Octal Credit Capital Ltd Directors Report

T o The Members Of,

OCTAL CREDIT CAPITAL LIMITED

Your Director have pleasure in presenting the 32^nd Annual Report of the Company together with Audited Statements of Accounts for the year ended 31^st March 2024.

STANDALONE & CONSOLIDATED FINANCIAL STATEMENT:

Particulars	STANDALONE		CONSOLIDATED
	For the Year Ended March 31, 2024	For the Year Ended March 31,2023	For the Year Ended March 31, 2024	For the Year Ended March 31,2023
Revenue from Operation	28.29	110.51	28.29	110.51
Other Income	0.11	0.19	0.11	0.19
Total Income	28.40	110.70	28.40	110.70
Total Expenses	14.51	157.34	14.51	157.34
Exceptional Item	--	--	--	--
Profit/(Loss) Before Tax	13.89	-46.64	13.89	-46.64
Provision for Taxation	--	--	--	--
Deferred Tax Asset/(Liability)	2.72	16.79	2.72	16.79
Income Tax For Earlier Year	--	0.07	--	0.07
Profit/(Loss) After Tax	11.16	-29.78	11.17	-29.78
Add: Share of Profit in Associates	--	--	397.52	-17.09
Profit/(Loss) For the Period	11.16	-29.78	408.69	-46.87
Other Comprehensive Income	223.44	-7.28	132.49	-3.37
Total Comprehensive Income for the Period	234.61	-37.06	541.18	-50.24

CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the company during the F.Y. 2023-2024.

MATERIAL CHANGES AND COMMITMENTS:

There has been no material changes and commitments, affecting the Financial Position of the Company, which have occurred between the End of Financial Year of the Company to which the Financial Statements relate and the date of the report.

DIVIDEND:

Due to insufficient profit during the year under review The Board has decided not to recommend any dividend for the year ended 31st March 2024.

TRANSFER TO RESERVE:

The Company has transferred Rs. 4.49 lacs (20% of Rs. 22.43 lacs) to statutory reserve under section 45 IC of RBI Act 1934 in the financial year 2023-2024.

CHANGES IN SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2024 stood at Rs. 500.09 Crore. During the year under review, the Company has not issued any shares with differential voting rights, sweat equity shares nor granted any stock options. The company neither came out with rights, bonus, private placement and preferential issue.

OPERATIONS & FUTURE OUTLOOK:

The Company will look to extend to adjacent business spaces without compromising the integrity of the loan book. We believe that the market for this is large and relatively underpenetrated.

Given the potential in the business, we believe that we should be able to more than double revenues during the current financial year and double that again in 2025-26. The next two years are expected to generate sizeable growth, enhancing value for our customers while improving our visibility and profitability.

According to RBI one of the main reasons for tighter regulation is to reduce the systematic risk they pose to the financial system since they borrow heavily from banks. Prima facie it may appear that these reforms will affect the productivity of the NBFCs; however, with time they are more likely to improve NBFCs capacity to endure asset quality shocks and also deal with systemic risks. Moreover, increase in disclosure requirements and corporate governance norms will have a three-fold effect. It will enhance transparency and increase the responsibility of the management and further supplement investor awareness.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has policy for Internal Financial Control System, commensurate with the size, scale and complexity of its operations. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The scope and authority of the Internal Audit (IA) function is defined in the internal financial control policy. The Internal Auditor monitors and evaluates the efficiency and adequacy of Internal Financial control system in the Company, its compliance with operating systems, accounting procedures and policies. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the

Board, the internal audit report on quarterly basis and some are reviewed by the committee. The observation and comments of the Audit Committee are placed before the board.

