BOARD S REPORT
To
The Members of Sampre Nutritions Limited
The Board of Directors ("Board") have pleasure in presenting the
thirty-fourth (34th) Annual Report on the business and operations of Sampre Nutritions
Limited ("the Company") together with the audited standalone and consolidated
financial statements for the financial period ended 31 March 2025.
BUSINESS, AND FINANCIAL POSITION AND CORPORATE STRUCTURE
1. State of Affairs
The Company is engaged in the business of manufacturing, producing, and processing a
wide range of food, beverage, healthcare, and personal care products, including soft
drinks, confectioneries, cosmetics, and therapeutic items. It operates as a distributor,
stockist, and liaison for these products both in India and internationally, representing
various manufacturers and importers. The company also acquires scientific know-how,
undertakes turnkey projects and collaborations to set up similar industries, and
fabricates essential machinery and equipment to support its manufacturing activities.
The year under review was marked by a mixed economic environment. The Indian economy
continued to demonstrate resilience with GDP growth estimated at 6.5% in 2024-25,
supported by robust domestic consumption, government capital expenditure, and recovery in
manufacturing. Inflation moderated to within the RBI's tolerance band and the external
sector remained stable despite global headwinds and tariff uncertainties.
Within this backdrop, the confectionery industry experienced both opportunities and
challenges. Demand for innovative and affordable products continued to grow, supported by
demographic shifts and increasing urban consumption. At the same time, the industry faced
pressures from rising input costs, evolving regulatory standards, and tariff changes
impacting trade dynamics.
For the Company, the year reflected these broader trends. While turnover was INR
2249.87 lakhs on a standalone basis, margins were under pressure due to elevated raw
material prices and higher Due to FCCB expenses incurred financing costs, resulting in a
net loss of INR 533 lakhs for 2024-25. Nevertheless, significant steps were taken to
strengthen the balance sheet, including reduction of borrowings which lowered the
debt-equity ratio to 0.18 times, and improved inventory management that reduced holding
levels by over 45%. Book value per share rose to INR 44.06, reflecting improved capital
structure despite reported losses.
The Board wish to emphasize that the long-term fundamentals of the Company remain
intact. Focused investments in product innovation, brand building, and operational
efficiency are expected to position the Company favourably to capture emerging
opportunities in the confectionery sector. The management continues to adopt a prudent and
disciplined approach to cash flows, risk management, and governance to ensure sustainable
value creation for stakeholders.
There has been no change in the business of the Company during the financial year ended
31 March 2024.
2. Financial Summary
During the financial period ended 31 March 2025, the Company has recorded financials,
the summary of which is shown below:
|
|
(All amounts in INR Lakhs except EPS) |
Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Total Income |
2,549.87 |
2,526.49 |
2,548.76 |
2,526.49 |
Total Expenses |
(3,266.05) |
(2,469.96) |
(3,301.26) |
(2,477.75) |
Profit before Tax |
(716.18) |
56.53 |
(752.50) |
48.74 |
Tax Expense |
(14.74) |
(25.58) |
(14.74) |
(25.58) |
Profit after Tax |
(730.92) |
30.95 |
767.24) |
23.16 |
Other Comprehensive Income Total Comprehensive Income |
- |
- |
- |
- |
Earnings Per Share |
|
|
|
|
Basic EPS |
(5.17) |
0.45 |
(5.43) |
0.34 |
Diluted EPS |
(5.17) |
0.33 |
(5.43) |
0.34 |
The Figures in brackets represent deductions. The above figures are extracted from the
audited standalone and consolidated financial statements of the Company as per the
relevant Accounting Standards prescribed under the Companies Act, 2013 ("the
Act") and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), 2015 ("Listing Regulations"). The equity shares are at
nominal value of INR 10 (Indian Rupees ten) per share. The directors are confident that
the performance and operations of the Company will improve in the coming years.
3. MD and CFO Certification
In terms of Regulation 17(8) read with Part B of Schedule II of the Listing
Regulations, a certificate from Brahma Gurbani, Managing Director and Vamshi Srinivas
Vempati, Chief Financial Officer of the Company addressed to the Board, confirming the
correctness of the financial statements for the financial year ended 31 March 2025,
adequacy of the internal control measures and reporting of matters to the Audit Committee,
is annexed to this Annual Report in Annexure 1.
