Octavius Plantations Ltd Directors Report

To,

The Members,

Your Directors are pleased to present the Companys Director Report on the business and operations of Octavius Plantations Limited the (“Company”) together with the Audited Financial Statements for the financialyear ended March 31, 2024.

1. COMPANY OVERVIEW:

OCTAVIUS PLANTATIONS LIMITED is a public limited company incorporated on 26 June 1984 under The Companies Act, 1956 and having its registered office at E-40/3, OKHLA INDUSTRIAL AREA, PHASE-2 NEW DELHI NEW DELHI South Delhi - 110020.

2. FINANCIALSUMMARY / PERFORMANCEOF THE COMPANY

Duringthe year under review, performance of your company as under: (in lakhs.)

Particulars	2022-2023 (Rs.)	:2022-2023 (Rs.)
Total Revenue	2,445.14	2,223.19
Total Expenses	2,249.58	1,991.98
Net Profit Before Tax	195.56	231.21
Tax Expense	17.48	41.85
Net Profit After Tax	178.08	189.36
Earnings per Equity share	5.94	6.31
(a) Basic and Diluted
No. of Equity Share (face value of Rs. 10 each)	3000000	3000000

3. OPERATION/ STATE OF COMPANYS AFFAIRS

During the year under review, your Company recorded the turnover of Rs. 2183.79 against last year Rs. 2429.12. The net worth of the Company also increased substantiallyto Rs. 1637.85 as against Rs. 1637.85 as on 31.03.2023. Your Directors are making all out efforts to improve theperformance of the Company in the currentyear. The Managementlooksthe future with optimism and hopesto do betterin year to come.

SETTING UP OF NEW HORIZON: FUTURE PLANS FOR RESORT DEVELOPMENT IN ADDITION TO OUR SPRAWLING PLANTATIONS

WE HAVE HONOURED THE HERITAGE AND FLAVORS OF OUR REGION THROUGH OUR EXCEPTIONAL COFFEE. OVER THE YEARS, WEVE EARNED A REPUTATION FOR QUALITY AND AUTHENTICITY, BECOMING A TRUSTED NAME AMONG COFFEE ENTHUSIASTS WORLDWIDE. NOW, AS WE VENTURE INTO THE WORLD OF HOSPITALITY, WE BRING THE SAME DEDICATION AND EXPERTISE TO CREATE UNFORGETTABLE EXPERIENCES FOR OUR GUESTS. REGISTERED OFFICE AND CORPORATE OFFICE OF THE COMPANY

Pursuant to Section 12 of The Companies Act, 2013 and any other applicable provisions of The Companies Act, 2013 and Rules made thereunder (including any statutory modifications and re-enactment thereof for the time being in force), the Company has its Registered Office E-40/3, Okhla Industrial Area, Phase II, New Delhi - 110020. DIVIDEND

In view of strengthening the financial position of the Company and to enhance the reserve base of the Company, the Directors have not recommended any dividend during the financial year 2023-24. RESERVES

During the year, the Company has total comprehensive Income of Rs. 177.44 (in Lakhs). SHARE CAPITAL & LISTING

As on 31st March, 2024, the Company has Authorised Share Capital of Rs.3,00,00,000/-. During the period under review, the Company has not increased its authorised share capital and not issued any other kind of securities.

LISTING STATUS

Your Company has paid the Annual Listing Fees for the Financial Year 2023-24 to the BSE Limited where the shares of the company are listed.

10. PARTICULARS OF EMPLOYEES

During the year under review, none of the employee of the company has drawn salary in excess of the limits as specified under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

11. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES AS PER THE

COMPANIES ACT, 2013:

The Company does not have any holding, subsidiary, joint venture and associate companies as per The Companies Act, 2013.

12. QUALITY INITIATIVE

The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management by successfully completing annual re-certification/surveillance audits for various industry standards and models.

13. BOARD MEETINGS, BOARD OF DIRECTORS & COMMITTEES OF DIRECTORS

Board Meetings

The Board of Directors of the Company met 14 times during the financial year i.e., 17.04.2023, 29.05.2023, 11.08.2023, 17.08.2023, 04.09.2023, 12.09.2023, 25.10.2023, 07.11.2023, 13.11.2023, 21.11.2023, 14.12.2023, 12.01.2024, 29.01.2024 and 13.02.2024 The gap intervening between two meetings of the board is in accordance with the provisions of the Companies Act, 2013 (hereinafter “the Act”).