DIRECTORS & KEY MANAGERIAL PERSON:

Key Managerial Personnel

Mr. Arihant Patni- Whole Time Director Mr. Shyam Arora - Chief Financial Officer Mrs Sweety Nahata - Company Secretary

Non-Executive, Non Independent Directors

Mr. Dilip Kumar Patni Mr. Kamal Nayan Jain Mrs. Vandana Patni

Non-Executive, Independent Directors

Mr. Sambhu Nath Jajodia Mr. Bijay Bagri

Appointment and Resignation:

In accordance with the provisions of the section 152 of Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mrs. Vandana Patni (DIN 07111093) (Non-Executive, Non Independent Directors), who retires by rotation and, being eligible, offers herself for reappointment at the ensuing Annual General Meeting of the company.

A brief resume of the Directors proposed to be re-appointed along with additional information is provided in the notice of Annual General Meeting.

INDEPENDENT DIRECTORS

Your Company has received declaration from Independent Directors that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 read with Regulations 16(1)(b) and 25(8) of the Listing Regulations and there is no change in their status of Independence and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence. All requisite declarations were placed before the Board. Your company has also received declaration from Independent Directors that they have affirmed compliance with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013 and also with the Companys Code of Conduct applicable to all the Board Members and Senior Management Personnel of the Company for the financial year ended 31st March 2024. Your Company has noted that all the Independent Directors of the Company have registered themselves with IICA in terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended thereof. Further, Board of Directors confirms that all the Independent Directors meet the criteria of proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended) read with Section 150 of Companies Act 2013 and Rules thereon.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, integrity and expertise in the fields of finance, taxation, advisory, corporate law, and so on.

MEETINGS OF THE BOARD:

The company has duly complied with section 173 of the Companies Act 2013. During the year under review, 10 (Ten) board meetings were convened and held. The date on which meeting were held are as follows :

06.04.2023, 29.05.2023, 14.07.2023, 11.08.2023, 25.08.2023, 13.09.2023, 18.09.2023, 10.11.2023, 12.02.2024 and 25.03.2024.

The maximum interval between any two meetings did not exceed 120 days.

FORMAL ANNUAL EVALUATION& INDEPENDENT DIRECTORS MEETING:

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors on the basis of the various parameters.

Separate exercise was carried out to evaluate the performance of Whole Time Director on basis of the parameters such as contribution, independent judgment, effective leadership to the Board, safeguarding of minority shareholders interest etc. Based on set parameters, the performance of the Board, various Board Committees vi z. Audi t Committee, Stakeholder s Relationship Committee, Nomination and Remuneration Committee and Independent Directors was carried out and evaluated to be satisfactory.

During the year under review, the Independent Directors of your Company carried out the performance evaluation of Non- Independent Directors and Chairperson at a separate meeting of Independent Director held on 18.09.2023. The Directors were satisfied with the Evaluation Results,

MANAGERIAL REMUNERATION:

The statement containing the disclosure as required in accordance with the provisions of Section 197(12) of the Companies Act 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure I. and forms a part of the Board Report. Further, none of the employees of the Company are in receipt of remuneration exceeding the limit prescribed under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 so statement pursuant to Section 197(12) of the Companies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be included.

DETAILS OF SUBSIDIARY / TOINT VENTURES / ASSOCIATE COMPANIES:

Your Company has no Subsidiary Company. Details of Associate Companies during the year under review is annexed as Annexure II (i.e. in Form AOC - I) and forms part of the Board Report.

AUDITORS & AUDITORS REPORT:

STATUTORY AUDITOR:

Pursuant to section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and due to the Casual Vacancy occurred on resignation of M/s RANJIT JAIN & Co. Chartered Accountants on 10^th May, 2024, appointment of M/s VASUDEO & ASSOCIATES Chartered Accountant (FRN 319299E) made by the Board of Directors in their meeting held on 10.05.2024 to conduct Audit for the financial year 2023-2024 subject to the approval of the shareholders at the Annual General Meeting.

