Sampann Utpadan India Ltd

To,

The Members of

Sampann Utpadan India Limited

(Formerly Known as S. E. Power Limited)

Your Board of Directors take pleasure in presenting the 14th Board's Report, along with the summary of Standalone and Consolidated Financial Statements for the year ended March 31, 2024. Your Company has been working to improve the value proposition for all stakeholders. This report read with Corporate Governance Report and Management Discussion & Analysis includes governance philosophy, financial performance of the Company, business overview, opportunity and threats and various initiative taken by the Company.

The Standalone financial performance of the Company for the Financial Year 2023 24 as compared to previous financial year is summarized below: (Figures In Lakhs)

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, have been prepared in accordance with the Indian Accounting Standards (Ind AS).

(i) our Company's Revenue from Operations on a consolidated basis, increased to Rs. 7,145.33 Lakhs for the current year as against 5,774.17 Lakhs in the previous year, recorded an increase of 23.29%. Your Company's net loss decreased to Rs 86.78 Lakhs for the current year as against Rs. 168.52 Lakhs in the previous year.

(ii) Your Company's sales on a standalone basis, increased to Rs. 7,145.33 Lakhs for the current year as against 5,774.17 Lakhs in the previous year, an increase of 23.29%. Your Company's net loss decreased to Rs. 85.27 Lakhs for the current year as against Rs. 166.71 Lakhs in the previous year.

The Company has only one Wholly Owned Subsidiary viz. Shubham Electrochem Limited. During the reporting period the subsidiary reported income of Rs. Nil and Pro t Before Tax (PBT) and Pro t After Tax (PAT) at Rs. (1.31) Lakhs and Rs. (1.50) Lakhs respectively.

Equity Shares of the Company are compulsorily tradable in demat form. As on March 31, 2024, 99.95% of the Equity Shares are held in demat form and only 21,006 Equity Shares of Rs. 10/- each out of total Equity Shares were held in physical form.

In the fiscal year being assessed, the Company did not generate pro ts. As a result, the Board of Directors expresses their regret for being unable to propose any dividends for the present year.

The Company has refrained from receiving any public deposits as defined by Section 73 of the Companies Act, 2013, in conjunction with the Companies (Acceptance of Deposit) Rules, 2014. Consequently, there were no outstanding amounts of principal or interest on public deposits as of the balance sheet date.

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

No significant alterations or obligations or material changes occurred that would impact the Company's financial status have taken place between the conclusion of the relevant financial year and the report date.

There was no revision in Financial Statement or the Report in respect of any of the three preceding financial years.

There was no change in the Company's share capital during the year under review. The Company's paid-up equity share capital remained at Rs. 40,61,00,000/- comprising of 4,06,10,000 Equity Shares of Rs 10/- each.

M/s Infomerics Valuation and Rating Pvt. Ltd. assigned following rating to Company's instruments:

The Company is engaged in the business of manufacturing of reclaimed rubber from 2012 and most of the Company's Income is derived from Reclaimed Rubber Division. The mission and vision of the Company is to do well production for its stakeholders. So, to reflect its activity, mission and vision the name of the Company was changed to "Sampann Utpadan India Limited" which in itself reflects the word "Sampann" which means "Well-to-do" and "Utpadan" which means

"Production".

Consequent to the postal ballot exercise and Company's application for name change, the Registrar of Companies, Ahmedabad, Ministry of Corporate Affairs had issued the fresh certificate of incorporation dated July 27, 2023 confirming change in the name of the Company from "S. E. Power Limited" to "Sampann Utpadan India Limited" effective from July 27, 2023. This change in name also involved consequent amendment of Memorandum of Association and Articles of Association of the Company.

Pursuant to the change of name of the Company the security name of the Company on BSE Limited and National Stock Exchange of India Limited is changed from S. E. Power Limited to Sampann Utpadan India Limited with BSE scrip code '534598' and NSE scrip symbol 'SAMPANN'.

The Company's Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable on the Company and provisions of the Articles of Association of the Company. The Company's Board has been constituted with requisite diversity, wisdom and experience commensurate to the business of your Company.

