Directors Report of Sampre Nutritions Ltd.

Mar 31, 2025

The Board of Directors (“Board”) have pleasure in presenting the thirty-fourth (34th) Annual Report on the
business and operations of Sampre Nutritions Limited (“the Company") together with the audited
standalone and consolidated financial statementsfor the financial period ended 31 March 2025.

BUSINESS, AND FINANCIAL POSITION AND CORPORATE STRUCTURE

1. State of Affairs

The Company is engaged in the business of manufacturing, producing, and processing a wide
range of food, beverage, healthcare, and personal care products, including soft drinks,
confectioneries, cosmetics, and therapeutic items. It operates as a distributor, stockist, and liaison
for these products both in India and internationally, representing various manufacturers and
importers. The company also acquires scientific know-how, undertakes turnkey projects and
collaborations to set up similar industries, and fabricates essential machinery and equipment to
support its manufacturing activities.

The year under review was marked by a mixed economic environment. The Indian economy
continued to demonstrate resilience with GDP growth estimated at 6.5% in 2024-25, supported by
robust domestic consumption, government capital expenditure, and recovery in manufacturing.
Inflation moderated to within the RBI’s tolerance band and the external sector remained stable
despite global headwinds and tariff uncertainties.

Within this backdrop, the confectionery industry experienced both opportunities and challenges.
Demand for innovative and affordable products continued to grow, supported by demographic
shifts and increasing urban consumption. At the same time, the industry faced pressuresfrom rising
input costs, evolving regulatory standards, and tariff changes impacting trade dynamics.

For the Company, the year reflected these broadertrends. While turnover was INR 2249.87 lakhs on
a standalone basis, margins were under pressure due to elevated raw material prices and higher
Due to FCCB expenses incurred financing costs, resulting in a net loss of INR 533 lakhs for 2024-25.
Nevertheless, significant steps were taken to strengthen the balance sheet, including reduction of
borrowings which lowered the debt-equity ratio to 0.18 times, and improved inventory management
that reduced holding levels by over 45%. Book value per share rose to INR 44.06, reflecting
improved capital structure despite reported losses.

The Board wish to emphasize that the long-term fundamentals of the Company remain intact.
Focused investments in product innovation, brand building, and operational efficiency are
expected to position the Company favourably to capture emerging opportunities in the
confectionery sector. The management continues to adopt a prudent and disciplined approach to
cash flows, risk management, and governance to ensure sustainable value creation for
stakeholders.

There has been no change in the business of the Company during the financial year ended 31
March 2024.

2. Financial Summary

During the financial period ended 31 March 2025, the Company has recorded financials, the
summary of which is shown below:

(All amounts in INR Lakhs except EPS)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Income	2,549.87	2,526.49	2,548.76	2,526.49
Total Expenses	(3,266.05)	(2,469.96)	(3,301.26)	(2,477.75)
Profit before Tax	(716.18)	56.53	(752.50)	48.74
Tax Expense	(14.74)	(25.58)	(14.74)	(25.58)
Profit after Tax	(730.92)	30.95	767.24)	23.16
Other Comprehensive Income	-	-	-	-
Total Comprehensive Income	-	-	-	-
Earnings Per Share
Basic EPS	(5.17)	0.45	(5.43)	0.34
Diluted EPS	(5.17)	0.33	(5.43)	0.34

The Figures in brackets represent deductions. The above figures are extracted from the audited
standalone and consolidated financial statements of the Company as per the relevant Accounting
Standards prescribed under the Companies Act, 2013 ("the Act") and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements), 2015 ("Listing Regulations”). The
equity shares are at nominal value of INR 10 (Indian Rupees ten) per share. The directors are
confident that the performance and operations of the Company will improve in the coming years.

3. MD and CFO Certification

In terms of Regulation 17(8) read with Part B of Schedule II of the Listing Regulations, a certificate
from Brahma Gurbani, Managing Director and Vamshi Srinivas Vempati, Chief Financial Officer of
the Company addressed to the Board, confirming the correctness of the financial statements for the
financial year ended 31 March 2025, adequacy of the internal control measures and reporting of
matters to the Audit Committee, is annexed to this Annual Report in Annexure 1.

4. Code of Conduct

In compliance with Regulation 17(5) of the Listing Regulations, the Board of Directors have framed
and adopted Code of Conduct (“the Code”) for Directors and Senior Management of the Company.
The Code provides guidance on ethical conduct of business and compliance of law. The Code is
available on the Company''s website at https://sampreltd.com/pdf/policies-and-practices/code-of-
conduct.pdf.

All members of the Board and Senior Management personnel have affirmed the compliance with
the Code as on 31 March 2025. A declaration to this effect, signed by the Managing Director in terms
of the Listing Regulations, is given in the Corporate Governance Report forming part of this Annual
Report in Annexure 2.

5. Appropriations

During the period under relevance, the Company has not transferred any amount to the reserves
and accordingly, the entire balance available in the Statement of Profit and Loss is retained in it.

6. Dividend

The Board after considering holistically the relevant circumstances have not recommended any
dividend for the period under review considering the Company wishes to plough back the profits
and conserve resources for future growth and expansion.

7. Investor Education and Protection Fund

In terms of the provisions of Section 125 of the Act and the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 made thereunder, the amount that
remained unclaimed for a period of 7 (Seven) years is required to be transferred to the Investor
Education and Protection Fund (“IEPF") administered by the Central Government. During the year
under review there no amount of unpaid dividend and shares which were transferred to the IEPF.

8. Subsidiary, Associate or Joint Venture Companies

The Company has established wholly owned subsidiaries namely ^:,Sampre Nutritions FZCO" in
Silicon Oasis Free Zone, Dubai, United Arab Emirates and “Sampre Nutritions Holding Limited” in
England, United Kingdom.

Pursuant to Section 129(3) of the Act, the statement containing the salient features of the financial
statement of the Company’s subsidiaries, associates and joint ventures is given in Form AOC-1 as
Annexure4.

Further, the audited financial statements and trie related documents of the subsidiaries, associates
and joint ventures shall be kept open for inspection at the registered office of the Company. The
Company will also make available copy thereof upon specific request by any member of the
Company interested in obtaining the same. Further, pursuant to Ind AS 110 issued by the Institute of
Chartered Accountants of India, the consolidated financial statements presented by the Company
in this Annual Report include the financial information of its subsidiary.

9. Listing on Stock Exchanges

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

CORPORATE GOVERNANCE

10. Management Discussion and Analysis

In terms of Regulation 34(2) (e) read with Part B of Schedule Vof the Listing Regulations, the
Management Discussion and Analysis forms part of this Annual Report and is set out in Annexure 5.

11. Corporate Governance

Our corporate governance practices, deeply rooted in our core values, encompass our culture,
policies, and stakeholder relationships. Integrity and transparency are pivotal in fostering
stakeholder trust. We prioritise member value, adhering to legal, ethical, and sustainable standards.
The Board fulfils its broad fiduciary duties, acknowledging its significant responsibilities. Our
disclosures adhere to international governance standards, reflecting our commitment to industry
best practices. We persist in enhancing long-term member value while respecting minority member
rights in our strategic decisions.

12. Vigil Mechanism

The Company is committed to fostering an ethical and transparent work environment where the
directors and employees can report genuine concerns related to misconduct, ethical violations, or
potential legal issues. While Regulation 22 of the Listing Regulations, was not applicable to the
Company during the year, we remain dedicated to supporting a workplace culture where individuals
feel encouraged to raise concerns responsibly and without fear of retaliation, thus upholding the
principles of accountability and integrity in all business operations. The vigil mechanism and whistle
blower policy has been disclosed on the website of the Company at
https://sampreltd.com/pdf/policies-and-practices/whistleblower-policy.pdf.

BOARD OF DIRECTORS

13. Board Diversity

The Company acknowledges the significance of a diverse Board for its growth. We are confident
that a genuinely diverse Board will harness variations in thought, perspective, regional and industry
backgrounds, cultural and geographical diversity, age, ethnicity, race, gender, knowledge, and
expertise. This inclusive approach extends to areas such as finance, diversity, global business,
leadership, information technology, mergers and acquisitions, board service, governance, sales
and marketing, environmental, social and governance, risk management, cybersecurity, and other
domains. This diversity is integral to maintaining a competitive advantage.

14. Board Composition and Key Managerial Personnel

As on 31 March 2025, the Board consisted of six (6) directors with an optimum mix of two (2)
Executive Directors and four (4) Non-Executive Independent Directors. The Board also consists of
one (1) Woman Director as a Non-Executive Independent Director. The details of the Board
Composition are outlined in the Corporate Governance Report forming part of the Annual Report.

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

The number of directorships of the directors are within the limits of Section 165 of the Act, read with
the Companies (Appointment and Qualification of Directors) Rules, 2014.

15. Committees of the Board

As on 31 March 2025, the Company had three (3) committees: Audit Committee, Nomination and
Remuneration Committee and Stakeholders’ Relationship Committee. The composition, terms of
reference of the Committees and number of meetings held during the year are provided in the
Corporate Governance Report, which forms a part of this AnnualReport.

16. Board Meetings and Committee Meetings

The Board and the Committees meets at regular intervals to discuss and decide on the Company’s
business policy and strategy. The notice and agenda with notes on each agenda item for the Board
meetings and Committee meetings is circulated at least a week prior to the date of the meeting. The
quorum was met on all the meetings of the Board and the Committees. The details of the Board
Meetings with the dates, and attendances of each directors and committee members is provided in
the Corporate Governance Report forming part of this Board''s Report.