4. Code of Conduct
In compliance with Regulation 17(5) of the Listing Regulations, the Board of Directors
have framed and adopted Code of Conduct ("the Code") for Directors and Senior
Management of the Company. The Code provides guidance on ethical conduct of business and
compliance of law. The Code is available on the Company's website at
https://sampreltd.com/pdf/policies-and-practices/code-of- conduct.pdf.
All members of the Board and Senior Management personnel have affirmed the compliance
with the Code as on 31 March 2025. A declaration to this effect, signed by the Managing
Director in terms of the Listing Regulations, is given in the Corporate Governance Report
forming part of this Annual Report in Annexure 2.
5. Appropriations
During the period under relevance, the Company has not transferred any amount to the
reserves and accordingly, the entire balance available in the Statement of Profit and Loss
is retained in it.
6. Dividend
The Board after considering holistically the relevant circumstances have not
recommended any dividend for the period under review considering the Company wishes to
plough back the profits and conserve resources for future growth and expansion.
7. Investor Education and Protection Fund
In terms of the provisions of Section 125 of the Act and the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 made
thereunder, the amount that remained unclaimed for a period of 7 (Seven) years is required
to be transferred to the Investor Education and Protection Fund ("IEPF")
administered by the Central Government. During the year under review there no amount of
unpaid dividend and shares which were transferred to the IEPF.
8. Subsidiary, Associate or Joint Venture Companies
The Company has established wholly owned subsidiaries namely "Sampre Nutritions
FZCO" in Silicon Oasis Free Zone, Dubai, United Arab Emirates and "Sampre
Nutritions Holding Limited" in England, United Kingdom.
Pursuant to Section 129(3) of the Act, the statement containing the salient features of
the financial statement of the Company's subsidiaries, associates and joint ventures is
given in Form AOC-1 as Annexure4.
Further, the audited financial statements and the related documents of the
subsidiaries, associates and joint ventures shall be kept open for inspection at the
registered office of the Company. The Company will also make available copy thereof upon
specific request by any member of the Company interested in obtaining the same. Further,
pursuant to Ind AS 110 issued by the Institute of Chartered Accountants of India, the
consolidated financial statements presented by the Company in this Annual Report include
the financial information of its subsidiary.
9. Listing on Stock Exchanges
The Company's shares are listed on the BSE, with the scrip code 530617.
CORPORATE GOVERNANCE
10. Management Discussion and Analysis
In terms of Regulation 34(2) (e) read with Part B of Schedule Vof the Listing
Regulations, the Management Discussion and Analysis forms part of this Annual Report and
is set out in Annexure 5.
11. Corporate Governance
Our corporate governance practices, deeply rooted in our core values, encompass our
culture, policies, and stakeholder relationships. Integrity and transparency are pivotal
in fostering stakeholder trust. We prioritise member value, adhering to legal, ethical,
and sustainable standards. The Board fulfils its broad fiduciary duties, acknowledging its
significant responsibilities. Our disclosures adhere to international governance
standards, reflecting our commitment to industry best practices. We persist in enhancing
long-term member value while respecting minority member rights in our strategic decisions.
12. Vigil Mechanism
The Company is committed to fostering an ethical and transparent work environment where
the directors and employees can report genuine concerns related to misconduct, ethical
violations, or potential legal issues. While Regulation 22 of the Listing Regulations, was
not applicable to the Company during the year, we remain dedicated to supporting a
workplace culture where individuals feel encouraged to raise concerns responsibly and
without fear of retaliation, thus upholding the principles of accountability and integrity
in all business operations. The vigil mechanism and whistle blower policy has been
disclosed on the website of the Company at https://
sampreltd.com/pdf/policies-and-practices/whistleblower-policy.pdf.
BOARD OF DIRECTORS
13. Board Diversity
The Company acknowledges the significance of a diverse Board for its growth. We are
confident that a genuinely diverse Board will harness variations in thought, perspective,
regional and industry backgrounds, cultural and geographical diversity, age, ethnicity,
race, gender, knowledge, and expertise. This inclusive approach extends to areas such as
finance, diversity, global business, leadership, information technology, mergers and
acquisitions, board service, governance, sales and marketing, environmental, social and
governance, risk management, cybersecurity, and other domains. This diversity is integral
to maintaining a competitive advantage.