Board of Directors

The present Composition of the Board of Directors is in compliance with the provision of section 149 of the Companies Act, 2013

Declaration by Independent Director(s)

The Company has received necessary declaration from independent directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

Committees of the Board

The Company has the following Committees of the Board:

Audit Committee: The details of the Committee along with composition of Companys Audit Committee given below. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee: The details of the Committee along with the composition and meetings held during the year under review are provided below. It recommends to the Board, inter alia, the Remuneration Package of Directors and Key and other Senior Managerial Personnel. The policy for evaluation of Directors which contains evaluation criteria; such criteria include contributing to, monitoring and reviewing etc. and has acted upon the same. The particulars required to be furnished relating to the Policy on Directors appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director and other related matters including remuneration of employees has been uploaded on the website of the Company.

3. Stakeholders Relationship Committee: Details of the Committee along with composition and meetings held during the year under below.

S. No Name of the Committee	Composition of the Committee
1 Audit Committee	1.Ms. B C Poonamma Chairperson
	2.Mr. Anil kumar Ravindran Member
	3.Mr. Raj Kumar Jain Member
	1.Ms. B C Poonamma Chairperson
Nomlnatlorj and Remuneration	2.Mr. Anil kumar Ravindran Member
	. i
2 Committee	3.Mr. Raj Kumar Jain Member
	1.Ms. PrinciJain Chairperson
3 Stake.holde.rs . RelationshipCommittee	2.Ms. B C Poonamma Member
	3.Mr. Raj Kumar Jain Member

The Policy on Formulation of Audit Committee is enclosed as Annexure :I. 14. Corporate Social Responsi ty

As per Section 135 (1) of the Companies Act, 2013, the Company doesnt require to constitute CSR Committee during the financial year 2023- 2024. However, your Company is committed to the principles of sustainable development and consistently carries out initiatives in the area of corporate social responsibility to benefit the communitiesthat it interactswithduring the course of business.

11. Policy on Directors appointment and remuneration

The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the CompaniesAct, 2013. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company is uploaded on www.octaviusplantations.com atinvestors column. Further Board affirm that the remunerations payable by the Company is as per provision of the CompaniesAct, 2013 and therules made thereunder.

12. Independent Directors Meeting

During the year under review, the Independent Directors meton 25.03.2024, inter alia, to discuss: a. Evaluation of the performance of Non Independent Directorsand the Board of Directorsasa whole; Evaluation of the quality, content and timelines of flow of information between the Management c. andthe Board that s necessaryforthe Board to effectivelyand reasonably performits duties. Allthe Independent Directors were present atthe Meeting.

13. Details of Establishment of Vigil Mechanism/Whistle Blower Policy for Directors and Employees

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers), Rules, 2014 a Vigil Mechanism for directors and employeestoreportgenuine concerns has been established. The derails of establishmentof Vigil Mechanismfor Directors and Employees is enclosed asAnnexure :11

14. Statutory Auditors

At the Annual General Meeting held on December 26, 2022, M/s. V.SINGHI & ASSOCIATES, Chartered Accountants, Delhi were appointed as statutory auditors of the Company to hold office for a term of five years from the conclusion of this meeting until the conclusion of Annual General Meeting to be held in the year 2026-27.

Observations by the Statutory Auditor are self-explanatory need not to elaborate further. Our management has reviewed and taken note of the same

15. Statutory Auditors

Comments on Secretarial Auditors report

Mr. Suprabhat Chakraborty, Company Secretary has given secretarial audit report wherein it is observed that:

a) Independent Directors of the company have not clear online self assessment proficiency test as per the companies (Appointment and Qualification of Directors) Rules, 2014.

16. INTERNALAUDITORS:

M/s. Ravinder K Goyal, Chartered Accountant (Firm Registration Number: 013997N) have been appointed as Internal Auditors of the Company by complying with the provisions of Section 138 (1) of The Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014.

17. INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS, 2015:

There have been no instances reported by the Auditors to the Audit Committee or the Board under Section 143 (12) of The Companies Act, 2013.

18. INDIAN ACCOUNTING STANDARDS, 201

The annexed financial statements complies in all the material aspects with The Indian Accounting Standards (IND AS) notified under Section 133 of The Companies Act, 2013 read with The Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of The Companies Act, 2013.

19. Directors Responsibility Statement

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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;

<) 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 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.

20. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declaration to the Company under Section 149(7) of The Companies Act, 2013; that they meet the criteria of independence as provided under Section 149(6) of The Companies Act, 2013 read with Regulation 16(1)(b) of The SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Board has also confirmed that they are not aware of any circumstances or situation which exist or may be reasonable anticipated that could impair or impact their ability to discharge their duties and that they are independent of the management.

21. MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors was held during FY 25th March 2024; as per the provisions of Schedule IV (Code for Independent Directors) of The Companies Act, 2013 and Regulation 25(3) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; in which the following matters were considered: e Evaluation of the performance of Non-Independent Directors and the Board of Directors. e Evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors. e Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

22. ANNUAL EVALUATION BY THE BOARD:

The Board has carried out an annual evaluation of its own performance, Committees of the Board and individual Directors pursuant to the provisions of The Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors expressed their satisfaction with the evaluation process.

