financial Controls are adequate and were operating effectively.
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during the year. The details of the same are given in the Corporate Governance Report and also posted on the website of the Company at https://sampataluminium.com/.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance and that of its statutory committees Viz., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and also of the individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Directors on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The entire Board carried out the performance evaluation of the Independent Directors and also reviewed the performance of the Secretarial Department.

As required under the provisions of the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 22.09.2025 to evaluate the performance of the Chairman, Non-Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/or Committee of the Board, approved by the Board of Directors within the overall ceilings prescribed under the Act and Rules framed thereunder.

All the Executive Directors (i.e., Chairman/Managing Director/Whole-time Director) are paid remuneration as mutually agreed between the Company and the Executive Directors within the overall limits prescribed under the Companies Act, 2013.

In determining the remuneration of the Senior Management Employees, the Nomination and Remuneration Committee ensures / considers the following:

The remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus; The remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Companys performance vis-?-vis the annual budget achievement, individuals performance vis-?-vis Key Result Areas (KRAs) / Key performance Indicators (KPIs), industry benchmark and current compensation trends in the market.

Nomination & Remuneration policy is available on website of the company i.e. https://sampataluminium.com.

CODE OF CONDUCT:

The Board of Directors has adopted the Policy on Code of Conduct in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation.

The code of practices and procedures for fair Disclosures of unpublished price sensitive information and code of conduct to regulate, monitor and report trading by Insiders is available on the website https://sampataluminium.com/.

All Board members and Senior Management Personnel have affirmed compliance of the Code of Conduct. A declaration to this effect, signed by the Managing Director of the Company forms part of this Report. The Board has also adopted separate code of conduct with respect to duties of Independent Directors as per the provisions of the Companies Act, 2013.

1. Audit Committee:

The composition of committees constituted by Board along with changes, if any, forms part of the Corporate Governance Report, which forms part of this Annual report.

I. Audit Committee:

The Company has constituted an Audit Committee as per the requirement of the Companies Act, 2013.

During the year under review Eight (8) meetings were held viz. 30-06-2025, 16-07-2025, 22-08-2025, 28-08-2025, 09-09-2025, 27-09-2025, 20-12-2025 and 28-02-2026. The Composition and attendance of the Committee s as under:

Sr. No. Name of Member	Chairman/Member	No. of Meetings attended
1 Ms. Niki Nitin Thakkar	Chairman	8
2 Ms. Monika Gaurav Gupta	Member	8
3 Mr. Sanket Sanjay Deora	Member	8

TERMS OF REFERENCE:

The terms of reference of the Audit Committee are as under:

Overseeing the Companys financial report process and the disclosure of its financial information. To recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity. To approve the payment to statutory auditors for any other services rendered by the statutory auditors. To review, with the management, the financial Statements and Auditors Report thereon before submitting to the board for approval. To review quarterly, half yearly and Annual Financial results before submission to the Board. To review, with Management, the statement of uses/application of funds raised through issue, the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter. To review and monitor the auditors independence and performance, and effectiveness of audit process. To approve any subsequent modification of transactions of the listed entity with related parties. Scrutiny of inter-corporate loans and investments. Valuation of undertakings or assets of the listed entity, wherever it is necessary. Evaluation of internal financial controls and risk management systems. To review the adequacy of internal control systems with the management, external & internal auditors. To review, with the management, performance of statutory and internal auditors, adequacy of the internal control systems. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) (in case of non-payment of declared dividends) and creditors. To review the functioning of the whistle blower mechanism.

Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate. Discussion with external auditors about the nature and scope of audit including their observation. To investigate into any matter referred to by the Board.

II. Stakeholders Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee in terms of the requirements of the Companies Act, 2013.

During the year under review One (1) meetings was held viz. 22/09/2025. The Composition and attendance of the Committee is as under:

Sr. No. Name of Member	Chairman/Member	No. of Meetings attended
1 Mr. Virenkumar Ghanshyambhai Patel	Chairman	1
2 Ms. Monika Gaurav Gupta	Member	1
3 Ms. Niki Nitin Thakkar	Member	1

TERMS OF REFERENCE:

The terms of reference of the Stakeholder Relationship Committee are as under:

Redressal of shareholders/investors complaints; Reviewing on a periodic basis the Approval of Transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent; Issue of duplicate certificates and new certificates on split/consolidation/renewal; Non-receipt of declared dividends, balance sheets of the Company; and Carrying out any other function as prescribed under the Listing Compliances.

III. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013.

During the year under review One (1) meetings was held viz. 28/03/2026. The Composition and attendance of the Committee is as under:

Sr. No. Name of Member	Chairman/Member	No. of Meetings attended
1 Ms. Monika Gaurav Gupta	Chairman	1
2 Mr. Virenkumar Ghanshyambhai Patel	Member	1
3 Ms. Niki Nitin Thakkar	Member	1

TERMS OF REFERENCE:

The terms of reference of the Nomination and Remuneration Committee are as under:

• To recommend to the Board, the remuneration packages of the Companys Managing/Joint Managing/Whole time /Executive Directors, including all elements of remuneration package (i.e., salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed components and performances linked incentives along with the performance criteria, service contracts. notice period, severance fees, etc.);
• To be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Companys policy on specific remuneration packages for Companys Managing/Joint Managing/Whole time /Executive Directors, including pension rights and any compensation payment;
• Such other matters as May from time to time are required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

IV. Risk Management Committee:

The provisions regarding the Risk Management Committee does not apply to the Company.

V. Corporate Social Responsibility Committee:

The provisions of Section 135 of the Companies Act, 2013 relating to the constitution of CSR Committee does not apply to the Company. The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure-A to this Report.

RELATED PARTY TRANSACTIONS (RPT):

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2013 all the contracts and arrangements with related parties entered by the Company during the financial year were in ordinary course of Business and on arms length basis. Details of the transactions are as mentioned in AOC-2 attached herewith as an Annexure B.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is put up on the Companys website and can be accessed at https://sampataluminium.com/.

AUDITORS AND AUDITORS REPORT:

Statutory Auditors:

The Notes to the Financial Statements referred in the Auditors Report are self-explanatory.

Explanation to Qualifications, Reservations, Remarks or Adverse Comments made by the Statutory Auditors in their Report u/s 143 and CARO, 2020

Pursuant to Section 134(3)(f) of the Companies Act, 2013, the Board of Directors submits the following explanation in respect of the observations, remarks and disclosures made by the Statutory Auditors, M/s S. N. Shah & Associates, Chartered Accountants, in their Independent Auditors Report dated 28/05/2026 (including Annexure-A, the CARO Annexure, and Annexure-B, the Internal Financial Controls Report) on the financial statements for the year ended 31st March, 2026.

1. Non-availability of Audit Trail (Edit Log) records
   Reference: Report on Other Legal and Regulatory Requirements, Para 2(h)(v) read with Annexure-B (Internal Financial Controls Report)

The Auditors have expressed an unmodified (unqualified) opinion on the financial statements. There is no qualification, disclaimer or adverse opinion on the financial statements as a whole. However, the following matters and remarks contained in the Report require explanation as set out below:

Sr. No. Auditors Observation / Remark

Boards Explanation & Management Reply

1 The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log). The Company has not provided audit trail records for the entire period ended 31st March, 2026. In the absence of such records, the Auditors are unable to comment on whether the audit trail feature was enabled and operated throughout the year for all relevant transactions, or whether it was tampered with, or whether it has been preserved as per the statutory record-retention requirement.

The Companys accounting software has the audit trail (edit log) feature enabled on a going-forward basis. Due to certain configuration and data-migration constraints during the year, the audit trail logs could not be extracted and furnished for the entire year under audit. The Board confirms that no instance of tampering or unauthorised alteration of accounting records has come to its notice. The Company has taken corrective steps to ensure that the audit trail feature remains continuously enabled, is backed up periodically, and is retained as required under the Companies (Accounts) Rules, 2014, so that complete records are available for verification in future periods.

2. Variation of more than 10% between quarterly stock statements filed with the bank and the books of account

Reference: CARO 2020, Paragraph 3(ii)(b)

Sr. No. Auditors Observation / Remark

Boards Explanation & Management Reply

2 The Company has been sanctioned working capital limits in excess of Rs. 5 crore from Union Bank of India on the security of current assets. On verification of the quarterly stock statements filed with the bank vis-a-vis the books of account, a variation of more than 10% was noted for the quarters ended September 2025 (12.72%) and March 2026 (12.43%), aggregating to Rs. 553.94 lakh and Rs. 538.88 lakh respectively.