14. Board Composition and Key Managerial Personnel
As on 31 March 2025, the Board consisted of six (6) directors with an optimum mix of
two (2) Executive Directors and four (4) Non-Executive Independent Directors. The Board
also consists of one (1) Woman Director as a Non-Executive Independent Director. The
details of the Board Composition are outlined in the Corporate Governance Report forming
part of the Annual Report.
As per Section 152(6) of the Act and other applicable provisions of the Act, Brahma
Gurbani, being liable to retire by rotation at ensuing Annual General Meeting of the
Company has offered himself for reappointment.
The number of directorships of the directors are within the limits of Section 165 of
the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014.
15. Committees of the Board
As on 31 March 2025, the Company had three (3) committees: Audit Committee, Nomination
and Remuneration Committee and Stakeholders' Relationship Committee. The composition,
terms of reference of the Committees and number of meetings held during the year are
provided in the Corporate Governance Report, which forms a part of this AnnualReport.
16. Board Meetings and Committee Meetings
The Board and the Committees meets at regular intervals to discuss and decide on the
Company's business policy and strategy. The notice and agenda with notes on each agenda
item for the Board meetings and Committee meetings is circulated at least a week prior to
the date of the meeting. The quorum was met on all the meetings of the Board and the
Committees. The details of the Board Meetings with the dates, and attendances of each
directors and committee members is provided in the Corporate Governance Report forming
part of this Board's Report.
17. Independent Directors
The Company has received necessary declarations from each independent director under
Section 149(7) of the Act, that they meet the criteria of independence laid down in
Section 149(6) of the Act and the Listing Regulations. The independent directors also have
confirmed compliance with Rule 6 of the Companies (Appointment and Qualifications of
Directors) Rules, 2014, as amended relating to inclusion of their name in the databank of
independent directors. Additionally, a declaration from the independent directors have
been obtained to the effect they have not been debarred from holding office of a director
by virtue of any order passed by SEBI or any other such authority.
18. Statement Regarding Independent Director
In the opinion of the Board, the independent directors comprise persons of high
integrity and possess relevant expertise and experience in their respective fields. All
the independent directors of the Company have valid registration with the Independent
Director's database maintained by the Indian Institute of Corporate Affairs
("MCA") and also completed the online proficiency test conducted by the MCA,
wherever required.
19. Policy on Directors' Appointment and Remuneration
In terms of Section 178(3) of the Act, the Board has formulated a policy on
qualifications, positive attributes and independence of a director, key managerial
personnel and senior management of the Company. Furthermore, the policy also determines
the diversity of the Board and criteria for determining the remuneration to the directors,
key managerial personnel and senior management of the Company. The Salient Features of the
Policy is provided in Annexure 6and is also uploaded on the website of the Company at
https://sampreltd.com/pdf/policies-and-practices/nomination-and- remuneration-policy.pdf.
20. Board Performance Evaluation
The Company has highly committed and dedicated professionals as well as directors on
the Board of the Company. The directors follow an efficient mechanism for annual
evaluation of performance by directors and their committees. The mechanism basically is
based upon the principle of enhancement in Company's efficient governance and bringing
higher levels of transparency, legacy and accountability in working of the Company.
Broadly, the evaluation framework for assessing the performance of directors comprises of
the following key areas:
a. Attendance in the Board and Committee meetings
b. Quality of contribution to deliberations
c. Strategic perspectives or inputs regarding future growth of Company and its
performance
d. Providing perspectives and feedback going beyond information provided by the
management
e. Commitment to member and other stakeholder interests
Pursuant to Section 134(3)(p) read with Rule 8(4) of the Companies (Accounts) Rules,
2014, the formal annual evaluation needs to be made by the Board of its own performance
and that of its committees and individual directors. The Board has carried out annual
performance evaluated of its own performance, the Committee and director individually
including independent directors. The performance evaluation of the non-independent
directors was carried out by the independent directors. The directors expressed their
satisfaction with the evaluation process.
21. Directors' Responsibility Statement
The Board would like to inform the members to the best of their knowledge and belief
and according to the information and explanation obtained by them, that the audited
financial statements for the financial year ended 31 March 2025, are in full conformity
with the requirements of the Act. Pursuant to requirement of Section 134(3)(c) of the Act
with respect to Directors' Responsibility Statement, it is hereby confirmed that:
a. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
b. The directors have 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 as at 31 March 2025 and of the profit and
loss of the Company for the period 2024-25;
c. The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. The directors have prepared the annual accounts on a going concern basis;
e. 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; and
f. The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and systems are adequate and operating effectively.