As on March 31, 2024 there are Nine (9) Directors on the Board of the Company, includes two Executive and Seven Independent Directors including one Independent Woman Director on its Board.

The Directors on the Board have experience in the field of finance, legal, statutory compliance, engineering and accounts. None of the Directors are disqualified under the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as at March 31, 2024.

In terms of Section 152 of Companies Act, 2013, Mr. Sanjeetkumar Gourishankar Rath, Executive Director (DIN 08140999), is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible for re-appointment, he has expressed his willingness to be re-appointed as Director.

Brief particulars of Mr. Sanjeetkumar Gourishankar Rath as required under the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015 is provided in the Notice convening the 14th Annual General Meeting of the Company.

On August 22, 2023, Mr. Arun Gopal Agarwal, Non-Independent Non-Executive Director and Chairman of the Company, resigned from both the Board and his position as Chairman due to his ongoing health issues. This was confirmed by his resignation letter. No other reasons were cited beyond those mentioned in the letter.

On February 2, 2024, via postal ballot, the Shareholders of the Company appointed Mr. Vijay Kumar Gangal and Mr. Shiv Kumar as Independent Directors for a ve-year term each. Mr. Vijay Kumar Gangal's term as Independent Director is effective from 08.11.2023 till 07.11.2028, while Mr. Shiv Kumar's term is effective from 02.02.2024 till 01.02.2029.

Mr. Naresh Kumar Jain and Dr. Anuradha Sunil were appointed as Additional Independent Director for the Company in the Board Meeting held on August 12, 2024 who will be appointed as Independent Director for the term of 5 years commencing from August 12, 2024, to August 11, 2029 subject to the approval of the shareholders at the forthcoming Annual General Meeting.

Brief particulars of Mr. Naresh Kumar Jain Dr. Anuradha Sunil as required under the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Notice convening the 14th Annual General Meeting of the Company.

In accordance with Section 149 of the Companies Act, the Independent Directors have submitted declarations af rming that they meet the independence criteria outlined in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There have been no changes in circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no financial relationships or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred for attending Board or Committee meetings.

None of the Directors of the Company is disqualified under Section 164 of the Companies Act, 2013.

Details of Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting, as required under clause 36 of SEBI (LODR) Regulations, 2015, is enclosed with the notice of Annual General Meeting.

Section 149 (11) of the Companies Act, 2013 provides that no person can hold of ce of Independent Director for more than two consecutive terms. Accordingly, whereas Mrs. Anshu Gupta whose two consecutive terms of ten years as Independent Director is being completing on August 13, 2024 and pursuant to Section 149 (11) of the Companies Act, 2013, she cannot be re-appointed for further term, hence her current association with the Company as Independent Director will end on August 13, 2024. The Board of Directors appreciate the valuable services rendered by him and is grateful for her advices and guidance to the Board and Management of the Company during her tenure as an Independent Director and wishes him for her healthy and prosperous life ahead.

During the year under review, a total of Seven Meetings of the Board of Directors of the Company were held, i.e., on May 08, 2023, June 13, 2023, August 11, 2023, August 29, 2023, November 08, 2023, January 02, 2024 and February 12, 2024. Details of Board composition and Board Meetings held during the financial year 2023-24 have been provided in the Corporate Governance Report which forms part of this Report.

The Audit Committee of the Board consists of Independent Directors namely Mr. Ashok Jolly, as Chairperson, Mrs. Anshu Gupta and Mr. Pramod Agarwal as Members. The composition, terms of reference and details of meetings held during the year are disclosed in the Report on Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board of Directors and hence no disclosure is required under Section 177(8) of the Companies Act, 2013 with respect to rejection of any recommendations of Audit Committee by Board.

The Audit Committee has been duly reconstituted by the Board.