The variation arose because the stock and book-debt statements were submitted to the bank on the basis of provisional/unaudited figures available as on the date of submission, ahead of the finalisation of accounting entries for that period, as is customary practice for periodic bank reporting. The variance is a timing difference and does not represent any diversion, understatement or misstatement of stock. The Company has since strengthened its month-end closing procedures and will align the cut-off for provisional stock statements more closely with the books of account to minimise such variances going forward.

[Note: The source jumps from observation #2 to observation #5. Observations #3 and #4 appear to be missing from the source document. This is marked as a potential source omission, not a rendering error.]

5. Delay in transfer of unspent CSR amount to the specified Fund

Reference: CARO 2020, Paragraph 3(xx)

Sr. No. Auditors Observation / Remark

Boards Explanation & Management Reply

5 In respect of CSR obligations other than ongoing projects, an amount of Rs. 13.18 lakh remained unspent for FY 2025-26 and had not been transferred to a Fund specified in Schedule VII to the Companies Act, 2013, within six months of the end of the financial year, as required under the second proviso to Section 135(5) of the Act.

The shortfall in CSR spend for FY 2025-26 arose mainly on account of the Companys focus on IPO-related activities and capital expansion during the year, which constrained the identification and execution of suitable CSR projects within the year. The Board confirms that it is actively identifying eligible CSR implementation partners/projects and is committed to transferring the unspent amount of Rs. 13.18 lakh to the Fund specified in Schedule VII (e.g., the PM National Relief Fund or another eligible fund) at the earliest, and in any event within the timeline permitted under Section 135(5) read with the CSR Rules. The Board will ensure closer monitoring of the CSR budget and spend cadence in the current financial year to avoid recurrence.

Concluding Remarks

Save and except the matters explained above, there are no other qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors in their Report on the financial statements, CARO Annexure, or the Internal Financial Controls Report for the financial year ended 31st March, 2026, that require explanation under Section 134(3)(f) of the Companies Act, 2013.

This explanation forms part of, and shall be read together with, the Directors Report for the financial year 2025-26.

M/s. S N SHAH & ASSOCIATES., Chartered Accountants (Registration No. 129110W), appointed for the term of 5 years from F.Y. 2024-25 and holds office till the conclusion of Sixth Annual General Meeting for the Financial Year ending on 31st March, 2029. As required under Regulation 33(d) of SEBI (LODR) Regulations, 2015 the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Secretarial Auditors:

Pursuant to 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, your Company had engaged the services of M/s. Utkarsh Shah & Co. (Membership No. F12526, COP: 26241), a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2026. The Secretarial Audit Report in Form No. MR-3 for the financial year ended 31st March, 2026 is annexed to this report as Annexure-C.

The Secretarial Auditor has made an observation and Board of Directors of your Company has already Complied on the respective Observations.

Explanation to Secretarial Auditors Remarks/Qualifications:

Pursuant to Section 134(3)(f) of the Companies Act, 2013, the Boards comments on the observations/qualifications made by the Secretarial Auditor in the Secretarial Audit Report (Annexure-C) for the financial year ended 31st March, 2026 are as under:

An amount of Rs. 13.18 lakh remained unspent towards CSR activities (other than ongoing projects) for FY 2025-26 and was not transferred to a Fund specified in Schedule VII as on the report date.

Boards Reply: The Board acknowledges the observation. The unspent CSR amount of Rs. 13.18 lakh could not be transferred to the specified Schedule VII Fund within the stipulated timeline due to delay in identification of an appropriate implementing agency and fund. The Company wishes to assure that it remains fully committed to its CSR obligations and the said amount has since been shortly be transferred to the specified Fund under Schedule VII, along with applicable interest, if any, in terms of Rule 10 of the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company has also strengthened its internal monitoring mechanism to ensure timely compliance with Section 135(5) in future financial years.

(b) Non-compliance with Regulation 3(5) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 - Structured Digital Database (SDD)

Observation: The Company had not maintained/updated the Structured Digital Database (SDD) in the manner prescribed under Regulation 3(5) of the SEBI (PIT) Regulations, 2015 for the year under review.

Boards Reply: The Board takes note of the observation. The Company has since taken corrective steps to maintain and regularly update the Structured Digital Database, capturing the names of persons/entities with whom Unpublished Price Sensitive Information (UPSI) is shared, along with their PAN or other identifiers, with appropriate time-stamping and internal controls to preserve the integrity of the database, in compliance with Regulation 3(5) of the SEBI (PIT) Regulations, 2015. The Company Secretary/Compliance Officer has been entrusted with the responsibility of ensuring ongoing and timely compliance in this regard.

