Olympic Cards Ltd Directors Report

To the Members,

Your Directors present the Thirty Fourth Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2026 .

PERFORMANCE AT A GLANCE:

(Rs. in Lakhs)

Particulars	Year ended 31st March, 2026	Year ended 31st March, 2025
Revenue from opeations	1043.50	940.89
Other income	232.92	22.38
Total Income	1276.42	963.27
Financial Expenses	162.00	163.03
Depreciation	95.93	132.03
Profit/ (Loss) Before Tax	(247.40)	(449.41)
Less: Exceptional Items	-	-
Less: Extraordinary Items	-	-
Tax expenses:
a. Current Tax	-	-
b. Deferred Tax	(221.46)	(10.35)
Profit/(Loss) for the year	(25.94)	(439.06)
APPROPRIATIONS:
Transfer to General Reserve	Nil	Nil
Final Dividend proposed	Nil	Nil
Profit(Loss) for the year carried to Balance Shee Earnings Per Share-Basic and Diluted per	t (25.94)	(439.06)
Share of face value of 10/- each	- 0.16	- 2.69

SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31.03.2026 was Rs.1630.87 Lakhs and there was no further issue of shares during the year 2025-26. The Company neither issued any shares with differential voting rights nor granted Stock Options or Sweat Equity.

DIVIDEND

In view of absence of Profit in the Financial year 2025-26, the Board of Directors has not recommended Dividend for the financial year 2025-26 (Previous Year - Nil).

TRANSFER TO RESERVES

The total Reserves and Surplus as on March 31, 2026 is ?(1525.31)Lakhs. (Previous Year: ?(1499.37) Lakhs. Transfer to Reserve for the year is NIL.

BUSINESS OPERATIONS

There was a gross income of Rs. 1276.42 Lakhs during the year under review (previous year- Rs. 963.27 Lakhs). The depreciation for the year under review amounted to Rs. 95.93 Lakhs as against Rs. 132.03 Lakhs in the corresponding period of the previous year. Loss Before Tax was Rs. 25.94 Lakhs during the year under review as against loss Before Tax of Rs. 439.06 Lakhs during the previous year. Similarly there was a loss of Rs. 25.94 Lakhs (After Tax) during the year under review as against a loss of Rs. 439.06 Lakhs (After Tax) during the previous year.

MARKET SCENARIO & PERFORMANCE OF YOUR COMPANY

The main business of your Company is manufacturing and trading of Wedding Invitation Cards, Greeting Cards, Visiting Cards, Office Envelopes, Cloth-lined Covers, Student Notebooks, Account Books, Files, etc. Your Company is also involved in the trading of the items like Screen-Offset Inks. Severe competition in sales by the small players in the industry functioning at the nearby locations where your company is situated (due to their less overheads and less taxes due to their small volume of business) is the main problem faced by your company. Further, the business of wedding and greeting cards Industry is continuously affected due to electronic modes of communications for all sorts of functions and celebrations. The performance of your company was seriously affected due to the reasons stated above.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company is contained in the “MANAGEMENT DISCUSSION AND ANALYSIS REPORT” that forms an integral part of this report. (Annexure -I).

MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

ANNUAL EVALUATION OF BOARDS PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Guidance note on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the annual performance evaluation of its Board, the directors individually and Committees of the Board, viz. Audit Committee and Nomination and Remuneration Committee has been carried out.

The Board and the committees were evaluated on various criteria as stated below:

1. Composition ofthe Board and Committees.

2. Understanding ofthe Company and its business by the Board.

3. Availability ofinformation to the Board and Committees.

4. Effective conduct of Board and Committee meetings.

5. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of directors and Chairman based on the following:

1. Attendance at the meetings.

2. Understanding and knowledge ofthe entity.

3. Maintaining confidentiality of the entity.

4. Maintaining confidentiality of Board discussion.

5. Maintaining independentjudgment in the decisions ofthe Board.

EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on companys website and can be accessed at www.oclwed.com

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has complied with the provisions and Policy prescribed under the above Act. No complaints have been received under the above Act during the financial year ended 31st March, 2026 and no complaints were pending for disposal as on 31st March, 2026. The required Policy is also available on our website at the link: www.oclwed.com.

DIRECTORS AND KEY MANAGEMENT PERSONNAL:

In accordance with Section 152 of the Companies Act, 2013 Mrs. S. Jarina (DIN: 00269434), Women Director will retire by rotation at the ensuing Annual General Meeting. She being eligible offers herself for re- appointment. The subject forms part of the Ordinary Business in the Notice of the 34th Annual General Meeting.

