Directors Report of Sampann Utpadan India Ltd.

Mar 31, 2025

Your Board of Directors takes pleasure in presenting the 15^th Board''s Report, along with the summary of Standalone and
Consolidated Financial Statements for the year ended March 31, 2025. Your Company has been working to improve the
value proposition for all stakeholders. This report, read with the Management Discussion & Analysis and Corporate
Governance Report includes governance philosophy, financial performance of the Company, business overview,
opportunities and threats, and various initiatives taken by the Company.

FINANCIAL HIGHLIGHTS

The Standalone financial performance of the Company for the Financial Year 2024-25, as compared to the previous
financial year, is summarized below:

(Figures In Lakhs)

Particulars	FY 2024-25	FY2023-24
Revenue from Operations	9,263.63	7,145.33
Other Income	518.94	36.77
Total Revenue	9,782.57	7182.10
Less: Expenditure except Financial Cost and Depreciation	9,383.58	6,667.80
Profit/Loss before Financial Cost, Depreciation and Tax	398.99	514.30
Less: Financial Cost	101.12	100.49
Less: Depreciation and amortization	570.07	500.94
Less: Exceptional Items	--	--
Add: Exceptional Items Sale of the Extended Producer Responsibility (EPR) Certificate	811.26
Profit/Loss before Tax (PBT)	539.02	(87.13)
Less: Tax Expenses	1.40	(1.85)
Profit/Loss after Tax (PAT)	398.55	(85.27)
Balance carried to Balance Sheet	(4078.14)	(4,476.69)

MAJOR HIGHLIGHTS OF FY''25

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, have

been prepared in accordance with the Indian Accounting Standards (Ind AS).

(i) Your Company''s Revenue from Operations on a consolidated basis increased to Rs. 9,263.63 Lakhs for the current
year as against Rs. 7,145.33 Lakhs in the previous year, recording an increase of 29.65%. Your Company''s net
profit increased to Rs 397.59 Lakhs for the current year as against the loss of Rs. 86.78 Lakhs in the previous year.

(ii) Your Company''s sales on a standalone basis increased to Rs. 9,263.63 Lakhs for the current year as against Rs.
7,145.33 Lakhs in the previous year, an increase of 29.65%. Your Company''s net profit increased to Rs. 398.55
lakh for the current year as against the loss of Rs. 85.27 lakh in the previous year.

SUBSIDIARY COMPANY

The Company has only one Wholly Owned Subsidiary, viz. Shubham Electrochem Limited. The salient features of the

financial statement of its Wholly Owned Subsidiary Company is attached herewith in form AOC-1 (Annexure-1)

DEMATERIALIZATION OF EQUITY SHARES

Equity Shares of the Company are compulsorily tradable in demat form. As of March 31, 2025, 99.95% of the Equity Shares
are held in demat form, and only 21,006 Equity Shares of Rs. 10/- each out of the total Equity Shares were held in physical
form.

RESERVES

There is no amount proposed to be transferred to reserves out of the profits of the Financial Year 2024-25
DIVIDEND

In the fiscal year being assessed, the Company did not make adequate profits. As a result, the Board of Directors expresses
its regret for being unable to propose any dividends for the present year.

DEPOSITS

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

TIMELY REPAYMENT OF DEBT LIABILITIES

During the year under review, the Company has duly serviced all its debt obligations in time.

CHANGE IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

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

DETAILS OF THE REVISION OF THE FINANCIAL STATEMENT OR THE REPORT

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

Authorized Share Capital of the Company was increased from Rs. 40,61,00,000/- comprising of 4,06,10,000 Equity Shares
of Rs 10/- each to Rs. 75,00,00,000/- comprising of 7,50,00,000 Equity Shares of Rs 10/- each.

The Shareholder approved this increase in the Extra-Ordinary General Meeting of the Company held on December 11,
2024, in accordance with the provisions of the Companies Act 2013. The necessary filing in this regard was duly made with
the Registrar of Companies.

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

Raising of funds by issuance of Warrants convertible into Equity Shares on a private placement basis

Pursuant to the shareholders'' approval received at Extra-ordinary General Meeting held on December 11, 2024, your
Company has issued 1,05,00,000 warrants for Rs. 33.90 per warrant, each convertible into, or exchangeable for, one fully
paid-up equity share of the Company of face value of Rs.10/- each to Promoter and Non-Promoters, by way of preferential
issue on a private placement basis for an aggregate consideration of up to Rs. 35.595 crore.

CREDIT RATING

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

Rating Agency	Instrument Type	Rating	Date on which Credit Rating obtained
Infomerics Valuation and Rating Private Limited	Long Term Bank Facilities	IVR BB/Stable and Withdrawn (IVR Double B with Stable Outlook and Withdrawn)	July 02, 2025

On July 2, 2025, the Company withdrew its Rating from Infomerics Valuation and Rating Private Limited and received the
Withdrawal Confirmation from the rating company on July 02, 2025.

BOARD OF DIRECTORS, BOARD MEETINGS, AND KEY MANAGERIAL PERSONNEL

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

As of March 31, 2025, there are nine (9) Directors on the Board of the Company, including two Executive Directors and
Seven Independent Directors, including one Independent Woman Director on its Board.

The Directors on the Board have experience in the fields of finance, law, statutory compliance, engineering, and
accounting. None of the Directors is disqualified under the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015 as at March 31, 2025.

APPOINTMENT/REAPPOINTMENT OF DIRECTORS OR KMP

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

On July 23, 2025, Mr. Anant Kumar was appointed the Additional Independent Director for the Company for a term of 5
years, subject to the approval of the shareholders at the forthcoming Annual General Meetingâthe Term of Mr. Anant
Kumar, July 23, 2025, to July 22, 2030.

On November 12, 2024, Mr. Rajesh Kumar Jain, the Independent Non-Executive Director of the Company, resigned from
the post of Director due to personal reasons. And there is no other material reason for his Resignation.

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

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

KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, Mr. Rutvij Ramchandra Khangiwale resigned from the Post of Chief Financial Officer of the
Company with effect from January 27, 2025.

Mr. Neeraj Kumar Mehra was appointed as Chief Financial Officer of the Company with effect from. April 10, 2025.
DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, the independent directors have submitted declarations
that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed
thereunder and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent
directors of the Company.

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

BOARD MEETINGS

During the year under review, a total of Five Meetings of the Board of Directors of the Company were held, i.e., on May 23,
2024, August 12, 2024, November 11, 2024, January 24, 2025, and February 17, 2025. Details of Board composition and
Board Meetings held during the financial year 2024-25 have been provided in the Corporate Governance Report, which
forms part of this Report.

AUDIT COMMITTEE

The Audit Committee of the Board consists of Independent Directors, namely Mr. Ashok Jolly, as Chairman, Mr. Harvinder
Kumar Arora, and Mr. Pramod Agrawal as Members. The composition, terms of reference, and details of meetings held
during the year are disclosed in the Report on Corporate Governance. The Board of Directors accepted all the
recommendations made by the Audit Committee. Hence, no disclosure is required under Section 177(8) of the Companies
Act, 2013 with respect to rejection of any recommendations of the Audit Committee by the Board.