22. Particulars of Managerial Remuneration
The disclosure 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 to this Report as Annexure 7. The directors
state that none of the executive directors of the Company received any remuneration or
commission from any of its subsidiaries, and the remuneration is as per the remuneration
policy of the Company.
23. Particulars of top 10 Employees
The statement containing particulars of top 10 employees in terms of remuneration drawn
and the particulars of employees as required under Section 197(12) of the Act read with
Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules. 2014 is not applicable to the Company.
AUDIT AND AUDITORS
24. Statutory Auditors
N G Rao & Associates, Chartered Accountants (Firm Registration No.: 009399S)
are the Statutory Auditors of the Company. They were appointed in the thirty-third (33rd)
Annual General Meeting for the financial year 2023-24for 5 (five) consecutive years to
hold office till the conclusion of the thirty- eighth (38th) Annual General Meeting for
the financial year 2028-29 in accordance with Section 139(1) of the Act, read with Rule 3
of the Companies (Audit and Auditors) Rules, 2014. The appointment of the auditors is not
required to be ratified at every Annual General Meeting.
25. Secretarial Auditors
During the period under review, Neelu Goyal & Associates, Company Secretaries (Firm
Registration No.: S2018TS578500) conducted the secretarial audit of the Company for the
financial year 2024-25 pursuant to Section 204(1) of the Act, read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The
Secretarial Audit Report is attached to this Report in Annexure 8.
The appointment of Neelu Goyal & Associates, Company Secretaries (Firm Registration
No.: S2018TS578500) for a term of five (5) consecutive years from the financial year
2025-26 to the financial year 2029-30 is proposed in the ensuing Annual General Meeting.
26. Cost Records and Cost Auditors
The Company is neither required to maintain cost records as specified by the Central
Government under Section 148(1) of the Act nor required to have its cost records audited
under Section 148(2).
27. Audit Reports
The directors informed that there are no qualifications, reservations or adverse
remarks in the audit report as presented by the statutory auditors of the Company, save
and except usual disclaimer made by them in discharge of their professional obligations.
The observations of the statutory auditors and secretarial auditors when read together
with the relevant notes to the accounts and accounting policies are self-explanatory and
do not call for any further comments by the management.
Auditors Modified Opinion and Reply
The secretarial audit report in Form MR-3 for the financial year 2024-25 as submitted
by Neelu Goyal & Associates, the secretarial auditors of the Company contains a
modified/qualifying opinion concerning the Company's compliance with the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The
Secretarial Auditors have noted that the Company did not submit the Structured Digital
Database (SDD) Compliance Certificate for the said financial year.
The Board of Directors of the Company acknowledges the observation highlighted in the
report. The Board takes cognizance of this observation and is committed to addressing this
matter in the forthcoming year to ensure full adherence to all regulatory obligations. A
review of the Company's compliance processes is underway to strengthen oversight and
prevent such instances in the future.
28. Reporting of Frauds by Auditors
During the year under review, there were no frauds which came to the cognizance of the
statutory auditors and secretarial auditors. Thus, the requirement by the statutory
auditors and secretarial auditors to report to the Government or the Audit Committee,
under Section 143(12) of the Act, any instances of fraud committed against the Company by
its officers or employees does not arise. Thus, there are no details to be mentioned in
the Board's report.
29. Internal Financial Controls
The Company has an adequate internal financial control system, commensurate with the
size of its business operations. Significant audit observations and follow up actions
thereon are reported to the Audit Committee. The Audit Committee reviews if the Company
has adequate and effective internal control system and it also monitors the implementation
of its recommendations.
30. Risk Management
The Company has developed and implemented Risk Management Policy for identification,
assessment, measurement and reporting of business risks faced by the Company. During the
period under review, the Company has not identified any element of risk which may threaten
the existence of the Company.
31. Secretarial Standards
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating efficiently.
32. Disclosure of Composition of Audit Committee
The provisions of Section 177(1) of the Act read with Rule 6 and 7 of the Companies
(Meetings of the Board and its Powers) Rules, 2014 is not applicable to the Company.
Hence, the disclosure pursuant to Section 177(8) of the Act is not required.
33. Unsecured Loan from Directors
During the year under review the Company has received an unsecured loan of INR
7,11,42,976from Brahma Gurbani, Managing Director of the Company. Further, pursuant to
Section 73 of the Act, read with Rule 2(1)(c)(viii) of Companies (Acceptance of Deposit)
Rules, 2014, a declaration in writing to the effect that the amount is given out of their
owned funds and not being given out of funds acquired by them by borrowings or accepting
loans or deposits from others was received from the directors.