Pursuant to Regulation 17(1A) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 approval of shareholders by way of a Special Resolution is required for the continuation of a non-executive director who has attained the age of 75 years. Mr. Alagarsamy Uthandan (DIN: 07847682) is a highly esteemed professional. The Members approved his re-appointment for a second term of 5 consecutive years effective from 10.06.2026 at the Annual General Meeting held on 20.09.2025. He will be crossing the age of 75 years on 16.07.2027. The Nomination and Remuneration Committee and the Board of Directors of the Company strongly believes that his rich experience, continued guidance and independent judgement are invaluable to the Board. It is therefore in the interest of the Company to continue to avail his services for the remainder of his approved term. The subject forms part of the Special Business-Special Resolution.

The Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, has approved and recommended the appointment of Mr. Nagayasamy Rajkumar (DIN: 00617000) as an Independent Director on the Board of the Company for a term of 5 years from the date of the Annual General Meeting subject to the approval of the shareholders. The subject forms part of the Special Business-Special Resolution.

The Company has received from Mr. Nagayasamy Rajkumar (DIN: 00617000) (i) a declaration in writing that he meets the criteria for independence as provided under Section 149(6) of the Companies Act, 2013, and the SEBI (LODR) Regulations, 2015; (ii) consent to act as a director in Form DIR-2; and (iii) a declaration that he is not disqualified from acting as a director under the Act.

The following persons were formally noted as the Key Managerial Personnel of the company in compliance with the provisions of Section 203 ofthe Companies Act, 2013:

1. Mr. N. Mohamed Faizal, Managing Director/Chief Executive Officer

2. Mr.R. Dhanasekharan, Chief Financial Officer

3. Dr.S. Kuppan, Company Secretary & Compliance Officer

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of Companies Act, 2013 that the Independent Directors of the company meet with the criteria of their Independence laid down in Section 149 (6) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

No employee of the Company was in receipt of remuneration during the financial year 2025-26 in excess of the sum prescribed under 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.

NUMBER OF MEETINGS OF BOARD:

The details of number of meetings of Board of Directors are included as a part of Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The Board met four times on 28th May, 2025; 14th August, 2025;

11th November, 2025; and 12th February, 2026.

BOARD MEETINGS:

Name of Director	Date of meeting 28.05.2025	Date of meeting 14.08.2025	Date of meeting 11.11.2025	Date of meeting 12.02.2026
Mr.N.Mohamed Faizal	Attended	Attended	Attended	Attended
Mr.Alagarsamy Uthandan	Attended	Attended	Attended	Attended
Mr.N. Sridharan	Attended	Attended	Attended	Attended

AUDIT COMMITTEE MEETINGS:

Name of Director	Date of meeting	Date of meeting	Date of meeting	Date of meeting
	28.05.2025	14.08.2025	11.11.2025	12.02.2026
Mr. N. Sridharan	Attended	Attended	Attended	Attended
Mr.Alagarsamy Uthandan	Attended	Attended	Attended	Attended
Mr.N.Mohamed Faizal	Attended	Attended	Attended	Attended

NOMINATION AND REMUNERATION COMMITTEE MEETINGS:

Name of Director	Date of meeting	Date of meeting
	28.05.2025	14.08.2025
Mr. N. Sridharan	Attended	Attended
Mr.Alagarsamy Uthandan	Attended	Attended
Mrs. S. Jarina	Attended	Attended

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS:

Name of Director	Date of meeting
	12.02.2026
Mr.N. Sridharan	Attended
Mr.Alagarsamy Uthandan	Attended
Mrs. N. Mohamed Faizal	Attended

Currently the Board has the following Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Internal Complaints Committee and Whistle Blower Committee.

The Composition and activities are as follows:

Audit Committee:

Composition:	Mr. N. Sridharan, Independent Director-Chairman.
	Mr. Alagarsamy Uthandan, Independent Director -Member
	Mr. N. Mohamed Faizal, Managing Director - Member

The Committee met 4 times on 28.05.2025; 14.08.2025; 11.11.2025 & 12.02.2026. All the members attended all the meetings.

Highlights of duties, responsibilities and activities:

The Committee was mandated with the same terms of reference specified in the relevant provisions of the Companies Act, 2013, Regulation(s) of the SEBI(LODR) Regulations, 2015.