The Audit Committee has been duly reconstituted by the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted as per Section 178 (5) of the Companies Act, 2013, read
with Regulation 20 of the Listing Regulations. The Stakeholders Relationship Committee considers and resolves the
grievances of the security holders of the company, including complaints related to the transfer of shares, non-receipt of
annual reports, and non-receipt of dividends, etc. The Stakeholders Relationship committee consists of Non-Executive
directors. The Stakeholders Relationship committee of the Board consists of Independent Directors, namely Mr. Naresh
Kumar Jain, as Chairman, Mr. Vijay Kumar Gangal, and Mr. Pramod Agrawal as Members.

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

NOMINATION AND REMUNERATION COMMITTEE

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

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

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS:

In line with the provisions of the Companies Act, 2013 and SEBI Guidance Note on Board evaluation issued on January 5,
2017 read with relevant provisions of the SEBI Listing Regulations, 2015, the Board has carried out an annual review of its
own performance and that of its committees and individual Directors through the separate meeting of independent
directors and the Board as a whole. The Board evaluated the effectiveness of its functioning, that of the Committees, and
of individual directors, after taking feedback from the directors and committee members. The entire Board assessed the
performance of the independent directors except the person being evaluated, in their meeting held on March 28, 2025.

A separate meeting of Independent Directors was held on March 28, 2025, to review the performance of Non-Independent
Directors, performance of the Board and Committee as a whole, and performance of the Chairman of the Company, taking
into account the views of Executive Directors and the Non-Executive Directors.

The performance evaluation of the Board and its constituents was conducted based on functions, responsibilities,
competencies, strategy, tone at the top, risk identification and its control, diversity, and nature of business. A structured
questionnaire was circulated to the members of the Board covering various aspects of the Board''s functioning, Board
culture, execution and performance of specific duties, professional obligations, and governance. The questionnaire is
designed to assess directors'' knowledge, independence in business decision-making, participation in business plan

formulation, constructive engagement with colleagues, and their understanding of the company''s risk profile. In addition
to the above, the Chairman of the Board and/or committee is evaluated based on his leadership, coordination, and steering
skills.

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

COMPLIANCE WITH THE CODE OF CONDUCT OF THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for the FY ended 31st March, 2025, the applicable accounting standards
have been followed, and no material departure has been made in following the same.

b) they have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent to give an accurate and fair view of the state of affairs of the Company as at 31st
March, 2025, and of the profit of the Company for the year ended on that date;

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

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

AUDITORS & AUDIT REPORTS

STATUTORY AUDITOR AND STATUTORY AUDIT REPORT

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

Statutory Auditors M/s D Tayal & Jain, Chartered Accountants, (Firm Registration No. 011181C) have audited the books of
accounts of the Company for the financial year ended March 31, 2025, and have issued the Auditors'' Report thereon.

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

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In accordance with the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and as a measure of good Corporate Governance
practice, the Board of Directors, in its Meeting held on January 24, 2025, has appointed M/s. Satish Jadon & Associates,
Practicing Company Secretaries, as Secretarial Auditor of the Company, to conduct Secretarial Audit of the Company for
the financial year ended March 31, 2025, and to submit Secretarial Audit Report in Form No. MR-3. The Secretarial Auditor
makes no qualification or adverse remark in the Report.

A copy of the Secretarial Audit Report received from M/s. Satish Jadon & Associates in the prescribed Form No. MR-3 is
annexed to this Board''s Report and marked as Annexure 2.

Further, the Board of Directors of the Company at its meeting held on July 23, 2025, based on the recommendation made
by the Audit Committee, and subject to the approval of the shareholders of the Company at the ensuing AGM, has
approved the appointment of M/s. Satish Jadon & Associates, Company Secretaries, P. R. UIN: 1028/2020, Membership
No. F9512 and CoP 9810 as the Secretarial Auditor of the Company for a term of five consecutive financial years,
commencing from the Financial Year 2025-26 up to and including the Financial Year 2029-30, in terms of provisions of
Regulation 24A of the Listing Regulations

FRAUDS REPORTED BY AUDITOR UNDER SECTION 143(12)

No fraud has been detected/reported by any of the Auditors of the Company.

SECRETARIAL STANDARDS

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

MAINTENANCE OF COST RECORDS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

During the year under review, the Company has not granted any Loans, guarantees, or investments made under Section
186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, there were no materially significant related party transactions that could have had a
potential conflict with the interests of the Company and do not attract the provisions of Section 188(1) of the Companies
Act, 2013. All the transactions entered with related parties are ordinary course of business and within arm''s length;
therefore, the Form AOC-2 does not apply to the Company.

All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit
Committee is obtained for the related party transactions, which are repetitive in nature. The Audit Committee reviews all
transactions entered into pursuant to the omnibus approval(s) so granted every quarter.

The details of contracts and arrangements with related parties of your company for the financial year ended 31^st March,
2025, are given in Note 30 of the standalone financial statements of your company.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FY AND THE DATE OF THE REPORT

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

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS, AND OUTGO

The particulars pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts)

Rules, 2014, to the extent applicable, are as under:

(A) Conservation of energy-

i. The company has been continually working on energy conservation and has taken and implemented
various measures towards this in production, domestic lighting, and cooling facilities. The company has
installed a significant number of powerless turbo ventilators throughout the entire working shed to
provide ventilation using ''zero'' power. Buildings have been designed to receive adequate natural light,
thus requiring no artificial lighting during the daytime. Many provisions have been made in various
machines for consuming energy. During the processing line, losses have been maintained close to ''zero''
by adequate design of cables and other systems.

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

(B) Technology absorption-

i. The efforts made towards technology absorption	It''s a continual process, and the drive to reach and adapt to new technology is always in progress.
ii. The benefits derived like production improvement, cost reduction, product development or import substitution	Performance improvement is a continual process with respect to productivity, delivery, quantity, cost, and safety. The company regularly follows this, and each department has set its own objective for performance improvement, which is closely monitored and regulated. With continued improvement in technology, our production rate has improved.
iii. In case imported technology (imported during the last 3 years, reckoned from the beginning of the financial year)
(a) The details of technology imported	The company is using imported machines in its reclaimed rubber division.
(b) The year of import	2013
(c) Whether technology been fully absorbed
(d) Research and developments	The company seeks regular technical support from experts in this field and undertake appropriate R&D activities depending upon future requirements.

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

(Figures In Lakhs)

Particulars	2024-2025	2023-2024
Total Foreign Exchange Earnings	1831.37	30.80
Total Foreign Exchange Outgo (Imported Raw material)	169.21	757.99
Total Foreign Exchange Outgo (Foreign Travel expense)	6.37	7.85

INTERNAL FINANCIAL CONTROLS

The Internal Financial Control System is an integral component of the Risk Management System of the Company. The
internal financial control policies and internal audit program adopted by the Company play an essential role in
safeguarding the Company''s assets, preventing and detecting fraud and errors, ensuring the accuracy and completeness
of the accounting records, and timely preparation of reliable financial disclosures.

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

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

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

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

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

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

HUMAN RESOURCE DEVELOPMENT

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

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

REMUNERATION RECEIVED BY MANAGING/EXECUTIVE DIRECTOR FROM SUBSIDIARY COMPANY

Neither the Managing Director nor the Executive Director of the Company receives any remuneration or commission from
the Subsidiary Company.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)

There is no such application filed for corporate insolvency resolution process, by a financial or operational creditor or by the
company itself under the IBC before the NCLT.

COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PRO-HIBITION & REDRESSAL) ACT, 2013

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

The following is a summary of sexual harassment complaints received and disposed of during the financial year ended
March 31, 2025:

(a) Number of complaints pending at the beginning of the year - Nil

(b) Number of complaints received during the year - Nil

(d) Number of cases pending at the end of the year - Nil

COMPLIANCE WITH THE MATERNITY BENEFITS ACT, 1961.

The Company has complied with the provisions of the Maternity Benefits Act,1961.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

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

DISCLOSURES AS PER THE PROVISION OF SECTION 197 (12) OF THE COMPANIES ACT, 2013

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

ANNUAL RETURN

In accordance with the provisions of Section 92(3) read with Section 134(3) (a) of the Act and the applicable rules, Annual
Return of the Company as on March 31, 2025, is hosted on the website of the Company at https://www. suil.in

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Company in accordance with the provisions of Section 177(9) of Companies Act, 2013 read with Rule 7 of Companies
(Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 has established a vigil mechanism through the Company''s Whistle Blower Policy to deal
with instances of fraud and mismanagement and to enable the Directors and Employees of the Company to report genuine
concerns, about unethical behavior, actual or suspected fraud or violation of Code of Conducts. The Policy also provides
adequate safeguards against victimization and makes provision for direct access to the Chairman of the Audit Committee.
The Policy is available on the website of the Company at www.suil.in. Details of the vigil mechanism/whistleblower are
included in the Corporate Governance Report, forming part of this Report.

During the financial year 2024-25, no cases under this mechanism have been reported.

CORPORATE GOVERNANCE

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

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

PREVENTION OF INSIDER TRADING

The Company has implemented a Code of Conduct for Prevention of Insider Trading to regulate securities trading by
Directors and designated employees. As part of this framework, the Company utilizes software with a structured digital
database to maintain records of individuals with whom unpublished price-sensitive information has been shared. This
database includes details of the information shared and the names of such individuals, along with their Permanent Account
Numbers (PAN). The company has also complied with the extended framework for restricting trading by Designated
Persons ("DPs") by freezing PAN at the security level. The full text of the Code of Conduct for Prevention of Insider Trading
is accessible on the Company''s website at www.suil.in

DISCLOSURES UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 ("IBC") was made against the Company
during the financial year under review.

CONFIRMATIONS

a. During the year under review, the Company has not:

(i) issued equity shares with differential rights as to dividend, voting or otherwise.

(ii) issued any sweat equity shares to its directors or employees.

(iii) made any change in voting rights.

(iv) reduced its share capital or bought back shares.

(v) changed the capital structure resulting from restructuring.

(vi) failed to implement any corporate action.

b. The Company''s securities were not suspended for trading during the year.

CAUTIONARY STATEMENT

Statements in this Board''s Report and Management Discussion and Analysis describing the Company''s objectives,
projections, estimates, expectations, or predictions 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 changes in government regulations, tax laws, economic and political
developments within and outside the country, and such other factors.

ACKNOWLEDGEMENTS

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

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

Place: - New Delhi For and on behalf of Board of

Date: -August 22, 2025 Sampann Utpadan India Limited

(Formerly Known as S. E. Power Limited)

Sd/- Sd/-

Sachin Agarwal Sanjeet Kumar Gourishankar Rath

(Managing Director) (Executive Director)

DIN: -00007047 DIN:-08140999

Mar 31, 2024

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

FINANCIAL HIGHLIGHTS

The Standalone financial performance of the Company for the Financial Year 2023-24 as compared to previous financial year is summarized below:

(Figures In Lakhs)
Particulars	FY 2023-24	FY2022-23
Revenue from Operations	7,145.33	5,774.17
Other Income	36.77	50.94
Total Revenue	7,182.10	5,825.11
Less: Expenditure except Financial Cost and Depreciation	6,667.80	5,468.63
Profit/Loss before Financial Cost, Depreciation and Tax	514.30	356.48
Less: Financial Cost	100.49	97.64
Less: Depreciation and amortization	500.94	481.57
Less: Exceptional Items	--	--
Profit/Loss before Tax (PBT)	(87.13)	(222.73)
Less: Tax Expenses	(1.85)	(56.02)
Profit/Loss after Tax (PAT)	(85.27)	(166.71)
Balance carried to Balance Sheet	(4,476.69)	(4,391.41)

MAJOR HIGHLIGHTS OF FY''24

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, have

been prepared in accordance with the Indian Accounting Standards (Ind AS).

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

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

SUBSIDIARY COMPANY

The Company has only one Wholly Owned Subsidiary viz. Shubham Electrochem Limited. During the reporting period the

subsidiary reported income of Rs. Nil and Profit Before Tax (PBT) and Profit After Tax (PAT) at Rs. (1.31) Lakhs and Rs.

(1.50) Lakhs respectively.

DEMATERIALIZATION OF EQUITY SHARES

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

DIVIDEND

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

DEPOSITS

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

CHANGE IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

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

DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

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

SHARE CAPITAL

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

CREDIT RATING

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

Rating Agency

Instrument Type

Rating

Date on which Credit Rating obtained

Infomerics Valuation and Rating Private Limited

Long Term Bank Facilities

IVR BB-/Stable

(IVR Double B with Stable Outlook)

January, 23 2024

Short Term Bank Facilities

IVR A4

(IVR A Four)

CHANGE IN NAME OF THE COMPANY

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

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

SCRIP CODE

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

BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIAL PERSONNEL

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

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

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

APPOINTMENT/REAPPOINTMENT OF DIRECTORS OR KMP

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

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

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

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

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

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

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

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

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

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

RETIREMENT OF MRS. ANSHU GUPTA AS AN INDEPENDENT DIRECTOR

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

BOARD MEETINGS

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

AUDIT COMMITTEE

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

The Audit Committee has been duly reconstituted by the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

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

NOMINATION AND REMUNERATION COMMITTEE

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

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

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

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

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

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

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

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

BOARD EVALUATION

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

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

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

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

COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the FY ended 31st March, 2024, the applicable accounting standards have been followed and that no material departure has been made in following the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the year ended on that date;

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

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS & AUDIT REPORTS

STATUTORY AUDITOR AND STATUTORY AUDIT REPORT

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

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

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

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and as a measure of good Corporate Governance practice, Board of Directors in their Meeting held on 12^th February, 2024 has appointed M/s. Satish Jadon & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company to conduct Secretarial Audit of the Company for financial year ended March 31, 2024 and to submit Secretarial Audit Report in Form No. MR-3.

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

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

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

FRAUD REPORTED BY AUDITORS UNDER SECTION 143(12)

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

MAINTENANCE OF COST RECORDS

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

COMPLIANCE OF SECRETARIAL STANDARDS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FY TILL THE DATE OF THE REPORT

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

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

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

(A) Conservation of energy-

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

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

(B) Technology absorption-
i. The efforts made towards technology absorption	It''s a continual process and the drive for reaching and adapting new technology is always under progress.
ii. The benefits derived like production improvement, cost reduction, product development or import substitution	Performance improvement is a continual process with respect to productivity, delivery, quantity cost and safety. Company is regularly following this and each department has set its own objective for performance improvement, which is closely monitored and regulated. With continued improvement in technology our production rate has been improved.
iii. In case imported technology (imported during last 3 years reckoned from the beginning of the financial year)
(a) The details of technology imported	Company is using imported machines in its reclaimed rubber division.
(b) The year of import	2013
(c) Whether technology been fully absorbed	Yes
(d) Research and developments	The company seeks regular technical support from experts in this field and undertake appropriate R&D activities depending upon future requirements.