34. Deposits
The Company has not accepted any deposits from the public and members and as such there
are no outstanding deposits in terms of the Section 73 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014.
35. Loans, Guarantees or Investments
There was no loan or guarantee given or investment made or security provided pursuant
to Section 186 of the Act during the year under review.
36. Contracts or Arrangements with Related Parties
The Company is committed to maintaining transparency and accountability in its
dealings, including transactions with related parties. Although Regulation 23 of the
Listing Regulations is not mandatorily applicable, we adhere to high standards of
governance by ensuring that all related party transactions are conducted at arm's length
and in the ordinary course of business. Since all related party transactions entered into
by the Company were on an arm's length basis and in the ordinary course of business and
the Company had not entered into any material related party contracts, the disclosure
under Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not required to
be provided. The details of the related party transactions during the year under review
are given under Note 38 of the Notes to Financial Statements appended to this Report.
SECURITIES AND CAPITAL STRUCTURE
37. Changes in Capital Structure and Debt Structure
The Company has altered the capital structure during the year under review as detailed
below:
Date of Issue and Allotment |
Method of Allotment |
IssuePrice (INR) |
Conversion Price (INR) |
Securities Allotted |
Securities Allotted to Promoter Group |
Consideration (Cash /Non- Cash) |
22/04/2024 |
Preferential Issue |
36.00 |
36.00 |
1700000 |
Nil |
Cash |
14/10/2024 |
Preferential Issue |
59.84 |
59.84 |
8991711 |
Nil |
Cash |
17/02/2025 |
Preferential Issue |
59.84 |
59.84 |
3045144 |
Nil |
Cash |
The Company had allotted 2600000 (Twenty-six lakh) convertible warrants on a
preferential basis to non-promoters with an option to convert the same into an equal
number of equity shares on 20 October 2022. During the year under review, 1700000
(Seventeen lakh) convertible warrants were converted into 1700000 (Seventeen lakh) equity
shares. Further, 15 (Fifteen) Foreign Currency Convertible Bonds ("FCCB") worth
USD 100,000 per bond were converted into 12036855 (One crore twenty lakh thirty-six
thousand eight hundred fifty-five) equity shares ranking pari passu with the existing
equity share capital of the Company. These FCCBs were issued on a private placement basis,
with the fair value determined under Regulation 154 of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, read with the
provisions of the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through
Depositary Receipt Mechanism) Scheme, 1993.
CORPORATE SUSTAINABILITY
38. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The disclosures pursuant to Section 134(3) (m) of the Act, read with the Rule 8(3) of
the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology
absorption and foreign exchange earnings and outgo are given as below:
A. Conservation of Energy
a. The steps taken or impact on conservation of energy
The operations of the Company are not energy intensive. However, adequate measures have
been initiated to reduce energy consumption.
b. The steps taken by the Company for utilising alternate sources of energy
The Company is working on viability study and development on introducing renewable
sources of energy at site and office to reduce the cost of energy. The Company is in the
process of phasing out electronics that use ozone depleting materials. Additionally, the
Company continues to analyse energy consumption.
c. The capital investment on energy conservation equipment
There is no such capital investment made by the Company on energy conservation
equipment.
B. Technology Absorption
a. The efforts made towards technology absorption
Information Technology is a critical for growth of business and hence the Company has
introduced new technologies in its day-to-day operations. The Company is using computers
and latest technology for speedy communication.
b. The benefits derived like product improvement, cost reduction, product development
or import substitution
Due to adoption of information technology, the cost of communication has reduced to a
great extent. Furthermore, the time to communicate has reduced, helping in effective and
efficient governance and management of the affairs of the Company.
c. In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year)
There is no such technology imported during the last three years by the Company.
d. The expenditure incurred on research and development
The Company has made no expenditure on research and development during the period under
review.
C. Foreign Exchange Earnings and Outgo
During the year, the foreign exchange earned in terms of actual inflow was Nil and the
foreign exchange outgo in terms of actual outflow was INR 3,90,24,910 (Indian Rupees Three
crores ninety lakhs twenty-four thousand nine hundred ten) only.