The Stakeholders Relationship Committee has been constituted as per Section 178 (5) of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations. The Stakeholders Relationship Committee consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of annual report and non-receipt of dividend etc. The Stakeholders Relationship committee consists of Executive and Non-Executive directors chaired by Mrs. Anshu Gupta (Independent Director), Mr. Pramod Agarwal (Independent Director) and Mr. Sachin Agarwal (Managing Director) of the Company, as the Members of the committee.

The Stakeholders Relationship Committee has been duly reconstituted by the Board.

Nomination and Remuneration Committee of the Board has been constituted as per Section 178 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 19 of the Listing Regulations. The Nomination and Remuneration Committee determines qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, Managerial Personnel and other employees. The Nomination and Remuneration Committee of the Board consists of Independent Directors namely Mrs. Anshu Gupta, as Chairperson, Mr. Ashok Jolly and Mr. Pramod Agarwal as Members.

The Nomination and Remuneration Committee has been duly reconstituted by the Board.

The Company strives to maintain an appropriate combination of Executive, Non-Executive and Independent Directors subject to a minimum of 6 (six) and maximum of 15 ( fifteen) Directors, including at least one-woman Director.

The Nomination & Remuneration Committee of the Company leads the process for Board appointments in accordance with the requirements of Companies Act, 2013, Listing Regulations and other applicable rules or guidelines. All the Board appointments are based on meritocracy. Generally, the Managing Director and Whole-time Directors (Executive Directors) are appointed for a period of five years. Independent Directors of the Company are appointed to hold their of ce for a term of up to five consecutive years on the Board of your Company. Based on their eligibility for re-appointment, the outcome of their performance evaluation and the recommendation by the Nomination and Remuneration Committee, the Independent Directors may be re-appointed by the Board for another term of five consecutive years, subject to approval of the Shareholders of the Company. The Directors, Key Managerial Personnel and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the policy of the Company.

The potential candidates for appointment to the Board are inter-alia evaluated on the basis of personal and professional ethics, standing, integrity, values and character; appreciation of the Company's vision, mission, values; prominence in business, institutions or professions; professional skill, knowledge and expertise; financial literacy and such other competencies and skills as may be considered necessary.

In addition to the above, the candidature of an Independent Director is also evaluated in terms of the criteria for determining independence as stipulated under Companies Act, 2013, Listing Regulations, other applicable regulations or guidelines. In case of re-appointment of Director, the Board shall take into consideration the results of the performance evaluation of the Directors and their engagement level.

The Company has Remuneration Policy for Directors, KMPs and other employees, which is reviewed by the Board of Directors of the Company, time to time, the policy represents the overarching approach of the Company for the remuneration of Director, KMPs and other employees.

Company conducts a Board Evaluation process for the Board of Directors as a whole, Board Committees and also for the Directors individually through self-assessment and peer assessment.

In line with the provisions of the Companies Act, 2013 and SEBI Guidance Note on Board evaluation issued on January 5, 2017 read with relevant provisions of the SEBI Listing Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its committees and individual Directors through the separate meeting of independent directors and the Board as a whole. The Board evaluated the effectiveness of its functioning, that of the Committees and of individual directors, after taking feedback from the directors and committee members. The performance of the independent directors was evaluated by the entire Board except the person being evaluated, in their meeting held on February 12, 2024.

A separate meeting of Independent Directors was held on March 30, 2024, to review the performance of Non- Independent Directors', performance of the Board and Committee as a whole and performance of the Chairman of the Company, taking into account the views of Executive Directors and the Non-Executive Directors.

The performance evaluation of the Board and its constituents was conducted on the basis of functions, responsibilities, competencies, strategy, tone at the top, risk identification and its control, diversity, and nature of business. A structured questionnaire was circulated to the members of the Board covering various aspects of the Board's functioning, Board culture, execution and performance of specific duties, professional obligations and governance. The questionnaire is designed to judge knowledge of directors, their independence while taking business decisions; their participation in formulation of business plans; their constructive engagement with colleagues and understanding the risk pro le of the company, etc. In addition to the above, the Chairman of the Board and / or committee is evaluated on the basis of his leadership, coordination and steering skills.