(Figures In Lakhs) (C) Foreign exchange earnings and Outgo- The details of the foreign exchange exposure during the period under review are as under:
Particulars	2023-2024	2022-2023
Total Foreign Exchange Earnings	30.80	10.63
Total Foreign Exchange Outgo (Imported Raw material)	757.99	474.13
Total Foreign Exchange Outgo (Foreign Travel expense)	7.85	0.71

INTERNAL FINANCIAL CONTROLS

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

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

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

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

STATEMENT ON RISK MANAGEMENT

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

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

HUMAN RESOURCE DEVELOPMENT

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

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

REMUNERATION RECEIVED BY MANAGING/EXECUTIVE DIRECTOR NEITHER FROM SUBSIDIARY COMPANY

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

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

DISCLOSURES AS PER THE PROVISION OF SECTION 197 (12) OF COMPANIES ACT, 2013

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

ANNUAL RETURN

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

CORPORATE GOVERNANCE

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

CERTIFICATE FROM THE MANAGING DIRECTORS AND CHIEF FINANCIAL OFFICER

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

ACKNOWLEDGEMENTS

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

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

Mar 31, 2016

Dear Members

The Directors are pleased to present 6^th Annual Report of the Company along with the Audited Financial Statements of the Company for the financial year ended 31^st March, 2016.

Financial Results

The financial results of the Company for the year 2015-16 is summarized in the following table as compared to that of previous year:

(Rs. in Lakhs)

Particulars	Year Ended on 31^st March, 2016	Year Ended on 31^st March, 2015
Revenue from Operations	949.01	552.79
Other Income	10.53	11.84
Total Revenue	959.54	564.63
Less: Expenditure	889.10	476.81
Profit before Financial Cost, Depreciation and Tax	70.44	87.82
Less: Financial Cost	44.21	46.72
Less: Depreciation and amortization	395.58	383.48
Profit before Tax (PBT)	(369.35)	(342.38)
Less: Tax Expenses	(122.12)	5.91
Profit after Tax(PAT)	(247.23)	(348.29)
Balance carried to Balance Sheet	702.99	455.75

Summary of Performance

During the year 2015-16 the Company has reported growth of 71.67 % in revenue from operations as compared to the previous financial year 2014-15. During the financial year the total revenue of the Company stood at Rs. 959.54 Lakhs. However, due to challenging business environment for reclaim rubber industry and increase in cost of operations, the Company has suffered Loss of Rs. 247.23 Lakhs during financial year 2015-16.

Management of the Company believes that business environment will change and the Company will come with better and positive results in upcoming years.

Dividend

In the financial year under review, Company has not earned profit, therefore, the Board of Directors regret their inability to recommend any dividend for the year.

Fixed Deposits

Company has not accepted any public deposits within the meaning of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and as such no amount of principal or interest on public deposits was outstanding as on the date of balance sheet.

Board of Directors and Key Managerial Personnel

In accordance with the provisions of Companies Act, 2013 and as per Articles of Association of the Company Dr. Arun Gopal Agarwal, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

On 27^th May, 2016 Mr. Diwan Chand Arya has been appointed as Additional Independent Director of the Company. Regularization of Mr. Diwan Chand Arya as Independent Director is proposed in forthcoming Annual General Meeting.

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

Criteria for Board Membership of the Company

For the appointment of Directors, the Company take into account following points:

Director must have relevant experience in Finance/ Law/ Management/ Sales/ Marketing/Administration/ Research/ Corporate Governance/ Technical Operations or the other disciplines related to Companyâs business.

- Director should possess the highest personal and professional ethics, integrity and values.

- Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities.

- Director must be fit and proper person.

Independent Director

Independent Director is a Non-Executive Director, who does not have any direct or indirect material pecuniary relationship with the Company or any of its officers, other than as a Director or Shareholder of Company. Independent Director shall abide by the Code of Conduct as prescribed under Schedule IV of the Companies Act, 2013.

Independent Director shall meet all criteria specified in Section 149(6) of the Companies Act, 2013 and rules made there under and Regulation 25 of SEBI (LODR) Regulations, 2015.

Mr. Dharam Vir Gupta, Mrs. Anshu Gupta and Mr. Diwan Chand Arya are Independent Directors on the Board of the Company. In the opinion of the Board and as declaration submitted by these Directors under Section 149 (7) of Companies Act, 2015, they comply with all the criteria of Independent Director as envisaged in Section 149(6) the Companies Act, 2013 and Regulation 25 SEBI (LODR) Regulations, 2015.

Familiarization Programme for Independent Directors

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

Companyâs Policy on Directorsâ Appointment and Remuneration

Company has constituted Nomination and Remuneration Committee as required under Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015, which inter-alia has recommended and formulated a Remuneration Policy (âthe policyâ).

The Policy is framed in accordance with the provisions of Companies Act, 2013 and listing Regulations. In case of any subsequent changes in the provisions of Companies Act, 2013 and Listing Regulations which makes any of the provisions of the policy inconsistent with the Act or regulations, the provisions of the Act or regulation shall prevail over the policy.

The objective of the policy is to provide criteria for appointment of Directors viz. experience, qualification, positive attributes understanding of the Companyâs business and social perspective, personal achievements and Board diversity. The Policy also contained the provisions to ensure that Executive Directors, KMP and other employees are sufficiently compensated for their performance. Under the Policy, Nomination and Remuneration Committee is entrusted with the responsibility to evaluate the various aspects relating to recommend the appointment and remuneration of the Directors of the Company.

Independent Non-Executive Directors are appointed for their professional expertise in their individual capacity as independent professionals. Independent Non-Executive Directors shall be entitled for sitting fees, reimbursement of expenses, paid for attending the meeting of the Board and Board Committees and commission as approved by the Board or/and shareholders.

The remuneration of employees largely consists of basic salary, perquisites, allowances and performance incentives. Perquisites and other benefits are paid according to the Company policy, subject to prescribed statutory ceiling. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience /merits, performance of each employee.

Board Evaluation

The Companies Act, 2013 states that formal annual evaluation required to be made by Board of its own performance and that of its Committees and individual Directors and Schedule IV of the Companies Act, 2013 states that the performance of Independent Directors shall be evaluated by the entire Board of Directors, excluding the Director being evaluated. Further, listing regulations also mandates that the Board shall monitor and review the Board evaluation framework.

Accordingly, the Board in consultation with the Nomination and Remuneration Committee, has set the criteria for evaluation of performance of Executive/Non-Executive/Independent Directors. Such criteria provides that the evaluation of performance of Board as whole, its Committees and Directors shall be carried out on annual basis and the Board may avail services of independent consultant to facilitate it for evaluating the performance of directors individually or collectively.