17. Independent Directors

The Company has received necessary declarations from each independent director under Section
149(7) of the Act, that they meet the criteria of independence laid down in Section 149(6) of the Act
and the Listing Regulations. The independent directors also have confirmed compliance with Rule 6
of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended relating
to inclusion of their name in the databank of independent directors. Additionally, a declaration from
the independent directors have been obtained to the effect they have not been debarred from
holding office of a director by virtue of any order passed by SEBI or any other such authority.

18. Statement Regarding Independent Director

In the opinion of the Board, the independent directors comprise persons of high integrity and
possess relevant expertise and experience in their respective fields. All the independent directors of
the Company have valid registration with the Independent Director''s database maintained by the
Indian Institute of Corporate Affairs (“IICA") and also completed the online proficiency test
conducted by the IICA, wherever required.

19. Policy on Directors’ Appointment and Remuneration

In terms of Section 178(3) of the Act, the Board has formulated a policy on qualifications, positive
attributes and independence of a director, key managerial personnel and senior management of the
Company. Furthermore, the policy also determines the diversity of the Board and criteria for
determining the remuneration to the directors, key managerial personnel and senior management
of the Company. The Salient Features of the Policy is provided in Annexure 6and is also uploaded on
the website of the Company at https://sampreltd.com/pdf/policies-and-practices/nomination-and-
remuneration-policy.pdf.

20. Board Performance Evaluation

The Company has highly committed and dedicated professionals as well as directors on the Board
of the Company. The directors follow an efficient mechanism for annual evaluation of performance
by directors and their committees. The mechanism basically is based upon the principle of
enhancement in Company’s efficient governance and bringing higher levels of transparency,
legacy and accountability in working of the Company. Broadly, the evaluation framework for
assessing the performance of directors comprises of the following key areas:

a. Attendance in the Board and Committee meetings

b. Quality of contribution to deliberations

c. Strategic perspectives or inputs regarding future growth of Company and its performance

d. Providing perspectives and feedback going beyond information provided by the
management

e. Commitment to member and other stakeholder interests

Pursuant to Section 134(3)(p) read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the
formal annual evaluation needs to be made by the Board of its own performance and that of its
committees and individual directors. The Board has carried out annual performance evaluated of its
own performance, the Committee and director individually including independent directors. The
performance evaluation of the non-independent directors was carried out by the independent
directors. The directors expressed their satisfaction with the evaluation process.

21. Directors’ Responsibility Statement

The Board would like to inform the members to the best of their knowledge and belief and according
to the information and explanation obtained by them, that the audited financial statements for the
financial year ended 31 March 2025, are in full conformity with the requirements of the Act. Pursuant
to requirement of Section 134(3)(c) of the Act with respect to Directors’ Responsibility Statement, it
is hereby confirmed that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;

b. The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the

state of affairs of the Company as at 31 March 2025 and of the profit and loss of the Company for the
period 2024-25;

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

d. The directors have prepared the annual accounts on a going concern basis;

e. The directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and

f. The directors have devised proper systems to ensure compliance wrth the provisions of all
applicable laws and systems are adequate and operating effectively.

22. Particulars of Managerial Remuneration

The disclosure pertaining to remuneration and other details as required under Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to this Report as Annexure 7. The directors state that none of the
executive directors of the Company received any remuneration or commission from any of its
subsidiaries, and the remuneration is as per the remuneration policy of the Company.

23. Particulars of top 10 Employees

The statement containing particulars of top 10 employees in terms of remuneration drawn and the
particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 is not
applicable to the Company.

AUDIT ANDAUDITORS

24. Statutory Auditors

N G Rao & Associates, Chartered Accountants (Firm Registration No.: 009399S) are the Statutory
Auditors of the Company. They were appointed in the thirty-third (33rd) Annual General Meetingfor
the financial year 2023-24for 5 (five) consecutive years to hold office till the conclusion of the thirty-
eighth (38th)Annual General Meeting for the financial year 2028-29 in accordance with Section
139(1) of the Act, read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014. The
appointment of the auditors is not required to be ratified at every Annual General Meeting.

25. Secretarial Auditors

During the period under review,Neelu Goyal & Associates, Company Secretaries (Firm Registration
No.: S2018TS578500)conducted the secretarial audit of the Company for the financial year 2024-25
pursuant to Section 204(1) of the Act, read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report is attached to this
Report in Annexure 8.

The appointment of Neelu Goyal & Associates, Company Secretaries (Firm Registration
No.:S2018TS578500) for a term of five (5) consecutive yearsfrom the financial year 2025-26 to the
financial year 2029-30 is proposed in the ensuing Annual General Meeting.

26. Cost Records and Cost Auditors

The Company is neither required to maintain cost records as specified by the Central Government
under Section 148(1) of the Act nor required to have its cost records audited under Section 148(2).

27. Audit Reports

The directors informed that there are no qualifications, reservations or adverse remarks in the audit
report as presented by the statutory auditorsof the Company, save and except usual disclaimer
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 contains a modified / qualifying opinion
concerning the Company''s compliance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015. The Secretarial Auditors have noted that the
Company did not submit the Structured Digital Database (SDD) Compliance Certificate for the said
financial year.

The Board of Directors of the Company acknowledges the observation highlighted in the report.
The Board takes cognizance of this observation and is committed to addressing this matter in the
forthcoming year to ensure full adherence to all regulatory obligations. A review of the Company’s
compliance processes is underway to strengthen oversight and prevent such instances in the
future.

28. Reporting of Frauds by Auditors

During the year under review, there were no frauds which came to the cognizance of thestatutory
auditors and secretarial auditors. Thus, the requirement by 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.

32. Disclosure of Composition of Audit Committee

The provisions of Section 177(1) of the Act read with Rule 6 and 7 of the Companies (Meetings of the
Board and its Powers) Rules, 2014 is not applicable to the Company. Hence, the disclosure
pursuant to Section 177(8) of the Act is not required.

SPECIFIED TRANSACTIONS

33. Unsecured Loan from Directors

During the year under review the Company has received an unsecured loan of INR 7,11,42,976from
Brahma Gurbani, Managing Director of the Company.Further, pursuant to Section 73 of the Act,
read with Rule 2(1 )(c)(viii) of Companies (Acceptance of Deposit) Rules, 2014, a declaration in
writing to the effect that the amount is given out of their owned funds and not being given out of
funds acquired by them by borrowings or accepting loans or deposits from others was received
from the directors.

34. Deposits

The Company has not accepted any deposits from the public and members and as such there are
no outstanding deposits in terms of the Section 73 of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014.

35. Loans, Guarantees or Investments

There was no loan or guarantee given or investment made or security provided pursuant to Section
186 of the Act during the year under review.

36. Contracts or Arrangements with Related Parties

The Company is committed to maintaining transparency and accountability in its dealings,
including transactions with related parties. Although Regulation 23 of the Listing Regulations is not
mandatorily applicable, we adhere to high standards of governance by ensuring that all related
party transactions are conducted at arm’s length and in the ordinary course of business. Since all
related party transactions entered into by the Company were on an arm’s length basis and in the
ordinary course of business and the Company had not entered into any material related party
contracts, the disclosure under Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2
is not required to be provided. The details of the related party transactions during the year under
review are given under Note 38 of the Notes to Financial Statements appended to this Report.

SECURITIES AND CAPITAL STRUCTURE

37. Changes in Capital Structure and Debt Structure

The Company has altered the capital structure during the year under review as detailed below:

Date of Issue and Allotment	Method of Allotment	IssuePrice (INR)	Conversion Price (INR)	Securities Allotted	Securities Allotted to Promoter Group	Consideration (Cash /Non- Cash)
22/04/2024	Preferential Issue	36.00	36.00	1700000	Nil	Cash
14/10/2024	Preferential Issue	59.84	59.84	8991711	Nil	Cash
17/02/2025	Preferential Issue	59.84	59.84	3045144	Nil	Cash

The Company had allotted 2600000 (Twenty-six lakh) convertible warrants on a preferential basis to
non-promoters with an option to convert the same into an equal number of equityshares on 20
October 2022. During the year under review, 1700000 (Seventeen lakh) convertible warrants were
converted into 1700000 (Seventeen lakh) equity shares. Further, 15 (Fifteen) Foreign Currency
Convertible Bonds (“FCCB”) worth USD 100,000 per bond were converted into 12036855 (One

crore twenty lakh thirty-six thousand eight hundred fifty-five) equity shares ranking pari passu with
the existing equity share capital of the Company. These FCCBs were issued on a private placement
basis, with the fair value determined under Regulation 154 of the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2018. read with the provisions of
the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depositary
Receipt Mechanism) Scheme, 1993.