The Audit Committee is responsible for overseeing the companys financial reporting process, reviewing the quarterly/half-yearly/annual financial statements, reviewing with the management the financial statements and adequacy of internal audit functions, recommending the appointment/re- appointment of statutory auditors and fixation of audit fees, reviewing the significant internal audit findings/related party transactions/reviewing the Management Discussion and Analysis of financial condition and results of operations and also compliance issues.

The Committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company.

Nomination and Remuneration Committee:

Composition:	Mr. N. Sridharan, Independent Director-Chairman.
	Mr. Alagarsamy Uthandan, Independent Director -Member
	Mrs. S. Jarina, Non-Executive-Non-Independent Director - Member

The Committee met 2 times on 28.05.2025 and 14.08.2025. All the members attended all the meetings.

Highlights of duties, responsibilities and activities:

REMUNERATION POLICY:To fix salary and allowances and other perks to senior level personnel as and when appointed by the Company. The Remuneration Policy of the company for the managerial personnel is based on the performance potential and performance of the individual/personnel.

Internal Complaints Committee:

Composition:	Mr. N. Sridharan, Independent Director-Member.
	Mr. Alagarsamy Uthandan, Independent Director -Chairman
	Mrs. S. Jarina, Non-Executive-Non-Independent Director - Member

Number of meetings held during the year: Nil Highlights of duties, responsibilities and activities:

To consider and redress complaints of employees and sexual harassment of Women Employees.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition, Redressal) Act, 2013. Number of complaints received during the year - Nil; Disposed off - Nil; Number of complaints pending - Nil.

Whistle Blower Committee:

Composition:	Mr. Alagarsamy Uthandan, Independent Director -Chairman
	Mrs. S. Jarina, Non-Executive-Non-Independent Director - Member

Number of meetings held during the year: Nil Highlights of duties, responsibilities and activities:

This provides adequate safeguards against victimization of Directors, employees or any other person.

Number of meetings held during the year: Nil

Stakeholders Relationship Committee:

Composition:	Mr. N. Sridharan, Independent Director-Chairman.
	Mr. Alagarsamy Uthandan, Independent Director -Member
	Mr. N. Mohamed Faizal, Managing Director - Member

The Committee met on 12.02.2026. All the members attended all the meetings.

Highlights of duties, responsibilities and activities:

The Committee meets according to the necessity. The shares received are usually transferred within a period of 10 to 15 days from the date of receipt subject to their validity.

Investors are eligible to file their nomination against shares held under physical mode.

The facility of Nomination is not available to non-individual shareholders such as societies, trust, bodies corporate, Karta of Hindu Undivided Families and holders of Power of Attorney.

Investors are advised to avail this facility, especially investors holding securities in single name to avoid the process of transmission by law.

Investors holding shares held in electronic form, the nomination has to be conveyed to the relevant Depository Participants directly, as per the format prescribed by them.

POLICIES OF THE BOARD

WHISTLE BLOWER POLICY (POLICY ON VIGIL MESHANISM:

As per Section 177(9) of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI(LODR) Regulations, 2015, the Company has established a Vigil Mechanism overseen by the Audit Committee. The Policy ensures that strict confidentiality is maintained while dealing with concerns and aso that no discrimination will be meted out to any person for a genuinely raised concern. This has been uploaded in he Companys website. No complaint under this facility was received in the financial year 2025-26. There has been no change to the Whistle Blower Policy adopted by the Company during the financial year 2025-26.

REMUNERATION POLICY:

The Remuneration Policy of the Company for the managerial personnel is based on the performance potential and performance of the individual/personnel.

Criteria for payment of Remuneration to Non-Executive Directors (Pursuant to Part-D Schedule II (1) of SEBI (LODR) Regulation 2015.

The Non-Executive Directors will be paid sitting fees for attending the Board and Committee Meetings as per the stipulations in the Act and the Articles of Association of the company and as recommended by the Nomination and Remuneration Committee. Different scales of sitting fee may be fixed for each category of the directors and type of meeting. However, the fees payable to the Independent Directors and Woman Directors shall not be lower than the fee payable to other categories of directors.

In addition to this, the travel and other expenses incurred for attending the meetings are to be met by the Company. Subject to the provisions of the Act and the Articles of Association, the Company in General Meeting may by special resolution sanction and pay to the Directors remuneration not exceeding 1 % of the net profits of the Company computed in accordance with the relevant provisions of the Act. The company shall have no pecuniary relationship or transactions with any Non-Executive Directors except Mrs. S. Jarina, Women Director.