During the year, evaluation of performance of all the Directors and the Board as a whole and its Committees was conducted based on criteria set in this regard. The Evaluation process focused on various aspect of the Board and Committees functioning such as composition of the Board and Committees, competencies and experiences, performance of duties and obligation assigned etc. A separate process was also carried out to evaluate the performance of individual Director on the criteria such as contribution in decision making, governance issue, independent judgment, experience and presence in the meetings of Board and Committees. The results of evaluations were satisfactory. In addition to above evaluation, the performance of Non-Independent Directors, performance of Board as a Whole, performance of Chairman of the Company have also been reviewed by Independent Directors in their separate meeting held on 14^th March, 2016 in terms of provisions of Schedule IV of the Companies Act, 2013 and Listing Regulations.

Directorsâ Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) read with Section 134(5) of the Companies Act,2013 (the Act), your Directors confirm that:

a) in the preparation of the annual accounts for the financial year 2015-16, the applicable accounting standards had been followed and there are no material departure from the same;

b) the Directors has 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 at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were 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.

Subsidiary Company

The Company owned hundred percent shares of M/s Shubham Electrochem Limited (Wholly Owned Subsidiary Company). At the year ended 31^st March, 2016, the net worth of M/s Shubham Electrochem Limited stood at Rs. 279.25 Lakhs. During the reporting period Subsidiary Company reported profit before tax of Rs. 4.80 Lakhs.

Statutory Auditor and Audit Report

In terms of Section 139 of the Companies Act, 2013, M/s P M S & Co., Chartered Accountants, has been appointed as Statutory Auditor of the Company in 4^th Annual General Meeting up to the conclusion of 6^th Annual General Meeting. Accordingly, term of P M S & Co., to hold office of Statutory Auditors of the Company, being ended at the conclusion of ensuing Annual General Meeting. Therefore, pursuant to Section 139 of the Companies Act, 2013 the Company is required to appoint Statutory Auditors of the Company in the 6^th Annual General Meeting to hold office from conclusion of 6^th Annual General Meeting till the conclusion of 11^th Annual General Meeting, subject to ratification by members at every Annual General Meeting.

Retiring Statutory Auditor M/s P M S & Co. have shown their unwillingness to be re-appointed for the further term of Five years. Therefore, Board has approached M/s R. Lal & Company, Chartered Accountants (Firm Registration No 000926C) to be appointed as the Statutory Auditor of the Company for a term of Five years and has received their consent for the appointment. Further, Company has also obtained a written confirmation from M/s R. Lal & Company, proposed to be appointed, to the effect that their appointment, if made, would be within the limits prescribed.

The Statutory Auditorâs observation in their report read with notes to the accounts are self-explanatory and do not call for any further explanation. The Auditors of the Company have not given any adverse remark or disclaimer in their reports.

Secretarial Auditor and Secretarial Audit Report

As stipulated in the Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit for the financial year 2015-16 has been carried out by a qualified Practicing Company Secretary and submitted Secretarial Audit Report on the compliance of applicable Acts, Rules, Regulations, Guidelines, Standards etc. The Secretarial Audit Report is enclosed to this Annual Report as an integral part of this report. The findings of Secretarial Audit are satisfactory and do not call for any further explanation.

Risk Management

In terms of provisions of Listing Agreement, during financial year 2014-15 Company has constituted Risk Management Committee to facilitate the Board of Directors to address the risk associate with the business of the Company and to develop and implement Risk Management Policy. The Committee has developed and implemented the policy to assists the Board in its oversight of the Companyâs management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

However, due to amendments in Listing Agreement followed by effectiveness of new Listing Regulation, SEBI (LODR) Regulations, 2015, it is not mandate for Company to constitute the Risk Management Committee, therefore the Board of Directors in its meeting held on 27^th May, 2016, has dissolved Risk Management Committee and Audit Committee has been entrusted with duty to assist Board for risk management.

Internal Financial Controls

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

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

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

Particulars of Contracts or Arrangements with Related Parties

During the year under the review, there were no materially significant related party transactions which could have had a potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on armâs length basis and do not attract the provisions of Section 188(1) of the Companies Act, 2013. The related party transactions were periodically placed before the Audit Committee and/or Board for its approvals or review as and when required. Only two related party transactions were taken place during the year under review with Mrs. Shilpa Agarwal (relative of Managing Director) and Dr. Arun Gopal Agarwal (Director) to avail professional services and the Company has paid Rs. 6,00,000/- and Rs. 2,46,000/respectively to them. The policy on Material Related Party Transactions is available on the Companyâs website.

Credit Rating

CARE BB and CARE A4 rating has been assigned by Credit Analysis & Research Ltd. (CARE Ratings) to the Company for Long Term Bank Facilities and Short Term Bank Facilities respectively.

Particulars of Employees

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

Extracts of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Extracts of Annual Return in the prescribed form MGT-9 is annexed as an integral part of this report as Annexure-B.

Meetings of the Board of Directors

During the financial year under review Six (6) meetings of the Board of Directors were duly convened, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

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

(A) Conservation of energy-

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

ii. No step has been taken by the Company for utilization of alternate source of energy. However, Company at its non-conventional energy division generate electricity by wind energy and transfer the same to power grids.

iii. Company has invested Rupees Three Lakhs, and on proposals for power generation for captive consumption at its reclaim rubber plant through solar route.

(B) Technology absorption-

i.	The efforts made towards technology absorption	-	Itâs a continual process and the drive for reaching and adapting new technology is always under progress.
ii	The benefits derived like production improvement, cost reduction, product development or import substitution	-	Performance improvement is a continual process with respect to productivity, delivery, quantity cost and safety. Company is regularly following this and each department has set its own objective for performance improvement, which is closely monitored and regulated. With continued improvement in technology our production rate has been improved.
iii	In case imported technology (imported during last 3 years reckoned from the beginning of the financial year)-
a)	The details of technology imported	-	Company is using imported machines in its reclaimed rubber division.
b)	The year of import	-	2013
c)	Whether technology been fully absorbed	-	Yes
d)	Research and developments	-	The company seeks regular technical support from experts in this field and undertake appropriate R & D activities depending upon future requirements.

(C) Foreign exchange earnings and Outgo

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

(Amount in Lakhs)

Particulars	Current year	Previous year
Total Foreign Exchange Earnings	Nil	Nil
Total Foreign Exchange Outgo	1.71	0.62

Vigil Mechanism/ Whistle Blower Policy

Pursuant to the requirement of the Companies Act, 2013, the Company has established vigil mechanism/ whistle blower policy. Section 177 of the Companies Act, 2013 which inter-alia provides for a requirement to establish a mechanism for all the Directors and employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy.

Accordingly, the Mechanism is established to provide adequate safeguards against victimization of persons who use such mechanisms. Whistle blower Policy is available on Companyâs website.

Prevention of Sexual Harassment at Workplace

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

Material Changes and Commitments

No material changes and commitments, affecting the financial position of the Company has been occurred between the end of the financial year 2015-16 and till the date of this report.

Statutory Orders

No significant and material orders were passed by Courts, Tribunals and other Regulatory Authorities affecting the going concern status of the Companyâs operations.

Management Discussion and Analysis Report

In terms of Regulation 34 of SEBI (LODR) Regulations, 2015, Management Discussions and Analysis Report is appended to this Boardâs Report as Annexure-C.

Corporate Governance

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

Acknowledgements

We place on record our appreciation to employees at all level for their contribution, dedication and commitment. The Board take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities for their support, and look forward for their continued support in the future.

Date: 13^th August, 2016 For and on behalf of the Board of

Place: New Delhi S. E. Power Ltd.