CORPORATE SUSTAINABILITY

38. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The disclosures pursuant to Section 134(3) (m) of the Act, read with the Rule 8(3) of the Companies
(Accounts) Rules, 2014 in respect of conservation of energy, technology absorption and foreign
exchange earnings and outgo are given as below:

A. Conservation of Energy

a. The steps taken or impact on conservation of energy

The operations of the Company are not energy intensive. However, adequate measures have
been initiated to reduce energy consumption.

b. The steps taken by the Company for utilising alternate sources of energy

The Company is working on viability study and development on introducing renewable
sources of energy at site and office to reduce the cost of energy. The Company is in the
process of phasing out electronics that use ozone depleting materials. Additionally, the
Company continues to analyse energy consumption.

c. The capital investment on energy conservation equipment

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

B. Technology Absorption

a. The efforts made towards technology absorption

Information Technology is a critical for growth of business and hence the Company has
introduced new technologies in its day-to-day operations. The Company is using computers
and latest technology for speedy communication.

b. The benefits derived like product improvement, cost reduction, product development or
import substitution

Due to adoption of information technology, the cost of communication has reduced to a great
extent. Furthermore, the time to communicate has reduced, helping in effective and efficient
governance and management of the affairs of the Company.

c. In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year)

There is no such technology imported during the last three years by the Company.

d. The expenditure incurred on research and development

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

C. Foreign Exchange Earnings and Outgo

During the year, the foreign exchange earned in terms of actual inflow was Nil and the foreign

exchange outgo in terms of actual outflow was INR 3,90,24,910 (Indian Rupees Three crores ninety
lakhs twenty-four thousand nine hundred ten) only.

39. Corporate Social Responsibility

The requirements of Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 with respect to applicability of Corporate Social Responsibility
("CSR") spending were not applicable to the Company as per the audited financial statements for
the year 2024-25. Hence, the Company is not required to formulate and adopt the CSR Policy or
constitute CSR Committee during the year under review.

40. Environmental, Social and Governance

Our focus is steadfast on leveraging technology to battle climate change, water management and
waste management. On the social front, our emphasis is on the development of people, especially
in the areas of digital skilling, improving diversity and inclusion, facilitating employee wellness and
experience, delivering technology for good and energizing the communities we work in. We are also
redoubling our efforts to serve the interests of all our stakeholders, by leading through our core
values and setting benchmarks in corporate governance.

HUMAN RESOURCES MANAGEMENT

41. Prevention of Sexual Harassment

The Company''s goal has always been to create an open and safe workplace for every employee to
feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the
best of their abilities. In line to make the workplace a safe environment, the Company has set up a
policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“PoSH Act"). Further, the
Company has complied with the provisions under the PoSH Act relating to the framing of an anti-
sexual harassment policy and the constitution of an Internal Committee.

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

42. Affirmation with Maternity Benefits Laws

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act,
1961. All eligible women employees have been extended the statutory benefits prescribed under
the Act, including paid maternity leave, continuity of salary and service during the leave period, and
post-maternity support such as nursing breaks and flexible return-to-work options, as applicable.
The Company remains committed to fostering an inclusive and supportive work environment that
upholds the rights and welfare of its women employees in accordance with applicable laws.

MISCELLANEOUS

43. Web Link of the Annual Return

The detail forming part of the extract of the annual return in Form MGT-9 in accordance with Section
92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, has been
disclosed on the website of Company at https://sampreltd.com/pdf/annual-results/annual-return-
2024-25.pdf.

44. Material Changes and Commitments

There are no material changes and commitments affecting the financial position of the Company,
which has occurred between the end of the financial year of the Company i.e., 31 March 2025 and
the date of the Board s Reoort.

45. Going Concern Status and Company Operations

There are no significant material orders passed by the regulators, courts or tribunals which would
impact the going concern status of the Company and its future operations.

46. Application Made or Proceedings Pending for Insolvency

During the year under review, there were no applications or filed or proceedings pending in the
name of the Company under the Insolvency and Bankruptcy Code, 2016.

47. Difference In Valuation between Loans Availed and One Time Settlement Made

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

48. Data Privacy, Data Protection and 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.

49. Cautionary Statement

Statements in this Board''s Report and the Management Discussion and Analysis describing the
Company’s objectives, projections, estimates, expectations or predictions may be forward-looking
statements. Though these statements are based on reasonable and rational assumptions, their
actual results may differ materially from those expressed or implied.

50. Acknowledgements

The directors wish to place on record their appreciation to the Government of India, the
Governments of various states in India, Governments across various countries, and concerned
Government departments and agencies for their cooperation. Additionally, the directors want to
recognise the invaluable support and collaboration of the workers, employees, banks, customers,
partners, and the consultants provided during the period. The directors appreciate and value the
assistance provided during the period, and are looking ahead for a fruitful relationship in future.

For Sampre Nutritions Limited

Brahma Gurbani Vishal RatanGurbani

Managing Director Whole-Time Director

(DIN:00318180) (DIN:07738685)

Date: 25 August 2025
Place: Hyderabad, TG

---

Mar 31, 2024

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:

(All amounts in INR Lacs except EPS)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	2,526.49	3,717.90	2,526.49	3,717.90
Total Expenses	(2,469.96)	(3,676.13)	(2,477.75)	(3,676.13)
Profit before Tax	56.53	41.77	48.74	41.77
Tax Expense	(25.58)	(7.03)	(25.58)	(7.03)
Profit after Tax	30.95	34.74	23.16	34.74
Other Comprehensive Income	-	-	-	-
Total Comprehensive Income	-	-	-	-
Basic & Diluted EPS	0.45	0.61	0.34	0.61

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:

Sl. No.	Name	Designation	DIN
1.	Brahma Gurbani	Managing Director	00318180
2.	Vishal Ratan Gurbani	Whole-Time Director	07738685
3.	Vimal Suresh	Independent Director	08361739
4.	Banala Jaya Prakash Reddy	Independent Director	00407438

5.	Umra Singh Sirohi	Independent Director	02622284
6.	Vamshi Srinivas Vempati	Chief Financial Officer	N.A.
7.	Krishnama Nupur	Company Secretary	N.A.

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:

Sl. No.	Name of the Directors	Designation
1.	Umra Singh Sirohi	Chairperson
2.	Vishal Ratan Gurbani	Member
3.	Vimal Suresh (Up to 13 February2024)	Member

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:

Sl. No.	Name of the Directors	Designation
1.	Umra Singh Sirohi	Chairperson
2.	Banala Jaya Prakash Reddy	Member
3.	Vimal Suresh (Up to 13 February2024)	Member

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:

Sl. No.	Name of the Directors	Designation
1.	Umra Singh Sirohi	Chairperson
2.	Vishal Ratan Gurbani	Member
3.	Vimal Suresh (Up to 13 February2024)	Member

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:

SI No	. Hii''Prtni''Q Mampc	No. of Board Meetings
OU liUi	L/ll CvlUl O liCllllCo	Entitled to Attend	Attended
1.	Brahma Gurbani	7	7

2.	Vishal Ratan Gurbani	7	7
3.	Vimal Suresh	7	7
4.	Banala Jaya Prakash Reddy	7	7
5.	Umra Singh Sirohi	7	7

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:

Sl. No.	Committee Names	Number of Meetings
1.	Audit Committee	4
2.	Nomination and Remuneration Committee	1
3.	Stakeholders Relationship Committee	1

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:

SI N0		No. of Committee Meetings
	WIIIIIIKluu 1 IvIMUCI o liuMICo	Entitled to Attend	Attended
1.	Umra Singh Sirohi	4	4
2.	Vishal Ratan Gurbani	4	4
3.	Vimal Suresh	4	4

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:

Sl No		No. of Committee Meetings
	WIIIIIIKluu 1 IvIMUCI o liuMICo	Entitled to Attend	Attended
1.	Umra Singh Sirohi	1	1
2.	Banala Jaya Prakash Reddy	1	1
3.	Vimal Suresh	1	1

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:

SI No		No. of Committee Meetings
		Entitled to Attend	Attended
i.	Umra Singh Sirohi	1	1
2.	Vishal Ratan Gurbani	1	1
3.	Vimal Suresh	1	1

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:

Sl. No.	Name of Directors	Amount (INR)
1.	Brahma Gurbani	4,16,82,857
2.	Meera Gurbani	35,26,269

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.

For Sampre Nutritions Limited

Brahma Gurbani Vishal Ratan Gurbani

Managing Director Whole-Time Director

(DIN:00318180) (DIN:07738685)

Date: 4 November 2024 Place: Hyderabad, TG

---

Mar 31, 2023

Your Directors have pleasure in presenting the 32^nd Annual Report together with the Audited financial statements for the year ended 31^st March, 2023.

1. REVIEW OF PERFORMANCE:

(Amount in Lakhs)

Particulars	Current Year 31.03.2023	Previous Year 31.03.2022
Income (Including Other Income)	3717.90	2340.31
Expenses (Including exceptional items)	3305.18	1963.03
Profit/(Loss) before Interest, Depreciation & Tax (PBIDTA)	412.72	377.28
Finance Charges	188.84	176.62
Depreciation & amortization	182.15	163.43
Net Profit/(Loss) B efore Tax	41.73	37.22
Provision for tax including Deferred Tax	7.03	6.44
Net Profit/(Loss) after tax	34.70	30.79
Add / (Less): Share of Profit / (Loss) on Associate Companies	--	--
Add / (Less): Minority Interest - Share of Profit / (Los s)	--	--
Net Profit / (Loss)	34.70	30.79
Basic	0.61	0.64
D i luted	0.37	0.64

2. OPERATIONAL REVIEW:

During the year under review the company has achieved turnover of Rs. 3717.90 Lakhs as compared to previous year’s turnover of Rs. 2340.31 Lakhs. Net profit of the company after tax is Rs. 34.70 Lakhs as compared to previous year profit after tax of Rs. 30.79 Lakhs.