23. CODE OF CONDUCT:

The Company has laid down the rules for code of conduct for the Members of the Board and Senior Management Personnel of the Company. The code of conduct has also been posted on Companys website. In compliance with this code, the Board Members and Senior Management Personnel have affirmed their compliance with the code for the financial year ended on 31st March, 2024.

24. Extract of Annual Return

Annual Return of the company as on March 31, 2024 is available on the company website and can be assessed at www.octaviusplantations.com.

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

During the year under review, the provisions relating to sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable to company.

26. Material changes and commitments affecting financial position between the end of the financial yearand date of report

No significant material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the board report, which require disclosure intheaccounts.

27. Particulars of loans, guarantees orinvestments under section 186

The Company has not granted any loans, given guarantees or made investments to Companies or concerns covered under section 186 during FY 2023-24.

28. Particulars of contracts or arrangements with related parties

The details of Loans, Investments, Guarantees and Securities made during the financial year ended 31st March, 2024 as per the provisions of Section 186 of The Companies Act, 2013 and

Schedule V of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Notes to the Financial Statements forming part of Annual Report.

29. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF

MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details required under Section 197(12) of The Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed to this Boards Report.

30. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particularsas prescribed under Section 134(3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 are given below:

a) Conservation ofenergy: Not Applicable b) Technology absorption: Not Applicable c) Foreign Exchange earnings and outgo: Foreign Outgo: INR 46,77,187.00

31. Deposits

During the financial year under review, your Company has neither accepted nor renewed any deposits from the public or its employees within the meaning of Section 73 of The Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company, are provided as part of the financial statements.

32. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

During the financial year, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government from time to time.

33. PROHIBITION OF INSIDER TRADING:

As per The SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Ms. Suman, Company Secretary as Compliance Officer who is responsible for setting forth procedures and implementing of the code for trading in Companys securities.

COST AUDIT AND COST RECORDS:

During the financial year 2023-24; the provisions of Section 148 of The Companies Act, 2013 are not applicable to the Company.

35. Risk Management Policy

In terms of the requirement of the provisions of Section 134(3)(n) of the CompaniesAct, 2013, the Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board andisalsosubjecttoits review fromtimetotime.

36. Details of subsidiary/ Joint ventures/ Associates Companies. The company has no Subsidiary/Joint Venture/Associate Companies.

37. Internal Financial Control and their Adequacy

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. The internal financial control framework has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. In addition, the Company has identified and documented the risks and controls for each process that has a relationship to the financial operations and reporting. The Company also has an Audit committee; comprising 3 (Three) Directors, who interact with the Management in dealing with matters within its terms of reference. This committee mainly deals with accounting matters, financial reporting and internal controls.

38. Website Link

The web address of the Company is www.octaviusplantations.com

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the companys operations forms part of this Annual Report.

40. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS

No significant and material order has been passed by the regulator, court, tribunal, statutory and quasi-judicial body impacting the going concern status of the Company and its future operations. During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

41. Board Evaluation

Pursuant to the provisions of Section 134(3)(p) of the Act, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committee.

42. Change in The Nature of Business

There has been no changein the nature of business of the Company.

43. Disclosure under Secretarial Standard-1 (S5-1)

Adherence by a Companyto the Secretarial Standards is mandatoryas per Sub-section (10) of Section 118 of Companies Act, 2013. As per the disclosure requirement of para (9) of Secretarial Standard-1 (SS-1), the Company complies with the provisions of applicable Secretarial Standards in respect of the conveningofthe Board & General Meetings.

44. IndustrialRelations

Duringtheyear underreview, harmonious industrial relations were maintained in your Company.

45. Otbher Disclosure:

R No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

R No Frauds has been reported by the auditors to the Audit Committee or the Board. R There is no proceeding pending under the Insolvency & Bankruptcy code, 2016 R There was no instance of one-time settlement with any bank or Financial Institution.

R The Directors & the Senior Management Personnel of the company have affirmed the compliance with code of conduct, as applicable to them for the financial year ended

on 31? March 2024.

R Disclosure with respect to demat suspense account/ unclaimed suspense account. There was no such share unclaimed in the Financial year under review.

46. Acknowledgement

Your Directors wish to place on record their sincere appreciation for the co-operation and support extended to the Company by the Government Authorities, Financial Institutions, the Companys Bankers, Shareholders Suppliers, Customers,and Businessassociates.

Your Directors also place on record their appreciation for the services of all the workers, staffs and executives, which is largely reflected in the performance of the Company.

For Octavius Plantations Limited

Sd/-	Sd/-
Raj Kumar Jain	Princi Jain
Whole time Director	Director

 

Date:02.09.2024

Place: New Delhi