Sd/-

Dr. Arun Gopal Agarwal

Chairman

(DIN 00374421)

Mar 31, 2015

Dear Members

The Directors are pleased to present 5th Board's Report of the Company along with the Audited Financial Statements of the Company for the financial year ended 31st March, 2015. We would like to share with you the highlights during the year 2014 - 2015:

Financial Performance

The financial results of the Company for the year ended 31st March, 2015 are summarized below: (Rs.in Lacs)

Particulars Year ended on Year Ended on 31st March,2015 31st March,2014

Total Income 564.63 377.34

Less: Expenditure 523.54 156.05

(Other than Depreciation and Amortization)

Profit before depreciation, exceptional and 41.09 221.29

extraordinary item and tax

Less: Depreciation and amortization 383.47 215.63

Profit before exceptional items and tax (342.38) 5.66

Less: Exceptional items - 246.75

Profit before tax (PBT) (342.38) (241.09)

Less: Provision for Tax 5.91 1.70

Profit after tax (PAT) (348.29) (242.79)

Add: Balance brought forward from previous year (107.46) 135.33

Balance carried to Balance Sheet (455.75) (107.46)

Summary of Performance

As the Members are aware that our Company was previously engaged only in generation of power from renewable energy resources and in the mid of March, 2014 it started operation in its reclaimed rubber division. Consequently, the financials of current year and the previous year are not comparable.

During the year, net revenue from operations of the Company stood at Rs. 552.79 Lacs. For the Financial Year ended 31st March 2015, due to adverse economic scenario to the reclaimed rubber industry and higher fixed operating cost, Company was not able to report profits. However, Company's reclaimed division is gradually contributing to gross income of the Company and Management of the Company is positive about the better results in upcoming years.

Further, the Company is focusing more on reducing its cost of operations and optimum utilization of its resources.

Dividend

In the financial year under review, Company has not earned profit, therefore, the Board of Directors regret their inability to recommend any dividend for the year.

Directors and Key Managerial Personnel

In accordance with the provisions of Companies Act, 2013 and as per Articles of Association of the Company Dr. Arun Gopal Agarwal, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

As per the provisions of Companies Act, 2013, amended Listing Agreement and Notification issued by SEBI regarding Composition of Board of Directors including eligibility criteria and qualification of Independent Directors and appointment of at least one Woman Director in the Board of the specified Companies. Accordingly, in August, 2014 your Company has made suitable changes in the composition of the Board and appointed Mr. Naresh Kumar Jain and Mrs. Anshu Gupta as Additional Independent Directors on the Board of the Company and later on 30th September, 2014 at 4th Annual General Meeting their appointments have been regularized and they along with Mr. Rupinder Singh have been appointed as Independent Directors, not liable to retire by rotation.

Further on 28th March 2015 Mr. Dharam Vir Gupta has been appointed as Additional Independent Director of the Company and Mr. Naresh Kumar Jain resigned from the Board of Directors. Appointment of Mr. Dharam Vir Gupta as Independent Director is proposed in forthcoming AGM.

Details of Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting, as required under clause 49 of Listing Agreement, is enclosed with the notice of Annual General Meeting.

Criteria for Board Membership of the Company

For the appointment of Directors, the Company shall take into account following points:

- Director must have relevant experience in Finance/ Law/ Management/ Sales/ Marketing/ Administration/ Research/ Corporate Governance/ Technical Operations or the other disciplines related to Company's business.

- Director should possess the highest personal and professional ethics, integrity and values.

- Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities.

- Director must be fit and proper person.

Independent Director

Independent Director is a Non-Executive Director, who does not have any direct or indirect material pecuniary relationship with the Company or any of its officers, other than as a Director or Shareholder of Company. Independent Director shall abide by the Code of Conduct as prescribed under Schedule IV of the Companies Act, 2013.

Independent Director shall meet all criteria specified in Section 149(7) of the Companies Act, 2013 and rules made there under and Clause 49 of the Listing Agreement entered into with Stock Exchanges.

Mr. Rupinder Singh, Mrs. Anshu Gupta and Mr. Dharam Vir Gupta are Independent Directors on the Board of the Company. In the opinion of the Board and as declared by these Directors, 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.

Familiarization Programme for Independent Directors

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

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

Company's Policy on Directors' Remuneration

Company has constituted Nomination and Remuneration Committee as required under Section 178 of the Companies Act, 2013 and the Clause 49 of the Listing Agreement which inter-alia has formulated Remuneration Policy ("the policy").

The Policy is framed in accordance with the provisions of Companies Act, 2013 and the Listing Agreement. In case of any subsequent changes in the provisions of Companies Act, 2013 and the Listing Agreement or any other regulation which makes any of the provisions of the policy inconsistent with the Act or regulations, the provisions of the Act or regulation shall prevail over the policy.

The objective of the policy is to ensure and set the benchmark for the compensation being paid to Executive Directors and other employees and at the same time linking compensation with the performance. The Policy seeks to provide criteria for determining qualifications, positive attributes and expertise of a Director.

Nomination and Remuneration Committee shall recommend the remuneration, including the commission based on the net profits of the Company, within the prescribed ceiling for the Non- Executive Directors and Whole-time Director and other Directors. This will be then approved by the Board and approval of shareholders will be obtained wherever applicable. Annual increments effective 1st April each year, as recommended by the Nomination and Remuneration Committee, and as approved by the Board. Remuneration to Non-Executive Directors may be paid in accordance with the applicable provisions of Companies Act, 2013 and the Rules made there under and other applicable Laws, if any.

Independent Non-Executive Directors are appointed for their professional expertise in their individual capacity as independent professionals / Business Executives. Independent Non-Executive Directors shall be entitled for sitting fees, reimbursement of expenses, paid for attending the meeting of the Board and Board Committees and commission as approved by the Board or/and shareholders.

The remuneration of employees largely consists of basic salary, perquisites, allowances and performance incentives. Perquisites and other benefits are paid according to the Company policy, subject to prescribed statutory ceiling. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience / merits, performance of each employee. The Company while deciding the remuneration package takes into consideration current employment scenario and remuneration package of the industry.

Board Evaluation

The Companies Act, 2013 states that formal annual evaluation required to be made by Board of its own performance and that of its Committees and individual Directors and Schedule IV of the Companies Act, 2013 states that the performance of Independent Directors shall be evaluated by the entire Board of Directors, excluding the Director being evaluated. Further, Clause 49 of the Listing Agreement also mandates that the Board shall monitor and review the Board evaluation framework.

Accordingly, the Board in consultation with the Nomination and Remuneration Committee, has laid down a policy for evaluation of performance of Executive / Non-Executive / Independent Directors. The Policy provides that the evaluation of performance of Board as whole, its Committees and Directors shall be carried out on annual basis and the Board may avail services of independent consultant to facilitate it for evaluating the performance of directors individually or collectively.

During the year, evaluation of performance of all the Directors and the Board as a whole and its Committees was conducted based on the policy laid down by the Board. The Evaluation process focused on various aspect of the Board and Committees functioning such as composition of the Board and Committees, competencies and experiences, performance of duties and obligation

Risk Management

In terms of the provisions of the Companies Act, 2013 and Listing Agreement, Risk Management Committee has been constituted by the Company to facilitate the Board of Directors to address the risk associate with the business of the Company and to develop and implement Risk Management Policy.