As the existing manufacturing capacities are been fully utilized and to cater to demand from North India market, demand from export market, and prospective orders pursuant to agreement with Reliance Retail and Mondeleze India Foods Private Limited, company is gauging various options to enhance production capacities of the company.

Company has also raised funds by way of issue of equity and Convertible Warrants with the object of meeting the long-term funding requirements of the Company for capital expenditure, working capital, general corporate purposes, etc. in order to support the future growth plan of the Company. Also, Company has obtained approval of members for raising of funds and issuance of securities through QIP and/or FCCB and/or any other permissible modes not exceeding USD 100 Million only.

3. INCREASE IN AUTHORISED SHARE CAPITAL/PAID UP CAPITAL:

During the financial year

a. Authorized Share Capital of the company is increased from '' 6,00,00,000 (Rupees Six Crores Only) divided into 60,00,000 (Sixty Lakhs Only) Equity Shares of '' 10/- (Rupees Ten Only) each to '' 18,00,00,000 (Rupees Eighteen Crores Only) divided into '' 1,80,00,000 (One Crore Eighty Lakhs Only) Equity Shares of '' 10/- (Rupees Ten Only) each ranking paripassu with the existing Equity Shares in all respects as per the Memorandum and Articles of Association of the Company.

b. Paid-up equity capital of the Company has increased from '' 4,82,00,000/-consisting of 48,20,000 Equity Shares of '' 10/- each to '' 6,87,00,000/-consisting of 68,70,000 Equity Shares of '' 10/- each.

4. ALLOTMENT OF EQUITY AND CONVERTIBLE WARRANTS:

During the year Company has issued and Allotted

a. 20,50,000 Equity Shares of Face Value of '' 10/- each at a premium of '' 26/- each amounting to '' 7,38,00,000/- to Strategic Investors being Non-Promoters on Preferential Allotment basis pursuant to Resolution passed in the Extra Ordinary General Meeting held on August 13, 2022 in compliance with the provisions of Section 42, 62 and other applicable provisions of The Companies Act, 2013. Company has obtained Listing and trading with regard to shares allotted.

b. 26,00,000 Convertible Warrants of Face Value of '' 10/- each at a premium of '' 26/- each to Strategic Investors being Non-Promoters on Preferential Allotment basis pursuant Resolution passed in the Extra Ordinary General Meeting held on August 13, 2022 incompliance with the provisions of Section 42, 62 and other applicable provisions of The Companies Act, 2013

Details of Conversion of Warrants-

Warrant shall be convertible into one Equity Share of Face value of Rs. 10/- each of the Company. The last and the final date of conversion of warrants shall be 19^th April, 2024 (i.e., shall be converted within 18 months from the date of allotment of warrants). All the outstanding warrants in respect of which the holder has not exercised his/ her option, shall lapse by 20^th April, 2024. each and 25% consideration amount as received in terms of Regulation 169 (2) of SEBI (ICDR) Regulations, 2018 shall be forfeited.

5. CHANGE IN DIRECTORS & KMP’s:

In order to comply with provisions of Section 152 of the Companies Act, 2013, Mr. Brahma Gurbani, Managing Director of the Company shall retire by rotation under the provisions of the Act and being eligible, offers himself for re-appointment.

Further Mr. Vishal Ratan Gurbani was re-appointed as Whole-time Director of the Company w.e.f 22^nd August, 2022 and his re-appointment was regularized in the AGM held on 29.09.2022. Further there were no other changes in the constitution of Board during period under review.

Mr. Deepak Bissa, Company Secretary resigned w.e.f28.02.2023 from the position of directorship. Further, Mrs. Krishnama Nupur is appointed as Company Secretary w.e.f 02.05.2023

6. TRANSFER TO RESERVES:

It is not proposed to transfer any amount to reserves during the financial year ended March 31,2023.

7. DIVIDENDS:

Your directors do not recommend any dividends for the financial year 2022-23, as profits are planned to be ploughed back into the business operations of the Company.

8. PUBLIC DEPOSITS:

Your Company has not accepted any deposits during the year falling under Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

9. SUBSIDIARY, HOLDING, JOINT VENTURE AND ASSOCIATE COMPANIES:

As on March 31, 2023, the Company has Two (2) Subsidiary Company as defined under the Companies Act, 2013.

Pursuant to approval of Board company has set up wholly owned subsidiaries namely “SAMPRE NUTRITIONS FZE CO” in Silicon Oasis Free Zone, Dubai, United Arab Emirates & “SAMPRE NUTRITIONS HOLDING LIMITED” in England, United Kingdom. The Company has not yet remitted any capital towards subscription of these subsidiaries. These subsidiaries are yet to start commercial operations, hence consolidated financial reports not reprepared.

10. SECRETARIAL STANDARDS:

The Directors and senior management state that applicable Secretarial Standards,

i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly complied by the Company.

11. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

12. MATERIAL CHANGES AND COMMITMENTS FROM THE DATE OF CLOSURE OF FINANCIAL YEAR:

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.

13. 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.

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:

The Company has not given any Loans, Guarantees falling under Section 186 of the Companies Act, 2013 during the current financial year and does not have any loans and guarantees outstanding as on 31^st March 2023 except outstanding advances given to the Associate Companies in ordinary course of business.

The disclosure of particulars pursuant to Section 186(4) of Investments made by the company and outstanding as at 31^st March, 2023 is as follows:

S. No	Name of the Investee	Nature of Investment	Amount
1.	Cosmos Co-Op Bank Ltd	1000 equity share of Rs.100 each	Rs. 100000

15. ELECTRONIC ANNUAL REPORT:

In view of the MCA circulars dated May 05, 2020 read with circulars dated April 08, 2020 and April 13, 2020 followed by Circular dated January 13, 2021 and 2021 and Circular No. 03/2022 dated May 05, 2022 and Circular no. 11/2022 dated December 28, 2022 (collectively referred to as “MCA Circulars”), permitted the Annual Report to be sent through electronic mode, accordingly electronic copies of the Annual Report for the financial year 2022-23 and Notice of the AGM are sent to all shareholders whose email addresses are registered with the Company. Members are requested to register their email ids with Company or Registrar and Share Transfer Agent (RTA) of the Company for receiving e-copies of Annual Report, Notice to the AGM and other shareholder’s communication.

16. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Directors of your Company hereby confirm that:

a) In the preparation of Annual Accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

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 true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March, 2023 and of the profit and loss of the Company for that period;

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 frauds and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls by the Company and that such internal financial controls are adequate and operating effectively; and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy which lays down a framework in relation to selection, appointment and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as follows:

I. Remuneration details of Directors and Key Managerial Personnel (KMPs)

Name of the Director	Designation	% increase in remuneration	Ratio to Median Remuneration
a) Executive Director
Brahma Gurbani	Managing Director	Nil	6.31:1
Vishal Ratan Gurbani	WTD -VP	8%	3.04:1
b) KMP
Vamshi Srinivas Vempati	CFO	7%	2.96:1
Deepak Bissa (Up to 13.03.2023	Company Secretary	--	0.43:1

II. Total employees on the payroll of the Company: 128

III. Percentage increase in the median remuneration of employees during FY 2022-23 and Remuneration of Managerial Personnel Vis a Vis other employees: NIL

IV. Pursuant to Rule 5(1 )(xii) of the companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, it is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

V. Details of top ten employees of the companies in terms of remuneration drawn during the year including the details of remuneration of employees who, if employed throughout the year, were in receipt of remuneration at the rate of not less than Rs.1,02,00,000/- per annum or if employed for part of the year, were in receipt of remuneration at the rate of not less than Rs. 8,50,000/- per month - NIL

18. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS:

i) Board Meetings:

The Board of Directors of the Company met 12 (Twelve) times during the year 202223. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013. The detail of number of meetings attended by each director is as follows:

Board Meeting

s

Names of Directors

26/04/2022

28/05/2022

15/07/2022

06/08/2022

02/09/2022

20/09/2022

07/10/2022

20/10/2022

12/11/2022

22/12/2022

09/02/2023

25/03/2023

Mr. Brahma Gurbani

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Mr. Banala Jaya Prakash Reddy

Yes

No

Yes

Yes

No

No

No

Yes

Yes

Yes

Yes

Yes

Mrs. Umra Singh Sirohi

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

M r. Vishal Ratan Gurbani

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Mr. Vimal Suresh

No

Yes

No

Yes

Yes

No

No

No

Yes

No

Yes

No

ii) Key Managerial Personnel:

As at March 31,2023, the following have been designated as KMP of the Company as defined under Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Mr. Brahma Gurbani, Managing Director

Mr. Vishal Ratan Gurbani - Vice-President (Whole-time Director)

Mr. Vamshi Srinivas Vempati, Chief Financial Officer Mr. Deepak Bissa - Company Secretary upto 28.02.2023

iii) Changes in Directors & Key Managerial Personnel:

Mr. Deepak Bissa, resigned as Company Secretary of the company w.e.f28.02.2023.

iv) Independent Directors:

1. Mr. Banala Jayaprakash Reddy - Second Term w.e.f 27.09.2019

2. Mrs. Umra Singh Sirohi - Second term w.e.f. 27.09 2019

3. Mr. Vimal Suresh w.e.f 14.02.2019

v) Statement on declaration by independent directors:

The Company has received necessary declaration from each independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

vi) Board Committees:

The Company has the following Committees of the Board:

(a) AUDIT COMMITTEE:

The primary objective of Audit Committee is to monitor and provide effective supervision of the management’s financial reporting process with a view to ensure accurate, timely and proper disclosures and transparency in financial reporting. The Company has a qualified and independent Audit Committee comprising of Independent & Promoter Directors. The Chairman of the Committee is an Independent Director.

