To
The Members of Sampre Nutritions Limited
The Board of Directors ( "Board") have pleasure in presenting
the Thirty-Fifth (35th) Annual Report on the business and operations of Sampre Nutritions
Limited ("the Company") together with the audited standalone and consolidated
financial statementsfor the financial period ended 31 March 2026.
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 financial year under review was characterised by a resilient
domestic economy amidst an evolving global macroeconomic environment. India's economy
continued to demonstrate broad- based strength, supported by sustained domestic
consumption, public capital expenditure, resilient services activity and improving
manufacturing performance. At the same time, businesses continued to operate against a
backdrop of geopolitical developments, global trade realignments, supply chain adjustments
and fluctuations in commodity prices, requiring continued operational discipline and
prudent financial management. The Reserve Bank of India projected real GDP growth of 6.5%
for FY 2025-26 while noting that external uncertainties remained elevated.
The confectionery and food processing industry continued to benefit
from favourable long-term consumption trends driven by urbanisation, rising disposable
incomes, changing consumer preferences and increasing demand for innovative and
value-oriented products. At the same time, the industry remained exposed to volatility in
raw material prices, evolving regulatory requirements, logistics costs and global trade
developments, which continued to influence operating margins across the sector.
Against this backdrop, the Company continued to focus on strengthening
its operational capabilities, improving financial discipline and enhancing organisational
efficiency. During the year, the management remained focused on prudent deployment of
resources, optimisation of working capital, disciplined cost management and strengthening
the Company's long-term business fundamentals. The Board continues to monitor the
Company's financial position closely while pursuing measures aimed at improving
operational performance and creating sustainable longterm value for all stakeholders.
The Board believes that the Company's long-term growth prospects remain
encouraging. The management continues to focus on product development, market expansion,
operational excellence, sound corporate governance and effective risk management. These
initiatives, together with a disciplined approach towards capital allocation and business
development, are expected to strengthen the Company's competitive position and support
sustainable growth over the medium to long term.
There has been no change in the business of the Company during the
financial year ended 31 March 2026.
2. Financial Summary
During the financial period ended 31 March 2026, the Company has
recorded financials, the summary of which is shown below:
| Particulars |
Standalone |
Consolidated |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
| Total Income |
4,405.76 |
2.549.87 |
4,377.92 |
2,549.87 |
| Total Expenses |
(4,149.23) |
(3.266.05) |
(4,200.27) |
(3,302.37) |
| Profit before Tax |
256.53 |
(716.18) |
177.65 |
(752.50) |
| Tax (Expense)/Credit |
130.03 |
(14.74) |
130.03 |
(14.74) |
| Profit after Tax |
386.56 |
(730.92) |
307.68 |
(767.24) |
| Other Comprehensive Income |
- |
- |
- |
- |
| Total Comprehensive Income |
- |
- |
- |
- |
| Earnings Per Share |
|
|
|
|
| Basic EPS |
2.73 |
(5.17) |
2.18 |
(5.43) |
| Diluted EPS |
2.73 |
(5.17) |
2.18 |
(5.43) |
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 5 (Indian Rupees Five)each. 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 fromBrahma 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 2026, 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 2026. 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 holistically considering the relevant circumstances,
has 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 was 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 pnnciples 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/pollcies-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 2026, 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 2026, 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 Committeesmeet at regular intervals to discuss and
decide on the Company's business policy and strategy.The quorum was met on all the
meetings of the Board and the Committees. The details of the Board Meetings with the
dates, and attendance of each director 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 has 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 evaluation 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 2026 and of
the profit and loss of the Company for the period 2025-26;
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 Company did not have any employee who was in receipt of
remuneration requiring disclosure under Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under
review. Accordingly, the statement containing the particulars of such employees is not
required to be annexed to this Report.
AUDIT AND AUDITORS
24. Statutory Auditors
N G Rao & Associates, Chartered Accountants (Firm Registration No.;
009399S) were appointed as Statutory Auditors of the Company by the members at the
thirty-third (33rd) Annual General Meetingheld for the financial year 2023-24 for a term
of five (5) consecutive financial years from 2024-25 to 2028-29, to hold office till the
conclusion of the thirty-eighth (38th) Annual General Meeting of the Company, 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
Neelu Goyal & Associates, Company Secretaries (Firm Registration
No.: S2018TS578500) were appointed as Secretarial Auditors of the Company by the members
at the thirty-fourth (34th) Annual General Meeting held for the financial year 2024-25 for
a term of five (5) consecutive financial years from 2025-26 to 2029-30, to hold office
till the conclusion of the thirty-ninth (39th) Annual General Meeting of the Company, in
accordance with the applicable provisions of the Act and Listing Regulations. The
appointment of the auditors is not required to be ratified at every Annual General
Meeting.
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 2025-26 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.
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
TheBoard informed that there are no qualifications, reservations or
adverse remarks in the audit report as presented by the statutory auditorsof the Company,
except for the standard emphasis or disclaimer, where applicable made by them in discharge
of their professional obligations. The observations of the statutory auditors and
secretarial auditorswhen 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 contain a modified / qualifying opinion concerning the Company's non-compliance(s)
with the Listing Regulations.