The Risk Management Policy assists the Board in its oversight of the Company's management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

Internal Financial Controls

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

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

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

The Audit Committee of Board of Directors actively review the adequacy and effectiveness of internal financial control system and suggests improvements for strengthening them. Internal Financial Control System of the Company modify continuously in accordance with the dynamic changes in the business condition and to comply with the applicable laws, regulations, statutory and accounting requirement

Particulars of Contracts or Arrangements with Related Parties

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as Annexure 1 to the Board's report and policy on Related Party transaction is available on Company's website.

Particulars of Employees

In accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 information regarding employees is annexed as Annexure 2 to the Board's report.

There was no employee in reporting financial year, whose details required to be given by the Company under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Extracts of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and R ule 12(1) of the Companies (Management and Administration) Rules, 2014, Extracts of Annual Return in the prescribed form MGT-9 is annexed as an integral part of this Report as Annexure 3.

assigned etc. A separate process was also carried out to evaluate the performance of individual Director on the criteria such as contribution in decision making, governance issue, independent judgment, experience and presence in the meetings of Board and Committees.

The results of evaluations were satisfactory . On the basis of outcome of evaluation Board and Committees agreed to take effective steps to improve the performance of Directors individually and collectively.

Directors' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 (the Act), your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had 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 at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors had 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 had prepared the annual accounts on a going concern basis; and

(e) the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

(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.

Fixed Deposits

Company has not accepted any public deposits within the meaning of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and as such no amount of principal or interest on public deposits was outstanding as on the date of balance sheet.

Subsidiary

On 1st April, 2015, Company has acquired 100% shares of M/s Shubham Electrochemist Limited and accordingly said Company becomes the 100% subsidiary of the Company in the financial year 2015-16.

Statutory and Secretarial Audit

M/s P M S & Co., Chartered Accountants, has been appointed as Statutory Auditor of the Company in 4th Annual General Meeting of the Company up to the conclusion of 6th Annual General Meeting of the Company subject to annual ratification. Accordingly, Board of Directors recommends the ratification for appointment of Statutory Auditor being eligible to continue as Statutory Auditor for financial year 2015-16.

In pursuant to provisions of Section 204 of the Companies Act, 2013 and as a measure of good corporate governance practice, Board of Directors of the Company has appointed CS Dimple Sachdeva, Practicing Company Secretary, to conduct Secretarial Audit of the Company for the financial year 2014-15.

The observations of Statutory Auditor and Secretarial Auditor in their reports read with notes thereto are self-explanatory and do not call for any further explanation. The Auditors of the Company have not given any adverse remark or disclaimer in their reports.

The report of the Statutory Auditors and Secretarial Auditors are enclosed to this report.

Meetings of the Board

The meetings of the Board were duly convened Nine (9) times during the financial year, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

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

(A) Conservation of energy-

i. Company has made its efforts and adopted relevant measures for conservation of the energy. There is a marginal reduction in energy costs. We look forward for significant reduction in energy consumption and cost of production in coming years.

ii. No step has been taken by the Company for utilization of alternate source of energy. However, Company at its non-conventional energy division generate electricity by using alternate sources of energy and transfer the same to power grids.

iii. There are no significant proposal for additional capital investment on energy conservation equipment.

(B) Technology absorption-

i. I The efforts made towards technology I : I From our own efforts and with the help of consultants absorption we have continued improvement in technology

ii The benefits derived like production : With continued improvement in technology our improvement, cost reduction, product production rate has been improved and cost of development or import substitution | production also reduced

iii In case imported technology (imported during last 3 years reckoned from the beginning of the financial year)-

a) The details of technology imported : Machine was imported for reclaimed rubber division

c) The year of import : 2013

d) Whether technology been fully :Yes absorbed

e) research and developments " : The Company would undertake appropriate R &

D activities depending upon future requirements.

Vigil Mechanism/ Whistleblower Policy

Pursuant to the requirement of the Act, the Company has established vigil mechanism/whistleblower policy. Section 177 of the Companies Act, 2013 which inter-alia provides for a requirement to establish a mechanism for all the Directors and employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy.

Accordingly, the Mechanism is established to provide adequate safeguards against victimization of persons who use such mechanisms. Whistleblower Policy is available on Company's website http://www.sepower.in/docs/corp-govern-manual.pdf.

Prevention of Sexual Harassment at Workplace

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 and constituted a Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace.

The Company has not received any complaint on sexual harassment during the financial year 2014-15.

Corporate Governance

The Company is committed to maintain the good standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company continues to benchmark its corporate governance policies in its true sense. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed to the report on Corporate Governance.

Management Discussion and Analysis Report

In terms of Clause 49 of Listing Agreement, Management Discussions and Analysis Report is appended to this Board's Report.

Acknowledgements

We place on record our appreciation to employees at all level for their contribution, dedication and commitment. The Board take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities for their support, and look forward for their continued support in the future.

Place : Delhi

Date : 25-08-2015 For and on behalf of the Board

Sd/-

(Dr. Arun Gopal Agarwal)

Chairman

(DIN 00374421)

Mar 31, 2014

DEAR MEMBERS,

The Directors are presenting this 4th Directors'' Report of the Company alongwith the Audited Financial Statement for the year ended 31st March, 2014.

FINANCIAL RESULT

The financial performance of the Company for the financial year ended 31st March, 2014 is summarized below:

(Rs. In Lacs)

Particulars Year Ended on Year Ended on 31st March, 31st March, 2014 2013

Total Income 377.34 648.91

Less: Expenditure

(other than Depreciation and Amortization) 156.05 260.86

Profit before depreciation, exceptional and extraordinary items and tax 221.29 388.05

Less: Depreciation and amortization 215.63 274.83

Profit before exceptional and extraordinary items and tax 5.66 113.22

Less: Exceptional items 246.75 -

Profit(Loss) before extraordinary items and tax (241.09) 113.22

Add: Extraordinary items - -

Profit before tax (241.09) 113.22

Less: Provision for Tax 1.70 2.18

Profit after Tax (242.79) 111.04

Add: Balance brought forward from previous year 135.33 24.28

Balance to be carried forward to the balance sheet (107.46) 135.32

DIVIDEND

In the financial year under review, Company has not earned profit, therefore, the Board of Directors regret their inability to recommend any dividend for the year.

DIRECTORS

During the year under review, Mr. Sunil Agarwal, Director of the Company resigned from the Directorship of the Company with effect from16th December, 2013.

On 14th August, 2014, Mr. Naresh Kumar Jain and Mrs. Anshu Gupta, have been appointed as Additional Directors (Independent) of the Company and resignation of Mr. Suresh Chand Sharma has been accepted by the Board of Directors.

In accordance with the provisions of the Companies Act, 2013 and as per the Article of Association Dr. Arun Gopal Agarwal, Director of the Company retires by rotation at this Annual General Meeting and being eligible, offer himself for re-appointment.

FIXED DEPOSITS

Company has not accepted any public deposits within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of balance sheet.

AUDITORS & AUDITORS'' REPORT

M/s P M S & Co., Chartered Accountants, Statutory Auditor of the Company retire at ensuing Annual General Meeting are eligible for re-appointment and has given their consent for re-appointment.

The Company has obtained a written confirmation from the Statutory Auditors proposed to be reappointed to the effect that their re-appointment if made, would be within the limits prescribed. The Statutory Auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India.