? Composition:

Audit Committee of your Company as on date consists of 2 Non-executive Independent Director and 1 Executive Director. Company Secretary is Secretary to the Audit Committee.

1. Mrs. Umra Singh Sirohi - Chairperson

2. Mr. Vishal Ratan Gurbani - Member

3. Mr. Vimal Suresh - Member

The committee met Four times during the financial year 28.05.2022, 06.08.2022, 12.11.2022 and 09.02.2023 attendance of each Member of Committee is as follows.

S. No.	Names of the Member	Designation	No. of Meetings held	No. of Meetings attended
1	Mrs. Umra Singh Sirohi	Chairperson	4	4
2	Mr. Vimal Suresh	Member	4	4
3	Mr. Vishal Ratan Gurbani	Member	4	4

Further there are no recommendations of Audit Committee which were not accepted

by the Board

Terms of Reference:

• Overviewing the financial reporting process of the Company.

• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company, decide the nature and scope of audit in consultation with Auditors as well as post-audit discussion;

• Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process, performance of statutory and internal auditors, adequacy of the internal control systems;

• Reviewing, with the management, the annual financial statements and auditor''s report, quarterly financial statements, the statement of uses / application of funds thereon before submission to the board for approval, scrutiny of inter-corporate loans and investments, valuation of undertakings or assets, statement of deviations, management discussion and analysis of financial condition & such other significant information

• Approval or any subsequent modification of transactions of the listed entity with related parties;

• Evaluation and reviewing of adequacy of internal audit function internal financial controls and risk management systems;

• To review the functioning of the whistle blower mechanism;

(b) NOMINATION AND REMUNERATION COMMITTEE:

? Brief description of terms of reference:

The Nomination and Remuneration Committee is vested with the powers relating to formulating the criteria for determining qualifications, positive attributes, independence of directors and recommend to the board a policy relating to the remuneration of the directors, Key Managerial Employees and other employees.

The Committee shall also identify & screen candidates who qualify to become directors and may be appointed in senior management with the criteria laid down, evaluation of director’s performance, approving and evaluating the compensation plans, policies and programs for executive directors and senior managements.

? Composition:

The Nomination & Remuneration Committee constitutes of following directors:

1. Mrs. Umra Singh Sirohi - Chairperson

2. Mr. Banala Jayaprakash Reddy - Member

3. Mr. Vimal Suresh - Member

The Nomination and Remuneration Committee met once during the financial year 2022-23 on 06.08.2022.

? Remuneration Policy and details of remuneration paid to the Directors:

The policy framed by the Nomination and Remuneration Committee under the provisions of Section 178(4) of the Act, is as below:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy which lays down a framework in relation to selection, appointment and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The remuneration policy of the Company has been so structured in order to match the market trends of the confectionery industry. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. Remuneration/ Commission payable to Directors is determined by the contributions made by the respective Directors for the growth of the Company.

Presently, the Non-Executive Directors do not receive any remuneration from the Company except sitting fees.

The aggregate value of salary and perquisites for the year ended 31.03.2023 to Executive Directors are as under:

Name	Designation	Remuneration for financial year 2022-23(in Rs.)
		Salary & Perks	Commission	Total
Mr. Brahma Gurbani	Managing Director	24,00,000	--	24,00,000
Mr. Vishal Ratan Gurbani	Vice-President & Whole Time Director	11,56,400	--	11,56,400

(c) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The role of Stakeholders’ Relationship Committee is to consider and resolve the grievances of shareholders of the Company with respect to transfer of shares, nonreceipt of annual report, non-receipt of declared dividend, etc, review adherence to the service standards in respect of services from the Registrar & Share Transfer Agent and ensure timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

Composition of Stakeholders Relationship Committee is as follows:

Mrs. Umra Singh Sirohi - Chairperson

Mr. Vishal Ratan Gurbani - Member

Mr. Vimal Suresh - Member

vii) Vigil Mechanism:

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has established a whistle-blower policy and also established a mechanism for Directors and employees to report their concerns.

? WhistleBlower Policy:

The Company has established a mechanism for employees to report concerns about unethical behaviors, actual or suspected fraud, and violation of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. We affirm that during the financial year 2022-23, no employee has been denied access to the Audit Committee.

viii) Related Party Transactions:

During the year under review, your Company has entered into transactions with related parties, the details of said transactions are provided in Notes to the Audited Accounts for the year 2022-23 as appended to this report.

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business. There are no such transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and also the Board for approval, where ever required. Prior omnibus approval of the Audit Committee, if any, is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis.

Details of the related party transactions as required pursuant to clause (h) of subsection (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed as Annexure - 1 to this report.

19. PERFORMANCE OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

In accordance with Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014, your Directors have reviewed and evaluated the performance of the Board of Directors and their committees, along with performance of individual Director in the light of Company’s performance. The performance of the Directors individually and collectively and performance of committees are found satisfactory.

With the spirit of wealth creation for the shareholders of the Company, your directors are committed to give their best efforts towards the development of the Company.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As your company doesn’t have net worth exceeding rupees five hundred crore or turnover exceeding rupees one thousand crore or net profit exceeding five crores,

doesn’t fall under the criteria to comply with provisions of Corporate Social Responsibility u/s 135, hence the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not required to be made.

21. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has laid down internal financial controls and believes that the same are commensurate with the nature and size of its business. Such controls have been supplemented by the internal audits carried by Internal Auditor in discussion of top Management including Directors and Chief Financial Officer and presented before the Audit Committee, periodically.

Based on the framework of internal financial controls and the reviews performed by the Management and the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during financial year 2022-23, for ensuring the orderly and efficient conduct of its business including adherence to the Company’s Policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.

22. AUDITORS:

M/s. R R K & Associates, Chartered Accountants (FRN: 009785S), Statutory Auditors were appointed at the Twenty Eighth AGM of the Company to hold the office for a period of five years until the conclusion of the Annual General Meeting of the Company to be held in the financial year 2024. The Company has obtained consent from the Auditors expressing their willingness to continue as statutory Auditors for financial year 2023-24 and that they are eligible for such continuation of their appointment.

Further pursuant to section 142 of the Companies Act, 2013 payment of remuneration to Auditors requires approval of members in general meeting, hence resolution commended for the approval of Shareholders to authorize the board to negotiate and fix their remuneration for FY 2023-24.

23. DETAILS OF FRAUD REPORTED BY AUDITORS:

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013.

24. AUDITORS REPORT:

The Auditors’ Report for fiscal 2023 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this annual report.

25. COST AUDIT & RECORDS:

The provisions of Cost audit u/s 148 and Cost Records are not applicable to the Company.

26. SECRETARIAL AUDITORS:

In accordance with the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Persons) Rule, 2014, the Board of Directors of the Company appointed P. SARADA, Practicing Company Secretary, to conduct Secretarial Audit of the company for the financial year 2022-23. The Secretarial Audit Report for Financial year 2022-23 is herewith appended as Annexure 2 to the Board’s report.

With regard to SDD non-compliance your company in process of implementation of SDD systems.

27. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) of the Companies Act, 2013, and extract of Annual Return in Form MGT 9 is annexed herewith as Annexure 3 to the Boards’ Report.

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

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in the Annexure 4 to this Report.

29. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 34 (2) and Para B of Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis report is attached and forms part of this report, as Annexure 5.

30. CORPORATE GOVERNANCE REPORT:

The Company’s is exempted some of provisions of corporate governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to exception provided under Regulation 15(2)(a) as Paid-up Share Capital and Networth of the Company do not exceed Rs. 10 Crores and Rs. 25 Crores respectively as on 31.03.2023. Hence corporate governance report is not applicable for FY 2022-23.

31. RISK MANAGEMENT:

Risks are events, situations or circumstances which may lead to negative consequences on the Company''s businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework.

The Company has developed and implemented a Risk Management Policy for identifying the risk associated with business of the Company and measures to be taken to mitigate the same. The Audit Committee has additional oversight in the area of financial risks and controls. All risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership. There are no risks which in the opinion of the Board threaten the existence of the Company

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is always committed to promote a work environment free from discrimination and harassment based on gender thereby providing a friendly workplace environment. It ensures that all employees are treated with dignity and there is no discrimination between individuals on the basis of their race, colour, gender, religion, political opinion, social origin, sexual orientation or age.

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 provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the Financial Year 2022-23, the Company received no complaints on sexual harassment.

33. CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion & Analysis describing the Company’s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may

differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

34. ACKNOWLEDGEMENTS:

Your Directors have pleasure in recording their appreciation for the assistance extended to the Company by various officials of the Central and State Governments and Commercial Banks.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders, Investors, Suppliers, Bankers for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the Company.

By the Order of the Board For SAMPRE NUTRITIONS LIMITED

Place: Medchal Date: 29.08.2023

Sd/- Sd/-

BRAHMA GURBANI VISHAL RATAN GURBANI

Managing Director Whole-time Director

DIN:00318180 DIN:07738685

---

Mar 31, 2015

Your Directors have pleasure in presenting the Twenty Fourth Annual Report together with the
Audited Accounts of the Company for the year ended 31st March, 2015.

