Sampre Nutritions Ltd

To

The Members of Sampre Nutritions Limited

Your directors have pleasure in presenting the 33^rd (Thirty-Third) Annual Report on the business and operations of Sampre Nutritions Limited ("the Company") together with the audited financial statements for the financial period ended 31 March 2024.

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.

Your directors are confident that the performance and operations of the Company will improve in the coming years. 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 2024, your Company has recorded standalone and consolidated financials, the summary of which is shown below:

The above figures are extracted from the audited financial statements of the Company as per the Indian Accounting Standards. The equity shares are at nominal value of INR 10 (Indian Rupees ten) per share.

3. CFO and CS Certification

The Company is committed to upholding rigorous standards of financial integrity and accountability in all its operations. Although the requirement for CEO and CFO certification under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 ("LODR Regulations") may not be mandatorily applicable to the Company, we voluntarily ensure that the Chief Financial Officer and the Company Secretary of the Company certify the Company's financial statements. Pursuant to the application provisions, the financial statements have been certified by Vamshi Srinivas Vempati, CFO and Krishnama Nupur, CS of the Company.

4. Appropriations

During the period under relevance, your 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.

5. Dividend

Your directors 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.

6. Details of Subsidiary, Joint Venture or Associate 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 feature of the financial statement of a Company's subsidiary is given as ‘Annexure 1' in the Form AOC-1. The Company has no other Subsidiary, Joint Venture or an Associate Company.

7. Listing on Stock Exchanges

The Company's shares are listed on the BSE with the scrip code 530617.

8. Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the LODR Regulations, the Management's discussion and analysis forms part of this Annual Report and is set out in ‘Annexure 2'.

9. 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. The provisions of Regulation 15(2) of the LODR Regulations are not applicable to your Company. Therefore, there is no requirement to file quarterly Corporate Governance Reports and submit an annual Certificate of Corporate Governance.

10. Vigil Mechanism Policy

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 LODR Regulations, is not applicable to the Company, 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.

11. 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 (ESG), risk management, cybersecurity, and other domains. This diversity is integral to maintaining a competitive advantage.

12. Board Composition and Key Managerial Personnel

The composition of the Board of Directors of the Company is outlined below:

As per Section 152(6) of the Act and other applicable provisions of the Act, Vishal Ratan Gurbani, being liable to retire by rotation at ensuing Annual General Meeting of the Company has offered himself for reappointment.

The term of Vimal Suresh ceased on 13 February 2024. There has been no other change(s) in the constitution of Board during the year under review. With effect from 26 September 2024, Banala Jaya Prakash Reddy and Umra Singh Sirohi retired as Independent Directors of the Company owing to completion of the second term of 5 (Five) consecutive years.

The Nomination and Remuneration Committee of the Company has appointed Vanita Khatter, Nagaraju Kanneganti and Kireet Modi as Non-Executive Additional Directors (Independent) of the Company on Board Meeting dated 4 November 2024. Their appointment is subject to approval by the shareholders in the ensuing Annual General Meeting.

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.

13. Committees of the Board

As on 31 March 2024, the Company had 3 (Three) committees: Audit Committee, Nomination and Remuneration Committee, and Stakeholder Relationship Committee. None of the committees were reconstituted during the year. The composition of the committees is given below:

Audit Committee

The Audit Committee plays a crucial role in maintaining the integrity of the financial reporting process. It oversees the financial statements, audits, internal controls, and compliance with legal and regulatory requirements, thereby enhancing the transparency and accuracy of financial disclosures. As on 31 March 2024, the composition of the Audit Committee was as follows:

Nomination and Remuneration Committee

The role of the Nomination and Remuneration Committee is vested with the powers to formulate the criteria for determining qualifications, positive attributes, independence of directors and recommend to the Board a policy relating to the remuneration of the directors and the key managerial personnel. It's also responsible for ensuring that remuneration policies align with the Company's strategic objectives. It promotes best practices for attracting, motivating, and retaining skilled talent while upholding principles of fairness and transparency in remuneration. As on 31 March 2024, the composition of the Nomination and Remuneration Committee was as follows:

Stakeholders Relationship Committee

The Stakeholders Relationship Committee is dedicated to addressing the grievances and concerns of shareholders and other stakeholders. It works to foster a strong relationship between the company and its stakeholders by ensuring timely resolution of issues related to share transfers, statutory reports, dividend payments, and other matters of shareholder interest. As on 31 March 2024, the composition of the Stakeholders Relationship Committee was as follows:

14. 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. During the period under consideration 7 (Seven) Board Meetings were held pursuant to Section 173(1) of the Act. The Board of Directors met on 30 May 2023, 14 August 2023, 29 August 2023, 14 November 2023, 29 December 2023, 1 February 2024 and 12 February 2024. They are mentioned as follows:

The Committee Meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The details of committee meetings during the financial year are given below:

The details of the committee meetings are mentioned as follows:

Audit Committee

During the year, 4 (Four) meetings of the Audit Committee was held. The Audit Committee met on 30 May 2023, 14 August 2023, 14 November 2023 and 12 February 2024. They are mentioned as follows:

Nomination and Remuneration Committee

During the year, 1 (One) meeting of the Nomination and Remuneration Committee was held. The Nomination and Remuneration Committee met on 30 May 2023. They are mentioned as follows:

Stakeholder Relationship Committee

During the year, 1 (One) meeting of the Stakeholder Relationship Committee was held. The Stakeholder Relationship Committee met on 30 May 2023.

They are mentioned as follows:

15. 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 LODR Regulations. The Independent Directors also have confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended relating to inclusion of their name in the databank of independent directors.

16. Familiarisation Program for Independent Directors

The Company's policy on programs and measures to familiarise Independent Directors about the Company, its business, updates and development includes various measures viz. issue of appointment letters containing terms, duties etc., management information reports, presentation and other programmes as may be appropriate from time to time. The policy and program aim to provide insights into the Company to enable independent directors to understand the business, functionaries, business model and others matters. The said Policy and details in this respect is displayed on the Company's website.

17. Statement Regarding Independent Director

In the opinion of the Board of Directors of your Company, 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 and also completed the online proficiency test conducted by the Indian Institute of Corporate Affairs, wherever required.

18. Policy on Directors' Appointment and Remuneration

In terms of Section 178(3) of the Act, your Board has formulated a policy on qualifications, positive attributes and independence of a director, key managerial personnel and other employees. Furthermore, the policy also determines the diversity of the Board of Directors and criteria for determining the remuneration to the directors, key managerial personnel and senior management of the Company.

19. Board Performance Evaluation

Your 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 of Board Meetings and Board Committee Meetings

b. Quality of contribution to Board 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

As per the Act, 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 of Directors 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.

20. Directors' Responsibility Statement

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. Your director(s) 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 2024 and of the profit and loss of the Company for the period 2023-24;

c. Your director(s) 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. Your director(s) have prepared the annual accounts on a going concern basis;

e. Your 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. Your directors have devised proper systems to ensure compliance with the provisions of all applicable laws and systems are adequate and operating effectively.

21. Particulars of Managerial Remuneration

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 3'. Your 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.

22. Particulars of top 10 Employees

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.

23. Statutory Auditors

NG Rao & Associates, Chartered Accountants (Firm Registration No.: 009399S), are proposed to be appointed as the Statutory Auditors of the Company in place of the retiring auditors, RRK & Associates, Chartered Accountants (Firm Registration No.: 009785S), whose term has concluded in accordance with the provisions of Section 139(2) of the Companies Act, 2013, read with Rules 5 and 6 of the Companies (Audit and Auditors) Rules, 2014, regarding mandatory auditor rotation. The appointment of NG Rao & Associates is proposed for approval in the ensuing Annual General Meeting for a term of 5 (Five) consecutive years, to hold office from the conclusion of the 33^rd (Thirty-Third) Annual General Meeting for the financial year 2023-24 till the conclusion of the 38^th (Thirty-Eighth) Annual General Meeting for the financial year 2028-29.

24. Secretarial Auditors

During the period under review Kashinath Sahu & Co., Company Secretaries (Unique Code No.: S2016TL445100) conducted the secretarial audit of your Company for the financial year 2023-24 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 4'.