M/s VASUDEO & ASSOCIATES Chartered Accountant (FRN 319299E), have expressed their willingness to continue as statutory auditors of the company for a further period of 2 (Two) years. The Board recommends their appointment for a period of 2 (Two) years to continue as such till the conclusion of the Annual General Meeting to be held in the year 2026. Accordingly, the members are required to consider and approve the RE-Appointment of M/s VASUDEO & ASSOCIATES Chartered Accountant (FRN 319299E), as statutory auditors of the company to continue as such until the conclusion of the Annual General Meeting to be held in 2026 at a remuneration to be decided by the Board of Directors in consultation with the said auditors.

Pursuant to Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s VASUDEO & ASSOCIATES Chartered Accountant (FRN 319299E), have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company. M/s VASUDEO & ASSOCIATES Chartered Accountant (FRN 319299E), have also confirmed that they have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of ICAI as required under Regulation 33(1)(d) of the Listing Regulations.

SECRETARIAL AUDITOR: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Dipika Jain, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the FY 2023-2024. The Report of the Secretarial Audit Report is annexed herewith as Annexure III.

INTERNAL AUDITOR: Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014 the Company M/ s. Amresh Jain & Co., were appointed to undertake the Internal Audit of the Company for 2 years i.e for the F.Y. 2022-23 & 2023-24. There stood no adverse finding & reporting by the Internal Auditor in the Internal Audit Report for the year ended 31st March 2024.

AUDITOR REPORTS There are no qualifications, reservation or adverse remarks made by M/s. Vasudeo & Associates, Chartered Accountants, Kolkata, (Firm Registration No.:319299E), the statutory Auditor, in their report.

The statutory Auditor have not reported any incident of fraud to the Audit committee of the company in the year under review.

COMMITTEES:

i) AUDIT COMMITTEE:

The Audit Committee of the Board of Directors oversees the Financial Statements and Financial Reporting before submission to the Board. The Audit Committee is responsible for the recommendation of the appointment, remuneration, performance and oversight of the work of the Internal and Statutory Auditors. It reviews the Reports of the Internal Auditors and Statutory Auditors. The Senior Management Personnel are invited to the meetings of the Audit Committee, along with the Head of Internal Audit. At present, there are three Members of the Audit Committee. The composition of the Audit Committee is given below:

Name of Member	Category
1 Mr. Sambhu Nath Jajodia	Chairman - Independent, Non Executive
2 Mr. Bijay Bagri	Independent , Non Executive
3 Mr. Dilip Kumar Patni	Non Independent, Non - Executive

ii) NOMINATION AND REMUNERATION COMMITTEE:

The committees constitution and terms of reference are in compliance with provisions of section 178 of Companies Act 2013 read with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The functions of this Committee include identification of persons who are qualified to become Directors and who may be appointed as Senior Management, formulation of criteria for determining qualifications, positive attributes, independence, recommendations of their appointments to the Board, evaluation of every Directors performance, formulation of Remuneration Policy to include recommendation of remuneration for Directors, Key Managerial Personnel and Senior Management.

At present, there are Three Members of the Nomination and Remuneration Committee, in which Two are Independent Directors.

The composition of the Nomination And Remuneration Committee is given below:

Name of Member	Category
1 Mr. Sambhu Nath Jajodia	Chairman - Independent, Non Executive
2 Mr. Bijay Bagri	Independent , Non Executive
3 Mr. Dilip Kumar Patni	Non Independent, Non - Executive

iii) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is responsible to Consider & Resolve the Grievances of Security holders including complaints related to transfer of shares, non receipt of balance sheet, non receipt of declared dividends, Transfer & transmission of shares, Issue of duplicate shares, Exchange of new design share certificates, Recording dematerialization & rematerialization of shares & related matters.