The observations of Auditor in their report read with notes to the accounts are self explanatory and do not call for any further explanation.

PARTICULARS OF EMPLOYEES

There are no employees who was in receipt of remuneration of Rs. 5,00,000/- or more per month or Rs. 60,00,000/- or more per annum in terms of Section 217(2A) of Companies Act, 1956 read with the Companies (particulars of Employees) rules, 1975 as amended from time to time.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Directors'' responsibility statements as required under Section 217(2AA) of the Companies Act, 1956, Directors of Company confirm:

i) that in preparation of the financial statements for the year ended 31st March, 2014, the Generally Accepted Accounting Principles (GAAP) of India and applicable Accounting Standards issued by Institute of Chartered Accountants of India have been followed;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit & Loss account and cash flow of the Company for the year ended on that date;

iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities and;

iv) that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

To comply with conditions of Corporate Governance, pursuant to Clause 49 of Listing Agreement entered with Stock Exchanges (BSE & NSE) on listing of equity shares of the Company, Management

Discussion and Analysis, Report on Corporate Governance and Auditors'' Certificate, are included in this Annual Report.

DISCLOSURE OF PARTICULARS AS PER SECTION TO 217(1)(e) OF COMPANIES ACT, 1956

The particulars pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 to the extent applicable are as under:

A. CONSERVATION OF ENERGY

1. Energy conservation measures taken

Company has made its efforts and adopted relevant measures for conservation of the energy.

2. Additional investments and proposals, if any, being implemented for reduction of consumption of energy

There are no significant proposals.

3. Impact of the measures taken in (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

There is a marginal reduction in energy costs.

4. Total energy consumption per unit of production Not applicable to the Company

B. TECHNOLOGY ABSORPTION : RESEARCH & DEVELOPMENT

During the financial year 2013-14, the Company has imported the machinery for its rubber reclamation project. The Company has continued to conduct development work for the improvement in the quality of its product and for the acceptance in the international market, Company is also trying to develop new applications for the high quality specialised reclaimed rubber. However, the expenditure incurred on the same is not significant.

ACKNOWLEDEGMENT

On behalf of the Directors of the Company, we would like to place on record our sincere appreciation to our Shareholders, Customers, Business Partners, Bankers, Financial Institutions and Government Authorities.

We also appreciate and value the contributions made by all our employees in Company''s growth.

Place : Delhi For and On Behalf of the Board Date : 22.08.2014

Sd/- (Dr. Arun Gopal Agarwal) Chairman

Mar 31, 2013

DEAR MEMBERS,

The Directors are delighted to present Directors'' Report of your Company with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULT

The performance of the Company for the financial year ended 31st March, 2013 is summarized below:

Year Ended on Year Ended on 31st 31st March, 2013 March, 2012

Total Income 648.91 167.87

Less: Expenditure 535.68 146.93

Profit Before Tax (PBT) 113.23 20.94

Less: Provision for Taxation 2.17 3.99

Less: Provision for Deferred Tax Asset 0.02

Profit After Tax (PAT) 111.04 16.95

Add: Receipts over Expenditure from Demerged 300.49 Company as Beneficiary for current year

Current Year Surplus Available 111.04 317.44

PERFORMANCE

The Company''s gross income for the financial year ended 31st March, 2013 was R 648.91 Lacs and Net profit was R 111.04 Lacs.

DIVIDEND

To conserve the resources of the Company, Directors of the Company have decided not to declare any dividend for the year ended 31st March, 2013.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and as per the Article of Association Mr. Rupinder Singh, Director of the Company retires by rotation at this Annual General Meeting and being eligible, offer himself for re-appointment.

On 15th July 2013 the Board of Directors has appointed Mr. Ravindra Agrawal, Director of the Company as Additional Director and Managing Director of the Company for a period of 5 years and in the same meeting Dr. Arun Gopal Agarwal has resigned from the Managing Directorship of the Company and with effect of that date Dr. Arun Gopal Agarwal shall continue as Non Executive Director and Chairman of the Company.

ALTERATION IN MAIN OBJECT CLAUSE OF MEMORANDUM OF AS- SOCIATION OF THE COMPANY

During the year under review, Special Resolution has been passed by the Shareholders of the Company through Postal Ballot process to alter Object Clause of the Memorandum of Association of the Company by inclusion of new Object Clause in the Main Object Clause III(A) of Memorandum of Association of the Company.

FIXED DEPOSITS

Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956.

AUDITORS & AUDITORS'' REPORT

M/s P M S & Co., Chartered Accountants, Statutory Auditor of the Company retires at forthcoming Annual General Meeting and had given their consent for re-appointment.

As required under the provisions of Section 224 of the Companies Act, 1956 the Company has obtained a written confirmation from the above Auditors proposed to be reappointed to the effect that their re-appointment if made, would be in accordance with the provisions of section 224 (1B) of the Companies Act, 1956.

The observations of Auditor in their report read with notes to the accounts are self explanatory and do not call for any further explanation.

PARTICULARS OF EMPLOYEES

During the year, there were no employees who were in receipt of remuneration as per the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and amendments thereon.

DIRECTORS'' RESPONSIBILITY STATEMENT

P ursuant to directors'' responsibility statements as required under Section 217(2AA) of the Companies Act, 1956, Directors of Company confirm:

i) that in preparation of the financial statements for the year ended 31st March, 2013, the Generally Accepted Accounting Principles (GAAP) of India and applicable Accounting Standards issued by Institute of Chartered Accountants of India have been followed;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities and;

iv) that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

To comply with conditions of Corporate Governance, pursuant to Clause 49 of Listing Agreement entered with Stock Exchanges (BSE & NSE) on listing of equity shares of the Company, Management Discussion and Analysis, Report on Corporate Governance and Auditors'' Certificate, are included in this Annual Report.

DISCLOSURE OF PARTICULARS AS PER SECTION TO 217(1)(e) OF COMPANIES ACT, 1956

Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 certain disclosure have to be made. Presently, the Company is in the field of generation of energy through renewal energy resource and not engaged in manufacturing, the relevant provisions relating to conservation of technology absorption are not applicable. However, the green energy is directly contributing in reducing dependency on fossil fuel and thus conserving the fossil fuel.

During the year, there were no Foreign Exchange earnings and outgo.

COST AUDIT

Pursuant to Section 233B of Companies Act, 1956 and Rules made thereunder, our Company is required to maintain cost records and undergo auditing of the Cost Accounts. Therefore, pursuant to the Companies (Cost Audit Report) Rules, M/s P . S. Garg & Associates having Registration No. 1375 have been appointed as Cost Auditor. They are engaged for auditing the Company''s Cost Accounting records maintained as per Cost Accounting Records (Electricity Industry) Rules, 2011, and Cost Accounting Records (Petrochemicals) Rules, 2011 relating to power generation for the Financial Year ended on 31st March, 2014.

ACKNOWLEDGMENT

On behalf of the Directors of the Company, we would like to place on record our sincere appreciation to our Shareholders, Customers, Business Partners, Bankers, Financial Institutions and Government Authorities.

We also appreciate and value the contributions made by all our employees in Company''s growth.

For and On Behalf of the Company

S. E. Power Limited

Dr. Arun Gopal Agarwal

(Chairman)

Place : Delhi

Date : 02.09.2013

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