In the Board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board of Directors and Senior Management of the Company have complied with the Company's Code of Conduct applicable to Board of Directors and Senior Management. In this regard Declaration signed by the Managing Director is annexed and forms part of this Report.

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

a) in the preparation of the annual accounts for the FY ended 31st March, 2024, the applicable accounting standards have been followed and that no material departure has been made in following the same; b) they 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 31st March, 2024 and of the pro t of the Company for the year ended on that date; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual accounts have been prepared on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

M/s D Tayal & Jain, Chartered Accountants, (Firm Registration No. 011181C), was appointed as Statutory Auditors of the Company at the 11th Annual General Meeting for a term of five years from the conclusion of 11th AGM till the conclusion of the 16th AGM.

Statutory Auditors M/s D Tayal & Jain, Chartered Accountants, (Firm Registration No. 011181C) has audited the books of accounts of the Company for the financial year ended March 31, 2024 and has issued the Auditors' Report thereon.

The Report given by the Statutory Auditors on the nancial statements of the Company forms part of this Annual Report. There is no quali cation, reservation or adverse remark made by the Auditor in their report.

In accordance with 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, and as a measure of good Corporate Governance practice, Board of Directors in their Meeting held on 12th February, 2024 has appointed M/s. Satish Jadon & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company to conduct Secretarial Audit of the Company for financial year ended March 31, 2024 and to submit Secretarial Audit Report in Form No. MR-3.

A copy of the Secretarial Audit Report received from M/s. Satish Jadon & Associates in the prescribed Form No. MR-3 is annexed to this Board's Report and marked as Annexure A.

Pursuant to circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019, issued by the Securities and Exchanges Board of India and Regulation 24A(2) of SEBI (LODR) Regulations, 2015, the Company has obtained Secretarial Compliance Report for financial year ended March 31, 2024, from Practicing Company Secretary on compliance of all applicable SEBI Regulations and circular/ guidelines issued thereunder, and the copy of the same has been submitted with the Stock Exchanges within the prescribed due date.

The Report of Secretarial Auditor is self-explanatory and no explanation is required thereon from the Board of Directors of the Company.

During the period under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee/ Board or Central Government any instances of fraud in the Company by its of cers or employees under Section 143(12) of the Companies Act, 2013 and therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Maintenance of cost records as specified by the Central Government under Section 148(1)of the Companies Act, 2013, is required, and accordingly, such accounts and records are made and maintained by the Company.

During the FY under review, the Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

During the year under review, there were no materially significant related party transactions which could have had a potential conflict with the interests of the Company and do not attract the provisions of Section 188(1) of the Companies Act, 2013. The related party transactions were periodically placed before the Audit Committee and/or Board for its approvals or review as and when required. The policy on Material Related Party Transactions is available on the Company's website www.suil.in.

Adequate Internal Financial Control systems, commensurate with the nature of the Company's business, size and complexity of its operations, are in place and have been operating satisfactorily and effectively. During the FY under review, no material weaknesses in the design or operation of Internal Financial Control system was reported

During the year, there were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

There have been no material changes, which have occurred between the end of FY till the date of this report, affecting the financial position of the Company.

The particulars pursuant to Section 134(3)(m) of Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 to the extent applicable are as under:

i. Company has been continually working on energy conservation and has taken and implemented various measures towards this in production, domestic lightning and cooling facilities. Company has installed significant numbers of powerless turbo ventilators in the entire working shed for ventilation using 'zero' power. Building have been designed to ingress adequate natural light thus requiring no artificial lightning during the day time. Many provisions have been made in various machines for consuming energy. During processing line, losses has been maintained close to 'zero' by adequate design of cables and other systems.

ii. Company has installed solar power plant at its rubber reclamation plant for captive consumption and Company at its non-conventional energy division, generate electricity by wind energy and transfer the same to power grids.

The details of the foreign exchange exposure during the period under review are as under:

Internal Financial Control System is an integral component of the Risk Management System of the Company. The internal financial control policies and internal audit program adopted by the Company plays an important role in safeguarding the Company's assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Board has adopted procedures for ensuring the orderly and efficient conduct of its business, including risk management feedback loop, in which the information generated in the internal control process is reported back to Board and Management.