The composition of the Stakeholders Relationship Committee is given below:

Name of Member	Category
1 Mr. Dilip Kumar Patni	Chairman - Non-Independent
2 Mr. Kamal Nayan Jain	Non-Independent
3 Mrs. Vandana Patni	Non-Independent

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The company has adopted a Whistle Blower policy to establish a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or ethics policy. The said policy is hosted on the website of the company (www.occl.co.in)

RISK MANAGEMENT POLICY:

Pursuant to section 134(n) of Companies Act 2013 and revised clause 49 of Listing Agreement, your company has a robust Risk management framework to identify, evaluate business risk and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the competitive advantage. The framework has different risk models which help in identifying risk trends, exposure and potential impact analysis at a company level. The said policy is hosted on the website of the company (www.occl.co.in)

CORPORATE SOCIAL RESPONSIBILITY:

The Company had not taken any initiatives on the activities of Corporate Social Responsibilities as the provisions relating to the same are not applicable to the Company.

EXTRACT OF ANNUAL RETURN:

Companies Act, 2013 makes mandatory for every company to prepare an extract in the format prescribed MGT 9. The details forming art of the extract of Annual Return as on 31st March 2024 is annexed herewith as Annexure IV.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts/Tribunals which would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

Your Company being the Non-Banking Financial Company having the principal business of providing loans, is exempted from the provisions of Section 186 of the Companies Act, 2013 to the extent of providing loans, giving guarantee and providing security in connection with loan. However, the details of investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in notes to the financial statement.

DEPOSITS:

Your company is non deposit taking NBFC registered with RBI, thus the said clause is not applicable and the company does not accept any deposit. The Board of Directors has duly passed a resolution in their meeting giving effect to the aforesaid statement.

CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/transactions with related parties entered by the company during the financial year were on an arms length basis and were in the ordinary course of business and the provisions of section 188 of the Companies Act 2013 are not attracted and thus disclosure about details of contracts or arrangements or transactions with related parties referred to in section 188(1) in Form AOC-2 is not required. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or their relatives or other designated persons which could have a potential conflict with the interest of the Company at large.

All Related Party Transactions are periodically placed before the Audit Committee as also the Board for approval. During the year under review the company has not taken any omnibus approval from Audit committee. A Related Party policy has been devised by the board of Directors for determining the materiality of transactions with related parties and dealing with them. Further your directors draw your kind attention of the members to Notes to the financial statements which sets out related party transactions.

CORPORATE GOVERNANCE REPORT:

As per Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance provisions specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of (a) a listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. As our company falls under above mentioned exception hence compliance with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to us. Therefore Corporate Governance Report for the year ended 31.03.2024 is not prepared.

DISCLOSURES ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT :

The Company believes that it is the responsibility of the organisation to provide an environment to its employee which is free of discrimination, intimidation and abuse and also to protect the integrity and dignity of its employees and also to avoid conflicts and disruptions in the work environment. Further there stood no cases filed during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI

The Board of Directors affirms that the Company has duly complied with the applicable Secretarial standards (SS) relating to Meetings of the Board (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India which have mandatory application during the year under review.

DISCLOSURES PERTAINING TO MAINTENANCE OF COST RECORDS PURSUANT TO SECTION 148(1) OF THE COMPANIES ACT, 2013

The Company is not required to maintain cost records as specified u/s 148(1) of the Companies Act, 2013 read with the applicable rules thereon for the FY 2023-2024. Hence the said clause is not

applicable to the Company with respect to its nature of business.

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

Since the Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, technology absorption and foreign exchanges earning and outgo, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the financial year under review, the company has not taken from any Bank and further there stood no instance of onetime settlement with any Financial Institution.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, make the following statement in terms of clause (c) of sub-section (3) of section 134 of Companies Act 2013 that ? OCTAL CREDIT CAPITAL LIMITED Annual Report 2023-2024

a) In the preparation of the annual accounts for the Financial year ended on 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2024 and of the Profits 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 Companies Act 2013 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 that 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

ACKNOWLEDGEMENTS:

Your Directors take the opportunity to thanks the Regulators, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Place: Kolkata	D. K. Patni
Date : 29th Day of May, 2024	Chairman