25. Audit Reports

Your directors informed that there are no qualifications / reservations / adverse remarks in the independent audit report as presented by the statutory auditors of the Company. The observations of the statutory 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 director(s).

Auditors Modified Opinion and Reply

The secretarial audit report in Form MR-3 for the financial year 2023-24 as submitted by Kashinath Sahu & Co., 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 ("PITRegulations"). 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.

26. Reporting of Frauds by Auditors

During the year under review, there were no frauds which came to the cognizance of the statutory auditors or the secretarial auditor. Thus, the requirement by the statutory auditors or the secretarial auditor to report to the Government or the Audit Committee or the Board of Directors, 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.

27. Secretarial Standards

During the year under review, the Company complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

28. Maintenance of Cost Records

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Act.

29. Unsecured Loan from Directors

During the year under review the Company has received funds from an unsecured loan from the following Directors:

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.

30. 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 Companies (Acceptance of Deposits) Rules, 2014.

31. Particulars of Loans, Guarantees or Investments

During the year, the Company advanced a loan of INR 23,20,560 (Indian Rupees twenty- three lakhs twenty thousand five hundred sixty) only to Sampre Nutritions FZCO, their wholly-owned subsidiary.

32. 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 LODR Regulations is not 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.

33. Changes in Capital Structure and Debt Structure

During the financial year 2023-24, the Board had altered the capital structure by increasing the issued, subscribed and paid-up share capital. The Company issued 2600000 (Twenty- six) lakh convertible warrants to non-promoter to be converted into equal number of equity shares. During the year under review, the Company received an application from a nonpromoter resident individual to convert 400000 (Four lakh) convertible warrants into 400000 (Four lakhs) equity shares of INR 10 (Indian Rupees ten) per share aggregating to INR 40,00,000 (Indian Rupees forty lakhs) only.

The Authorised Share Capital of the Company remained unaltered during the financial year 2023-24.

34. 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.

35. 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 your 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. Your 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 equipments

There is no such capital investment made by the Company on energy conservation equipments.

B. Technology Absorption

a. The efforts made towards technology absorption

Information Technology is a critical for growth of business and hence your 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

Your Company has made no expenditure on research and development during the period under review.

C. Foreign Exchange Earnings and Outgo

During the financial year 2023-24, the amount of foreign exchange earned in terms of actual inflow was INR 55.99 lakhs and the amount of foreign exchange outgo in terms of actual outflow was INR 30.25 lakhs.

36. Corporate Social Responsibility

The requirements of Section 135 of the Act read with 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 2023-24. Hence, your Company is not required to formulate and adopt the CSR Policy or constitute CSR Committee during the year under review.

37. Risk Management Policy

The Company has developed and implemented Risk Management Policy. The Board of Directors facilitates the execution of risk management practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. During the period under review, the Company has not identified any element of risk which may threaten the existence of the Company.

38. Internal Financial Controls

The Company has an adequate internal financial control system, commensurate with the size of its business operations, which are also monitored by the internal auditors. Significant audit observations and follow up actions thereon are reported to the Board / Audit Committee. The Board / Audit Committee review if the Company has adequate and effective internal control system and it also monitors the implementation of its recommendations.

39. Human Resources Management

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. Further, the Company has complied with the provisions relating to the constitution of Internal Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

The Company has not received any complaints of work place complaints, including complaints on sexual harassment during the year under review.

40. Web Link of the Annual Return

Pursuant to Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the annual return for the financial year 2023-24, which will be filed with Registrar of Companies, shall be uploaded on the Company's website and can be accessed at https://www.gurbanigroup.in.

41. Material Changes and Commitments

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

42. Details of Significant and Material Orders Passed by the Regulators, Courts and Tribunals

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

43. Details of Application Made or Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016 During the Year along with their Status as at the End of the Financial Year

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.

44. Details of Difference between Valuation Amount on One Time Settlement and Valuation while Availing Loans from Banks and Financial Institutions

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

45. Data Privacy, Data Protection and Cybersecurity

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.

46. 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.

47. Acknowledgements

The director(s) 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.