Affirm of Competent Chartered Accountants has been engaged by the Company for conducting internal audit, to examine and evaluate the adequacy and effectiveness of internal financial control system of the Company. The Audit Committee of Board of Directors, Statutory Auditor and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

The Audit Committee of Board of Directors actively reviews the adequacy and effectiveness of internal financial control system and suggests improvements for strengthening them. Internal Financial Control System of the Company is adequate with the respect to the operations of the Company.

The Board identified and reviewed the various elements of risk which the Company has to face and laid out the procedures and measures for mitigating those risks. The elements of risk threatening the Company's existence are minimal. The company does not face any risks other than those that are prevalent in the industry and is taking all possible steps to overcome such risks. The main concerns are volatilizing in raw material prices, maintenance of machineries, market pressure, etc.

As a part of the overall risk management strategy, all assets are appropriately insured.

Throughout the reviewed period, the Company maintained positive industrial relations, fostering a collaborative and cooperative atmosphere.

The Company remains dedicated to offering a conducive workplace that encourages growth and exploration, ensuring a consistently harmonious and cordial environment across all levels.

Neither the Managing Director not the Executive Director of the Company receive any remuneration or commission from the Subsidiary Company.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. The Directors of the Company state that during the year under review there was no case led pursuant to Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Every new Independent Director of the Board attends an orientation program, which is to familiarize the new Non- Executive Director with the strategy, operations and functions of the Company. The Executive Directors / Senior Managerial Personnel conduct meetings with the Non-Executive Directors to make them understand the Company's strategy, operations, product and organization structure, human resources, facilities and risk management. Through meetings and interaction among Managements and Non- Executive Directors and Independent Directors, Company has made its best effort to ensure that the Non- Executive Directors understand their roles, rights, responsibilities in the Company.

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as an Independent Director. The format of the letter of appointment is available on Company's website.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 information regarding employees is annexed as Annexure-B to this report.

In accordance with the provisions of Section 92(3) read with Section 134(3) (a) of the Act and the applicable rules, Annual Return of the Company as on March 31, 2024 is hosted on website of the Company at https://www. suil.in

In terms of Regulation 34 of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management's Discussion and Analysis Report which forms part of this Board Report as Annexure-C

The vigil mechanism as envisaged in the Companies Act, 2013, the rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company's Whistle Blower Policy to enable the Directors and Employees of the Company to report genuine concerns, to provide for adequate safeguards against victimization and make provision for direct access to the Chairman of the Audit Committee. Details of vigil mechanism/whistle blower are included in the Corporate Governance Report, forming part of this Report.

During the financial year 2023-24, no cases under this mechanism have been reported.

The Company is committed to maintain the good standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company continues to benchmark its corporate governance policies in its true sense. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report as Annexure-D.

The requisite certificate from Secretarial Auditor M/s Satish Jadon & Associates, Company Secretaries confirming compliance with the conditions of corporate governance is annexed to the report on Corporate Governance.

The certificate received from Mr. Sachin Agarwal, Managing Director and Mr. Rutvij Ramchandra Khangiwale Chief Financial Officer with respect to the financial statements and other matters as required under Part B of Schedule II to the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 forms part of this Report.

The Board of Directors extend they're thanks to customers, vendors, dealers, investors, business associates, and bankers for their ongoing backing throughout the year. We acknowledge the dedication and input of employees across all tiers, whose hard work, unity, cooperation, and support enabled us to overcome challenges.

We are grateful to the Government of India, State Governments, statutory authorities, and other government agencies for their assistance and anticipate their continued support going forward.