Internal Auditor:

The Internal Auditor has carried out the internal audit for the reporting period.

Frauds Reported by Auditors

During the year under review, no instance of fraud in the Company was reported by the Auditors.

DIVIDEND DISTRIBUTION POLICY

The provisions related to dividend distribution policy uploaded on the website of the Company i.e. https://sampataluminium.com.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in its place adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operation of Internal Finance Control System was observed.

For all amendments to Accounting Standards and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies, financial results including revised disclosures to the Audit Committee. The approach and changes in policies are also validated by the Statutory Auditors.

Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management were presented to the Audit Committee. The status of implementation of the recommendations were reviewed by the Audit Committee on a regular basis and concerns if any were reported to the Board.

As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have expressed their views on the adequacy of Internal Financial Control in their Audit Report.

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behavior, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. We confirm that no director or employee has been denied access to the Audit Committee during FY 2025-26.

The Policy provides that no adverse action shall be taken or recommended against any employee in retaliation to his/her disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Company. The same is available on the Companys Web Site https://sampataluminium.com/.

With a view to regulate trading in securities by the Directors and Designated Employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading (Code) and Vigil Mechanism/Whistle Blower Policy. The Code also covers the policy and procedures for inquiry in case of leak of Unpublished Price Sensitive Information (UPSI) or suspected leak of UPSI. The Code/Policy is available on the website of the Company https://sampataluminium.com/.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2025-26. The details regarding the same is enclosed as Annexure-D.

[Note: The page begins with a stray "1" before the heading. This appears to be a formatting artifact.]

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure-E.

CORPORATE GOVERNANCE:

CORPORATE GOVERNANCE: Being SME BSE Listed Company by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Boards Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as per Annexure-F.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report does not applicable to the Company.

INSURANCE:

INSURANCE: The Companys Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy. The Company covers the properties on full sum insured basis on replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT:

ENVIRONMENT: As a responsible corporate citizen and as company is involved in textile business and environment safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms.

[Note: The source mentions "textile business" here, but the company is in aluminium manufacturing. This appears to be a source document error.]

INDUSTRIAL RELATIONS:

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

During the year under review, the Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

(B) No One Time Settlement:

There was no instance of one-time settlement with any Bank or Financial Institution.

(C) General Shareholders Information

Particulars	Details
Annual General Meeting	26th September, 2026 at 3.00 PM. through Video Conferencing /Other Audio Visual Means (VC).
Financial Year	April 01, 2025 to March 31, 2026
Record Date for Dividend	Not Applicable
Dividend Payment Date	Not Applicable
Listing Details	Equity Shares are listed on the following Stock Exchanges: BSE Limited: SME Emerge Platform. The Annual Listing Fees for the year 2025-26 has been paid to the BSE Limited.
Stock Code	BSE Ltd. – 544520
ISIN Number	INE10XS01012
CIN	L27203GJ1999PLC036129
Registrar and Share Transfer Agent	Cameo Corporate Services Limited, Subramaniam Building, No. 1, Club House Road, Chennai – 600002, India
Address for Correspondence	All enquiries, clarification and correspondence should be addressed to the Company Secretary and Compliance Officer: Bhushan Pramod Puranik, Company Secretary.

(D) Registrar & Transfer Agent

The work related to Share Transfer Registry in terms of both physical and electronic mode is being dealt with by M/s Cameo Corporate Services Limited, Subramaniam Building, No. 1, Club House Road, Chennai - 600002, India.

(E) Share Transfer System:

The share transfer activities under physical mode are carried out by the RTA. Shares in physical mode which are lodged for transfer are processed and returned within the stipulated time. Physical shares received for dematerialization are processed and completed within a period of 21 days from the date of receipt. Bad deliveries are promptly returned to Depository Participants (DPs) under advice to the shareholders.

ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other business partners for the excellent support received from them during the year. The Directors place on record unstinted commitment and continued contribution of the Employee to the Company.

By Order of the Board

For SAMPAT ALUMINIUM LIMITED

Sanket Sanjay Deora

Chairman & Managing Director

DIN: 01417446

Date: 03rd September, 2026

Place: Gandhinagar