 

REVIEW OF PERFORMANCE:

PErtiCUlaiS	March 3111, 2D15	March 31I[, 2014
Income (Induing Ott»&r friccme}	10;24,33,&13	15,41,45,010
Expenses (Including exceptional items)	10j03,77,aS2	14.97,20.007
Pnofifl/rt-oss-) before interest, Depreciation & Tax fPBIDTA)	1,38,03,479	1,62,03.602
Finance Charges	40,95,027	29,56*720
Depredation Si amortization	1,16,97,213	1,13,38.599
Net Profit/fLoss) Before Tax	21.06.261	44,25,003
Provision for tax including Deferred Tax	0.14,477	10,34,405
Met ProfMLoss) after tax	12,91,764	33,90.599
Add/fUss): Share of Prolix (Loss> or Associate Companies	Â	-
Add / (Less): Minority Interest ¦ Share of Profit! (Loss)	¦	-
Net Profit / (Loss)	12,91,704	33,90,5$$
EPS
fiaslc	0.2T	070
Diluted	02T	070

 

Operational Review:

 

During the year under review the company continued the manufacturing of “Eclairs” for M/s.
Mondelez India Foods Pvt Limited ( formerly known as Cadbury India Ltd).

During the financial year 2014-15, your Company recorded turnover of Rs. 1025 Lakhs and
earned a Net Profit after tax of Rs. 12.92 Lakhs compared to Turnover of Rs. 1541 Lakhs and
Net Profit after tax of Rs. 33.91 Lakhs during the previous financial year.

Apart from above, the Company has also entered into manufacturing and supply agreement
with M/s. Dharampal Satyapal Ltd, Gurgaon.

 

DIVIDEND:

 

Due to insufficiency of profits your directors do not recommend any dividends for the financial
year 2014-15.

 

DEPOSITS:

 

Your company has not accepted any deposits falling under Section 73 of the Companies Act,
2013 and Companies (Acceptance of Deposits) Rules, 2014, during the year.

 

SUBSIDIARY/ASSOCIATE COMPANIES:

 

Your Company did not have any subsidiary or Associate Company for the financial year
ended on March 31, 2015.

 

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

Declarations have been given by all the Independent Directors of the Company that they
comply with all the criteria of independent director as envisaged in Clause 49 of the Listing
Agreement and Section 149(6)the Companies Act, 2013.

 

PARTICULARS OF EMPLOYEES:

 

There are no employees whose particulars are required to be furnished pursuant to Section
197(12) of the Companies Act, 2013 read with rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as the remuneration of none of the
employees has exceed the limits specified therein.

 

Some of the disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in Form MGT-9 forming part
of the Annual Report.

 

Having regard to the provisions of sections 136(1) read with its relevant provisions of the
companies act 2013, the annual report excluding part of the above said information is being
sent to the member of the company. The said information is available for inspection at the
Registered Office of the company during working hours and any member interested in obtaining
such information may write to the company and the same will be furnished without any fee and
free of cost.

 

DIRECTORS’ RESPONSIBILITY STATEMENT:

 

Pursuant to Section 134(5) of the Companies Act, 2013 the Directors of your Company hereby
confirm that:

 

1. In the preparation of Annual Accounts for the year ended 31st March, 2015, the applicable
   accounting standards have been followed along with the proper explanation relating to
   material departures if any.

    

2. 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 true
   and fair view of the state of affairs of the Company at the end of the financial year
   ended 31st March, 2015 and of the profit and loss of the Company for that period;

    

3. 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 frauds and other irregularities;

    

4. The Directors have prepared the annual accounts on a going concern basis.

    

5. The directors had laid down internal financial controls to be followed by the Company
   and that such internal fianancial controls are adequate and operating effectively; and

    

6. The directors had devised proper systems to were ensure compliance with the provisions
   of all applicable laws and that such systems were adequate and operating effectively.

 

BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL &
COMMITTEES OF DIRECTORS:

 

1. Board Meetings

The Board of Directors of the Company met Seven times during the year 2014-15. The
details of various Board Meetings are provided in the Corporate Governance Report.
The gap intervening between two meetings of the board is as prescribed in the Companies
Act, 2013.

 

1. Changes in Directors & Key Managerial Personnel.

 

During the year Mr. George Kurian resigned from the directorship of the company w.e.f
19.03.2015, the Board puts on record its appreciation for services rendered by him as

 

director of the Company. Further Mr. Vamshi Srinivas Vempati was appointed as Chief
Financial Officer (CFO) of the Company w.e.f. 27.03.2015.

Re-Appointment.

 

Mrs. Meera Gurbani, Director of the company retire by rotation at the ensuing Annual
General Meeting and being eligible, offer herself for re-appointment.

The following Independent Directors who were appointed in the 23rd Annual General
Meeting held on 27th September 2014 for a period of Five (5) years, will continue to be
on the Board till the conclusion of Annual General Meeting to be held in the calendar
year2019.

 

1. Banala Jayaprakash Reddy

2. Umra Singh Sirohi

 

The Company has received necessary declaration from each Independent Director of
the Company under Section 149(7) of the Act, that they meet the criteria of independence
as laid down in Section 149(6) of the Act.

 

0. Board Committees.

 

The Company has the following Committees of the Board:

 

1. Audit Committee

2. Nomination and Remuneration Committee.

3. Stakeholders’ Relationship Committee.

 

Sub-committees:

 

Share transfer Committee

 

The composition of each of the above Committees, their respective role and responsibility
is as detailed in the Report of Corporate Governance.

 

1. Remuneration policy

 

The policy framed by the Nomination and Remuneration committee under the provisions
of Section 178(4) of the Act, is as below:

 

The remuneration policy of the Company has been so structured in order to match the
market trends of the confectionary industry. The Board in consultation with the
Nomination and Remuneration Committee decides the remuneration policy for directors.
The company has made adequate disclosures to the members on the remuneration
paid to Directors from time to time. Remuneration / Commission payable to Directors
is determined by the contributions made by the respective directors for the growth of
the company.

 

2. Board Evaluation

 

As required under the provisions of Section 134(3)(p) and Clause 49 of the Listing
Agreement, the Board has carried out an annual performance evaluation of its own
performance, and the manner in which such performance evaluation was carried out is
as under.

 

The performance evaluation framework is in place and has been circulated to all the
directors to seek their response on the evaluation of the entire Board and independent
directors. The Nomination and Remuneration Committee shall carry out evaluation of
director’s performance.

 

The criteria of evaluation is exercise of responsibilities in a bona fide manner in the
interest of the Company, striving to attend meetings of the Board of Directors/ Committees
of which he is a member/ general meetings, participation constructively and actively in
the meetings of the Board /committees of the Board etc.

 

2. Vigil Mechanism

 

The Company has established a whistle-blower policy and also established a
mechanism for Directors and employees to report their concerns. The details of the
same is explained in the Corporate Governance Report.

 

3. Related Party Transactions.

 

Company has not entered into any transactions with related parties during the financial
year. Hence requirment of disclosure under section 134(3) (h) r/w Rule 8 of the
Companies (Accounts) Rules, 2014 not applicable.

 

AUDITORS:

 

At the 23rd Annual General Meeting held on 27th September, 2014, M/s. RRK & Associates.,
Chartered Accountants were appointed as Statutory Auditors of the Company to hold office
till the conclusion of the Annual General Meeting to be held in the year 2019. In terms of the
first proviso of Section 139 of the Companies Act, 2013 and the Rules framed there under,
the appointment of the Auditors shall be placed for the ratification at every AGM and members
to authorize the Board of Directors to fix their remuneration. Accordingly, the appointment of
M/s. RRK & Associates, as Statutory Auditors of the Company is placed for ratification by
the shareholders.

 

SECRETARIAL AUDITOR:

 

In accordance with the provisions of Section 204 of the Companies Act, 2013 and as a
measure of good corporate governance practice, the Board of Directors of the Company
appointed M/s. V K Bajaj & Associates, Company Secretaries, to conduct Secretarial
Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report for Financial
year 2014-15 is herewith appended as Annexure 1 to the Board’s report With reference to
remarks of secretarial auditors regarding appointment of Company Secretary as Key
Managerial Person, your Board of Directors would like to bring to your kind notice that
Company is putting all efforts to recruit a Company Secretary at the earliest.

With regards to advances to sister concerns Board would like to inform you that those
advances are given in the ordinary course of business.

 

2. AUDIT COMMITTEE RECOMMENDATION:

 

During the year all the recommendations of the Audit Committee were accepted by the
Board. The Composition of the Audit Committee is as described in the Corporate Governance
Report.

 

EXTRACT OF ANNUAL RETURN:

 

The extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure 2.

 

2. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:

 

Company has neither made any investments nor given any guarantee during the financial
year except outstanding advances to the Associate Companies.

 

 

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

 

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the
Companies (Accounts) Rules, 2014, are set out in the Annexure 3 to this Report.

 

PERFORMANCE OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:

 

In accordance with Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the
Companies (Accounts) Rules, 2014, your Directors have reviewed and evaluated the
performance of the Board of Directors and their committees, along with performance of
individual Director in the light of Company’s performance. The performance of the Directors
individually and collectively and performance of committees are found satisfactory.

With the spirit of wealth creation for the shareholders of the Company, your Directors are
committed to give their best efforts towards the development of the Company.