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 thestatutory auditors and secretarial auditors. Thus, the requirement for
the statutory auditors and secretarial auditorsto 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.
SPECIFIED TRANSACTIONS
32. Unsecured Loan from Directors
During the financial year under review and pursuant to Section 73 of
the Act read with Rule
2(1 )(c)(viii) and Rule 16 of the Companies (Acceptance of Deposits)
Rules, 2014, the Company has received declarations in writing from the respective
directors confirming that the amounts advanced by them were out of their own funds and not
out of funds acquired by borrowing or accepting loans or deposits from others. The details
of such unsecured loans are disclosed in Note No. 38 to the Notes to the Financial
Statements forming part of this Annual Report.
33. 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.
34. 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.
35. Related Party Transactions
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 No. 38 of the Notes to Financial Statements appended to this Report.
SECURITIES AND CAPITAL STRUCTURE
36. Changes in Capital Structure and Debt Structure
During the financial year under review, the Company undertook a series
of capital restructuring initiatives to strengthen its capital base and broaden its equity
capital.The Company has altered the capital structure during the year under review as
detailed below:
| Date of Allotment |
Event |
Description |
Securities Allotted |
Face Value |
| 12/09/2025 |
Warrants Conversion |
Conversion of warrants into equity shares |
550000 |
INR 10 |
| 25/09/2025 |
Warrants Conversion |
Conversion of warrants into equity shares |
290000 |
INR 10 |
| 14/11/2025 |
Sub-Division |
Equity shares split from face value of INR 10 each to face
value of INR 5 each |
Entire paid-up share capital |
INR 5 |
| 14/11/2025 |
Bonus Issue |
Bonus shares issued in the ratio of 1:1 |
43693710 |
INR 5 |
| 22/12/2025 |
FCCBs Conversion |
Conversion of 13 FCCBs into equity shares |
7621493 |
INR 5 |
During the year, 840000 convertible warrants issued on a preferential
basis to non-promoter investors were converted into an equal number of equity shares of
face value INR 10 (Indian Rupees Ten) each. Out of these, 550000 warrants were converted
into 550000 equity shares on 12 September 2025. while the balance 290000 warrants were
converted into 290000 equity shares on 25 September 2025.
Subsequently, pursuant to the approvals of the Members and in
accordance with the applicable provisions of Act, and the Listing Regulations, the Company
subdivided its equity shares having a face value of INR 10 (Indian Rupees Ten) each into
equity shares having a face value of INR 5 (Indian Rupees Five) each. The record date for
the sub-division was 14 November 2025.Following the subdivision, the Company issued bonus
equity shares in the ratio of 1:1 to the eligible shareholders whose names appeared in the
Register of Members and Register of Beneficial Owners as on 14 November 2025, resulting in
the allotment of 43693710 fully paid-up bonus equity shares of face value INR 5 (Indian
Rupees Five) each.
Further, on 22 December 2025, 13 Foreign Currency Convertible Bonds
(‘'FCCBs") having a face value of USD 100,000 each were converted into 7621493
equity shares of face value INR 5 (Indian Rupees Five) each. The equity shares so allotted
rank pari passu in all respects with the existing equity shares of the Company.
CORPORATE SUSTAINABILITY
37. 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.
to. 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
There were no foreign exchange earnings or foreign exchange outgo
during the year under review.
38. 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 2025-26. Hence, the Company
is not required to formulate and adopt the CSR Policy or constitute CSR Committee during
the year under review.
39. 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
40. 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 order 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 workplace complaints, including
complaints on sexual harassment during the year under review.
41. 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
42. Web Link of the Annual Return
The details 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-
2025-26.pdf .
43. 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 2026 and the date of the Board's Report.
44. 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.
45. Application Made or Proceedings Pending for Insolvency
During the year under review, there were no applications made or
proceedings pendingin the name of the Company under the Insolvency and Bankruptcy Code,
2016.
46. 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.
47. Data Privacy, Data Protection and Cyber security
The Company is committed to upholding the highest standards of data
privacy and protection. During the year under review, the Company has complied with all
applicable data protection and privacy laws, including the provisions of the Digital
Personal Data Protection Act, 2023. to the extent notified and made effective. The Company
has implemented appropriate technical and organisational measures for safeguarding
personal data processed in the course of its operations. The Board affirms its commitment
to responsible data stewardship and to ensuring that the Company maintains robust systems
and processes for lawful, fair, and transparent processing of personal data. No material
instances of non-compliance with applicable data privacy laws were reported during the
year.
48. 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.
49. Acknowledgments
The Board wishes to place on record their appreciation to the
Government of India, the Governments of various states in India, Governments across
various countries, and concerned departments and agencies for their cooperation.
Additionally, the Board recognises the invaluable support and collaboration of the
workers, employees, banks, customers, partners, and the consultants provided during the
period. The Board appreciates and values the assistance provided during the period, and
looks forward to a fruitful relationship in future.
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