39. Corporate Social Responsibility
The requirements of Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 with respect to applicability of Corporate Social
Responsibility ("CSR") spending were not applicable to the Company as per the
audited financial statements for the year 2024-25. Hence, the Company is not required to
formulate and adopt the CSR Policy or constitute CSR Committee during the year under
review.
40. Environmental, Social and Governance
Our focus is steadfast on leveraging technology to battle climate change, water
management and waste management. On the social front, our emphasis is on the development
of people, especially in the areas of digital skilling, improving diversity and inclusion,
facilitating employee wellness and experience, delivering technology for good and
energizing the communities we work in. We are also redoubling our efforts to serve the
interests of all our stakeholders, by leading through our core values and setting
benchmarks in corporate governance.
HUMAN RESOURCES MANAGEMENT
41. Prevention of Sexual Harassment
The Company's goal has always been to create an open and safe workplace for every
employee to feel empowered, irrespective of gender, sexual preferences and other factors,
and contribute to the best of their abilities. In line to make the workplace a safe
environment, the Company has set up a policy on prevention of sexual harassment in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("PoSH Act"). Further, the Company has
complied with the provisions under the PoSH Act relating to the framing of an anti- sexual
harassment policy and the constitution of an Internal Committee.
The Company has not received any complaints of work place complaints, including
complaints on sexual harassment during the year under review.
42. Affirmation with Maternity Benefits Laws
The Company declares that it has duly complied with the provisions of the Maternity
Benefit Act, 1961. All eligible women employees have been extended the statutory benefits
prescribed under the Act, including paid maternity leave, continuity of salary and service
during the leave period, and post-maternity support such as nursing breaks and flexible
return-to-work options, as applicable. The Company remains committed to fostering an
inclusive and supportive work environment that upholds the rights and welfare of its women
employees in accordance with applicable laws.
MISCELLANEOUS
43. Web Link of the Annual Return
The detail forming part of the extract of the annual return in Form MGT-9 in accordance
with Section 92(3) of the Act read with the Companies (Management and Administration)
Rules, 2014, has been disclosed on the website of Company at
https://sampreltd.com/pdf/annual-results/annual-return- 2024-25.pdf.
44. Material Changes and Commitments
There are no material changes and commitments affecting the financial position of the
Company, which has occurred between the end of the financial year of the Company i.e., 31
March 2025 and the date of the Board's Report.
45. Going Concern Status and Company Operations
There are no significant material orders passed by the regulators, courts or tribunals
which would impact the going concern status of the Company and its future operations.
46. Application Made or Proceedings Pending for Insolvency
During the year under review, there were no applications or filed or proceedings
pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.
47. Difference In Valuation between Loans Availed and One Time Settlement Made
During the year under review, there has been no one-time settlement of loans taken from
banks and financial institutions.
48. Data Privacy, Data Protection and Cyber security
In an ever-evolving digital landscape, our organisation continues to prioritise data
privacy, data protection, and cybersecurity. Over the past quarter, we have taken
significant strides in enhancing our defences and safeguarding sensitive information. Our
approach encompasses rigorous data handling assessments, strict adherence to regulations,
and proactive adoption of industry best practices. Our cybersecurity measures include
regular audits, vulnerability assessments, and refined incident response protocols.
Employee training has been intensified to bolster awareness, while our legal team ensures
alignment with evolving data protection laws. As the threat landscape evolves, we remain
dedicated to innovation and improvement, upholding stakeholder trust and positioning
ourselves for enduring success.
49. Cautionary Statement
Statements in this Board's Report and the Management Discussion and Analysis describing
the Company's objectives, projections, estimates, expectations or predictions may be
forward-looking statements. Though these statements are based on reasonable and rational
assumptions, their actual results may differ materially from those expressed or implied.
50. Acknowledgements
The directors wish to place on record their appreciation to the Government of India,
the Governments of various states in India, Governments across various countries, and
concerned Government departments and agencies for their cooperation. Additionally, the
directors want to recognise the invaluable support and collaboration of the workers,
employees, banks, customers, partners, and the consultants provided during the period. The
directors appreciate and value the assistance provided during the period, and are looking
ahead for a fruitful relationship in future.
For Sampre Nutritions Limited |
|
Brahma Gurbani |
Vishal Ratan Gurbani |
Managing Director |
Whole-Time Director |
(DIN: 00318180) |
(DIN:07738685) |
Date: 25 August 2025 |
|
Place: Hyderabad, TG |
|
|