 

Corporate Governance report, Management Discussion & Analysis Report :

 

As per clause 49 of the listing agreements entered into with the stock exchanges,
management Discussion and Analysis report and Corporate Governance report along with
auditor’s certificate thereon are attached and form part of this report, as Annexure 4 & 5.

 

RISK MANAGEMENT:

 

Risks are events, situations or circumstances which may lead to negative consequences on the
Company’s businesses. Risk management is a structured approach to manage uncertainty. A
formal enterprise wide approach to Risk Management is being adopted by the Company and key
risks will now be managed within a unitary framework.

 

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

 

The company has in place an Anti Sexual Harassment policy in line with the requirment of the
Sexual Harassment women at work place (Prevention Prohibition and Redressal) Act, 2013. The
internal complaints comittee (“ICC”) has been setup to redress the compalints received regarding
sexual harrasment. All employees are covered under this policy.

 

During the year there were no complaints referred to the ICC.

 

ACKNOWLEDGEMENTS:

 

Your Directors have pleasure in recording their appreciation for the assistance extended to the
Company by various officials of the Central and State Governments and Commercial Banks.

Your Directors would also like to place on record their sincere appreciation and gratitude to the
Shareholders, Investors, Suppliers, Bankers for their support and co-operation. Your Directors
express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to
the Company.

 

By Order of the Board
For SAMPRE NUTRITIONS LIMITED

 

Place: Medchal
Date: 08.08.2015

 

Sd/-
B K GURBANI

---

Mar 31, 2014

The Members,

The Directors have pleasure in presenting herewith the Twenty Third Annual Report of together with the Audited Accounts for the financial year ended 31st March, 2014

FINANCIAL RESULTS

(Rs.in lakhs) PARTICULARS Current Year Previous Year 2013-14 2012-13

Income

Revenue from operations 1532.19 1081.34

Other Income 9.26 2.10

Total Income 1541.45 1083.44

Expenditure 1497.20 1064.47

Net profit before tax 44.25 20.97

Provision for taxation

a) Current tax 23.15 17.31

b) Deferred tax 0.00 (13.26)

Profit after tax 21.10 16.92



OVERALL PERFORMANCE OF THE COMPANY:

During the financial year under review, your Company has recorded a turnover of Rs.1541.45 Lakhs and incurred a net profit after tax of Rs. 21.10 Lakhs compared to Turnover of Rs. 1083.44 Lakhs and net profit after tax of Rs. 16.92 Lakhs during the previous financial year.

Your Board of Directors are hopeful, that the performance of the Company will improve in the coming financial years.

Your Company has undergone stringent audit by the auditors of M/s Mondeleze India Foods Ltd in September 2013 and is being rated as the best in all standards and scored Highest Ranking in the region of Asia Pacific.

DIVIDEND

Due to insufficiency of profits your directors do not recommend any dividends for the financial year 2013-14.

DIRECTORS:

During the year Mr. Harnam Rajalsingh Bathija and Mr. Anil Santumal Sidhani resigned from the directorship of the company w.e.f 28.08.2014, the Board puts on record its appreciation for services rendered by them as directors of the Company.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreement entered into with Stock Exchanges, appointed Mr. Banala Jayaprakash Reddy and Mr. George Kurian as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Further Company is in receipt of notice U/s 160 of the act proposing candidature of Mrs. Umra Singh Sirohi for appointment as director of the company and The Board of Directors of your Company, after reviewing the provisions of the Act, are of the opinion that Mrs. Umra Singh Sirohi fulfills the conditions specified in the Act and the Rules made there under to be eligible to be appointed as Independent Director pursuant to the provisions of section 149 of the Act and Clause 49 of the Listing Agreement and recommend for his appointment as Independent Director.

Further Smt. Meera Brahma Gurbani, who shall retire by rotation at this Annual General Meeting and being eligible offer herself for re-appointment.

The Board recommends their re/appointments.

PERSONNEL:

None of the Employees of the Company is drawing remuneration exceeding limits prescribed U/ s. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS:

Your company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors of your Company hereby confirm that:

i. In preparation of annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departure, if any, there from;

ii. 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 true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2014 and of the profit and loss of the company for that period;

iii. 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 frauds and other irregularities;

iv. The directors have prepared the annual accounts on a going concern basis.

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

As required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information is given in Annexure attached hereto which forms a part of this report.

AUDITORS:

M/s. KJD Srinivas & Co., Chartered Accountants, Statutory Auditors of the Company retire at the ensuing annual general meeting and expressed their unwillingness for re-appointment.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. RRK & Associates as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 28th AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. M/s. RRK & Associates Chartered Accountants have furnished the Certificate of their eligibility for appointment in compliance with Section 141 of the Companies Act, 2013.

The Board recommends their appointment.

CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS REPORT

As per clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with auditors'' certificate thereon and Management Discussion and Analysis are attached and form part of this report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their gratitude for the continued support received from its Principals – Mondeleze India Foods Ltd (Cadbury India Limited) & Alkem Laboratories Limited. Your Directors also acknowledge with deep sense of appreciation the continued support from Shareholders, Investors, Suppliers, Bankers'' – HDFC Bank Ltd & Tamilnad Merchantile Bank Ltd, Financial institutions – Abhinav Capital Services Limited and various Departments of Central and State Governments.

Your Directors also wish to convey their thanks and place on record their appreciation for the sincere efforts put in by the employees at all levels for the progress of the company.

For and on behalf of the Board

Place: Medchal For SAMPRE NUTRITIONS LIMITED Date: 28.08.2014 Sd/- B K GURBANI Chairman and Managing Director

---

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting herewith the Twenty Second Annual Report of together with the Audited Accounts for the financial year ended 31st March, 2013

FINANCIAL RESULTS

(Rs.in lakhs) PARTICULARS Current Year Previous Year 2012-13 2011-12

Income

Revenue from operations 1081.34 816.88

Other Income 2.10 0.91

Total Income 1083.44 817.79

Expenditure 1062.47 785.73

Net profit before tax 20.97 32.06

Provision for taxation

a) Current tax 17.31 17.41

b) Deferred tax (13.26) (2.95)

c) Fringe Benefit Tax —— Profit after tax 16.92 17.60

OVERALL PERFORMANCE OF THE COMPANY:

During the financial year under review, your Company has recorded a turnover of Rs.1081.34 Lakhs and incurred a net profit after tax of Rs. 16.92 Lakhs compared to Turnover of Rs. 816.88 Lakhs and net profit after tax of Rs. 17.60 Lakhs during the previous financial year.

Your Board of Directors are hopeful, that the performance of the Company will improve in the coming financial years.

DIVIDEND

Due to insufficiency of profits your directors do not recommend any dividend for the financial year 2012-13.

DIRECTORS:

Sri Anil Santumal Sidhani and Sri George Kurian retire by rotation at this Annual General Meeting and being eligible offer themselves for re-appointment. Board recommends their re-appointment.

PERSONNEL:

None of the Employees of the Company is drawing remuneration exceeding limits prescribed U/ s. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS:

Your company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors of your Company hereby confirm that:

i. In preparation of annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departure, if any, there from;

ii. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2013 and of the profit and loss of the company for that period;

iii. 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 frauds and other irregularities;

iv. The directors have prepared the annual accounts on a going concern basis.

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

As required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information is given in Annexure – 1 attached hereto which forms a part of this report.

AUDITORS:

M/s. KJD Srinivas & Co., Chartered Accountants, Statutory Auditors of the Company retire at the ensuing annual general meeting and being eligible offer themselves for re-appointment for financial year 2013-14.

Further Company is in receipt of confirmation from M/s. KJD Srinivas & Co, Chartered Accountants that in the event of their re-appointment as Statutory Auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

The Board recommends their re-appointment.

CORPORATE GOVERNANCE

A) REPORT ON CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditor''s Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as Annexure – III to this report.

B) MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Aspects of Management Discussion and Analysis are enclosed as Annexure - II to this report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their gratitude for the continued support received from its Principals – Cadbury India Limited (Kraft Foods), The Himalaya Drug Company & Alkem Laboratories Limited. Your Directors also acknowledge with deep sense of appreciation the continued support from Shareholders, Investors, Suppliers, Bankers'' – HDFC Bank Ltd, AXIS Bank Limited and Tamilnad Mercantile Bank Limited various Departments of Central and State Governments.

Your Directors also wish to convey their thanks and place on record their appreciation for the sincere efforts put in by the employees at all levels for the progress of the company.

For and on behalf of the Board

For SAMPRE NUTRITIONS LIMITED

Sd/-

Place: Secunderabad. B K GURBANI

Date: 27.08.2013 Chairman and Managing Director

---

Mar 31, 2011

The Directors have pleasure in presenting herewith the Twentieth Annual Report of together with the Audited Accounts for the financial year ended 31st March, 2011

FINANCIAL RESULTS (Rs.in lakhs)

PARTICULARS Current Year Previous Year 2010-11 2009-10

Income Received 1044.53 435.44

Expenditure 1010.09 426.04

Profit before depreciation and Income tax 114.35 85.21

Depreciation 80.73 75.81

Net profit before tax 33.62 9.40

Provision for taxation

a. Current tax 10.00 3.00

b. Deferred tax - -

c. Fringe Benefit Tax - -

Profit after tax 23.62 6.40

Brought forward from previous year 210.40 204.56

Transfer to General Reserve - -

Balance carried to balance sheet 234.02 210.96

OVERALL PERFORMANCE OF THE COMPANY:

During the financial year under review, your Company has recorded a turnover of Rs.1044.53 Lakhs and incurred a net profit after tax of 23.62 Lakhs compared to Tumover of Rs. 435.44 Lakhs and net profit after tax of Rs. 6.40 Lakhs during the previous financial year.