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel Rules), 2014]

To,

The Members,

(Formerly Known as S. E. Power Limited), Survey No. 54/B, Pratapnagar Jarod-Savli Road, Samlaya, Vadodara- 391520 (Gujarat)

We, Satish Jadon & Associates, have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Sampann Utpadan India Limited (Formerly Known as S. E. Power Limited) [CIN: L40106GJ2010PLC091880] (hereinafter called 'the Company'). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Our responsibility is to express an opinion on the compliance of the applicable laws and maintenance of record based on audit. We have conducted the audit in accordance with the applicable Auditing Standards issued by the Institute of Company Secretaries of India. The Auditing Standards require that the Auditor shall comply with statutory and regulatory requirements and plan and perform the audit to obtain reasonable assurance about the compliance with applicable laws and maintenance of records.

Based on our verification of the Company's books, papers, minute books, forms and returns led and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent and in the manner reported hereinafter.

We have examined the books, papers, minute books, forms and returns led and other records maintained by the Company for the financial year ended on March 31, 2024 according to the applicable provisions of:

(i) The Companies Act, 2013 ("the Act") and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment,

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') to the extent applicable to the Company:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009(Not applicable to the Company during the Audit period);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021(Not applicable to the Company during the Audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Non Convertible Debentures) Regulations, 2021(Not applicable to the Company during the Audit period);

(f) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulation, 1993regarding the Companies Act and dealing with the client..; (h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;(Not applicable to the Company during the Audit period);

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;and.

(j) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(k) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996;

(vi) As informed to us the following other Laws specifically applicable to the Company as under: a) Factories Act, 1948 b) Industrial Disputes Act, 1947 c) The Payment of Wages (Amendment) Act 2017 d) The Minimum Wages Act, 1948 e) Workmen's compensation Act 1923 f) The Employees' Provident Funds and Miscellaneous Provisions Act, 1952 g) The Contract Labour (Regulation & Abolition) Act, 1970 h) The Child Labour (Prohibition & Regulation) Act, 1986 i) The Industrial Employment (Standing Order) Act, 1946 j) The Employees' Compensation (Amendment) Act 2017 k) Equal Remuneration Act,1976 l) The Employment Exchange (Compulsory Notification of Vacancies) Act, 1959 m) Water (Prevention and Control of Pollution) Act, 1974 n) Water (Prevention and Control of Pollution) Cess Act, 1977 o) Air (Prevention and Control of Pollution) Act, 1981 p) Hazardous Wastes (Management, Handling and Trans boundary Movement) Rules, 2008. q) Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. r) The Rubber Act 1947 s) The Gujarat Labour Welfare Fund Act, 1953 t) The Contract Labour (R & A) Act, 1970 and Rules u) The Payment of Bonus (Amendment) Act 2015 v) The Environment (Protection) Act, 1986 and Rules w) The Noise Pollution (Regulation & Control) Rules, 2000

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreement entered into by the Company with BSE Limited and National Stock Exchange of India Limited.

We report that:

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

On 14 December 2023 Company has received a Mail from NSE regarding not submitting the Full Quarterly Results with Stock Exchange for the Quarter ended 30th September 2023. NSE Imposed the Penalty of Rs. 171,100/- including GST. On 15th December 2023 Company has received a Mail from BSE regarding not submitting the Full Quarterly Results with Stock Exchange for the Quarter ended 30th September 2023. BSE Imposed the Penalty of Rs. 47,200/-

Company moves the applications for the waiver of the ne to both the Exchanges, on 24th April 2024 Company has received a mail from NSE regarding waiver of the penalty of Rs. 171,100/- and the matter before BSE is still pending .

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Decisions were taken according to the majority rule and subject to the requirement of the Act and other applicable laws.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period no specific events/actions having a major bearing on the Company's affairs has been taken by the Company in pursuance to above referred laws, rules, regulations, guidelines, standards.

To,

The Members,

Sampann Utpadan India Limited

(Formerly Known as S. E. Power Limited), Survey No. 54/B, Pratapnagar Jarod-Savli Road, Samlaya, Vadodara- 391520 (Gujarat)

Our report of even data is to be read along with this letter:

1. Maintenance of Secretarial Record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these Secretarial Records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial Records. We believe that the process and practices, we followed, provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the management representation about the Compliance of the laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company not of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

It is hereby affirmed that remuneration is as per the remuneration policy.