Your Board of Directors are hopeful that the performance of the Company will improve in the coming financial years.

DIVIDEND

Due to insufficiency of profits your directors do not recommend any dividend for the financial year 2010-11.

DIRECTORS:

Mr. Banala Jayaprakash Reddy & Mr. Harnam Rajalsingh Bathija retires by rotation at this Annual General Meeting and being eligible offer themselves for re-appointment.

Board recommends their re-appointment.

PERSONNEL:

None of the Employees of the Company is drawing remuneration exceeding limits prescribed U/ s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS:

Your company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors of your company hereby confirm that:

i. In preparation of annual accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departure, if any, there from;

ii. 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 true and fair view of the state of affairs of the Company at the end of the financial year ended 31sl March 2011 and of the profit and loss of the company for that period;

iii. 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 frauds and other irregularities;

iv. The directors have prepared the annual accounts on a going concern basis.

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

As required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information is given in Annexure -1 attached hereto which forms a part of this report.

AUDITORS:

M/s. KJD Srinivas & Co., Chartered Accountants, statutory Auditors of the Company retire at the ensuing annual general meeting and being eligible offer themselves for re-appointment.

Further Company is in receipt of confirmation from M/s. KJD Srinivas & Co, Chartered Accountants that in the event of their re-appointment as statutory auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

Board recommends their re-appointment.

CORPORATE GOVERNANCE:

A) REPORT ON CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditor's Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as Annexure - Ill to this report.

B) MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Aspects of Management Discussion and Analysis are enclosed as Annexure - II to this report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their gratitude for the continued support received from its Principals - Cadbury India Limited, Himalaya Drug Company, Sydler Remedies Pvt Ltd, Harshey's & Dr. Morpen. Your Directors also acknowledge with deep sense of appreciation the continued support from Shareholders, Investors, Suppliers, Bankers' - State Bank of India, AXIS Bank Limited and various Departments of Central and State Governments.

Your Directors also wish to convey their thanks and place on record their appreciation for the sincere efforts put in by the employees at all levels for the progress of the company.

BY ORDER OF THE BOARD

For SAMPRE NUTRISIONS LIMITED

Place: Secunderabad. Sd/-

Date: 29.09.2011 B K GURBANI

Chairman and Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting herewith the 19th Annual Report of Company together with the Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs.in lakhs)

PARTICULARS YEAR ENDED YEAR ENDED 31.03.2010 31.03.2009

Income Received 435.44 471.42

Expenditure 426.04 352.55

Profit before depreciation and Income tax 85.21 118.87

Depreciation 75.81 72.58

Net profit before tax 9.40 46.29

Provision for taxation

a. Current tax 3.00 3.63

b. Deferred tax - 3.38

c. Fringe Benefit Tax - 1.92

Profit after tax 6.40 37.36

Brought forward from previous year 204.56 179.26

Transfer to General Reserve - -

Balance carried to balance sheet 210.96 204.56

DIVIDEND

Due to insufficiency of profits your directors do not recommend any dividend for the financial year 2009-2010.

OVERALL PERFORMANCE OF THE COMPANY

During the year under review your company has reached a turn over of Rs.4.35 crores. This contribute measures of contract manufacturing from M/s. Cadbury India Limited & Himalaya Drug Company Rs.4.15 crores and partly own sales.

DIRECTORS

Sri Anil Santumal Sidhani and Sri George Kurian, Directors of the Company retires by rotation at this Annual General Meeting and being eligible offers themselves for re-appointment.

Board recommends their reappointment.

PERSONNEL

None of the Employees of the Company is drawing remuneration exceeding limits prescribed U/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS

Your company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA)of the Companies Act, 1956 the directors of your company hereby confirm that:

i. in preparation of annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departure, if any, there from;

ii. 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 true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2010 and of the profit and loss of the company for that period;

iii. 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 frauds and other irregularities;

iv. The directors have prepared the annual accounts on a going concern basis.

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

As required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information is given in Annexure attached hereto which forms a part of this report.

D. Foreign Exchange Earnings & Outgo: (In Rs.)

2009-10 2008-09

Foreign Exchange earnings Nil Nil

Foreign Exchange outgo Nil Nil

CORPORATE GOVERNANCE

A) REPORT ON CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditors Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as Annexure - II to this report.

B) MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Aspects of Management Discussion and Analysis are enclosed as Annexure -1 to this report.

AUDITORS

M/s. Dendukuri Associates, Chartered Accountants the Statutory Auditors of the Company appointed by the members of Company at Annual General Meeting held on 29th September 2009 and on intimation by the company they have expressed their inability to act as auditor of the Company due to some pre-occupations.

Further company is in receipt of confirmation from M/s. KJD Srinivas & Co., Chartered Accountants expressing their willingness for appointment as Statutory Auditor of the company appointed in extra ordinary general meeting held on 07.01.2009 and confirmed that in the event of their appointment as Statutory Auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

Board recommended their appointment as approved by Audit committee of the company

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their gratitude for the continued support received from its Principals - Cadburys India Limited, Himalaya Drug Company and the C&F Agents. Your Directors also acknowledge with deep sense of appreciation the continued support from Shareholders, Investors, Suppliers, Bankers - State Bank of India, Axis Bank, Financial institutions and various Departments of Central and State Governments.

Your Directors also wish to convey their thanks and place on record their appreciation for the sincere efforts put in by the employees at aUtevels for the progress of the company.

for and on behalf of the Board

Place: Secunderabad. Sd/-

Date: 26.08.2010 B K GURBANI

Chairman and Managing Director

---

Mar 31, 2009

The Directors have pleasure in presenting herewith the 18th Annual Report of Company together with the Audited Accounts for the financial year ended 31st March, 2009.

FINANCIAL RESULTS:

(Rs.in lakhs)

PARTICULARS YEAR ENDED YEAR ENDED 31.03.2009 31.03.2008

Income Received 471.42 429.81

Expenditure 352.55 354.72

Profit before depreciation and Income tax 118.87 75.09

Depreciation 72.58 58.01

Net profit before tax 46.29 17.08

Provision for taxation

a. Current tax 3.63 4.67

b. Deferred tax 3.38 1.07

c. Fringe Benefit Tax 1.92 1.27

Prof it after tax 37.36 10.07

Brought forward from previous year 179.26 169.19

Transfer to General Reserve

Balance carried to balance sheet 204.56 179.26



DIVIDEND

Due to insufficiency of profits your directors do not recommend any dividend for the financial year 2008-2009.

OVERALL PERFORMANCE OF THE COMPANY:

During the year under review your company has achieved a turn over of Rs.471.42 lakhs compared to lasy year turnover of Rs. 429.81 lakhs and earned profit of Rs. 46.29 lakhs compared to last year, profit of Rs. 17.08 lakhs. Major contribution is from contract manufacturing orders from M/s. Cadburys India Limited and M/s. The Himalaya Drug Company Ltd. around Rs. 4.00 crores and partly own sales. The company is focused towards working on the loan license system and reduce their own sales %age due to high input cost of Raw Materials especially "SUGAR, MILK POWDER & VANASPATHI".

DIRECTORS:

Smt. Meera B Gurbani retire by rotation at this Annual General Meeting and being eligible offer herself for re-appointment.

Board recommends their reappointment.

PERSONNEL:

None of the Employees of the Company is drawing remuneration exceeding limits prescribed U/ s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS:

Your company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors of your company hereby confirm that:

i. In preparation of annual accounts for the financial year ended 31st March, 2009, the applicable

accounting standards have been followed along with proper explanation relating to material departure, if any, therefrom;

ii. 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 true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2009 and of the profit and loss of the company for that period;

iii. 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 frauds and other irregularities;

iv. The directors have prepared the annual accounts on a going concern basis.

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

As required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information is given in Annexure attached hereto which forms a part of this report.

D. Foreign Exchange Earnings & Outgo: (In Rs.)

2008-09 2007-08

Foreign Exchange earnings Nil Nil

Foreign Exchange outgo Nil Nil

CORPORATE GOVERNANCE:

A) REPORT ON CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditors Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as Annexure - II to this report.

B) MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Aspects of Management Discussion and Analysis are enclosed as Annexure - I to this report.

AUDITORS:

M/s. T. P. Rao & Co, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and expressed their unwillingness for re-appointment due to the pre-occupations.

Further company is in receipt of confirmation from M/s. Dendukuri Asociates, Chartered Accountants expressing their willingness for appointment as statutory auditor of the company and confirmed that in the event of their appointment as Statutory Auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

Board recomend their appointment as approved by Audit Committee of the company.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their gratitude for the continued support received from its Principals - Cadbury India Limited, Himalaya Drug Company, Harsheys & Dr. Morpen. Your Directors also acknowledge with deep sense of appreciation the continued support from Shareholders, Investors, Suppliers, Bankers - State Bank of India, AXIS Bank Limited and various Departments of Central and State Governments.

Your Directors also wish to convey their thanks and place on record their appreciation for the sincere efforts put in by the employees at all levels for the progress of the company.

for and on behalf of the Board

For SAMPRE NUTRITIONS LIMITED

Place: Hyderabad

Date: 26.08.2009 Sd/-

B K GURBANI

Chairman and Managing Director