SALIENT FEATURES OF REMUNERATION POLICY:

In accordance with the Nomination and Remuneration Policy salient features of the Nomination and Remuneration Committee are given below:

1. The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director.

2. The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

3. Recommend to the Board appointment and removal of Director(s), KMP and Senior Management Personnel.

4. The Board shall carry out evaluation of performance of every Director, Managerial Person, KMP and Senior Management Personnel at regular intervals.

5. The Remuneration, Compensation and commission, etc. to the Managerial Person and KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The Remuneration, Compensation and commission, etc. shall be subject to prior/post approval of the shareholders of the Company and Central Government wherever required.

RISK MANAGEMENT POLICY:

The Company has Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

RELATED PARTY TRANSACTION POLICY

The Policy regulates all transactions between the Company and its related parties.

INSIDER TRADING POLICY:

The Policy provides the framework in dealing with Securities of the Company.

AUDITORS AND THEIR REPORT:

M/s. Subramanian & Associates, Chartered Accountants (ICAI Firm Registration No. 012360S) were appointed for a period of five years in the 2024 Annual General Meeting as the Statutory Auditors of the company.

AUDIT QUALIFICATIONS AND IMPACT - REPLY BY MANAGEMENT:

Modified Opinion(s) in the Audit Report: Modified opinion by the auditors. There have been audit qualifications on the financial statements of the Company. Managements replies are provided below:

Auditors Observations

1. Confirmation not provided for Sundry Debtors and sundry Creditors Reply by the management

The Company is currently undergoing a comprehensive reconciliation exercise with several major vendors and customers to align disputed balances and historical accounts. Consequently, direct external confirmations could not be presented to the auditors during the audit window. However, Management assures that the financial statements reflect a true and fair view based on internal ledgers and subsequent payment trails. Management has accelerated the reconciliation process to ensure all outstanding balances are fully verified and confirmed in the upcoming financial year.

2. Audit Trail (Edit Log)

Reply by the management

However, the company has always maintained strict internal controls, physical documentation and manual approval matrices to ensure the integrity and accuracy of its financial records. To ensure absolute compliance with statutory requirements, the Management has successfully upgraded and implemented accounting software system featuring an unalterable audit trail facility, effective January, 2026.

3. In Respect of Inventories

Reply by the Management

The differences between the stock statements filed with the banks and the books of accounts during the first three quarters were primarily due to the bank returns being prepared on an estimated or provisional basis to meet timely submission deadlines. The interim differences were due to timing and cut-off differences regarding goods-in-transit, provisional trade discounts and delayed raw material invoicing from vendors at the respective quarter-ends. These timing differences were progressively reconciled throughout the year. The books of account, however, undergo rigorous period-end closing adjustments, cut-off procedures and physical verification processes. All reconciling items were fully reconciled and aligned by the end of the financial year, resulting in a NIL variance in the final quarter. The company is strengthening its quarterly closing processes to minimize such interim gaps going forward.

4. Control for inventory and advance bookings from customers

Reply by the Management

We have accepted the auditors recommendation regarding the need for a more formalized process and stricter cut-off controls surrounding inventory management and customer advances for order dispatches. We recognize that strengthening these areas will minimize financial reporting risks and enhance operational efficiency.

Further, we are establishing a strict Standard Operating Procedure (SOP) for year-end and month-end cut-offs.

A hard cut-off time will be enforced for dispatch documentation (e.g., Goods Issued/Delivery Notes) to ensure revenue and inventory reductions are recognized in the correct accounting period.

Mr. S. Senthilnathan is the Internal Auditors of the Company.

COSTAUDIT

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) amendment rules, 2014, the Companys product does not fall under the purview of Cost Audit.

SECRETARIALAUDIT:

Pursuant to Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. R. Deenadayalu, Membership No. F3850 (COP No.27727) in the place of Mrs . M. Keerthana, Practicing Company Secretary, M. No. A63005 (COP No.26186) to undertake the Secretarial Audit of the Company for a period of five years from the Financial Year 2025-26.

The Secretarial Audit Report was placed before the Board and their observations are shown in the Secretarial Audit Report. (Annexure-II).

Employees Provident Fund (PF) contribution has not been remitted from April, 2026 to June, 2026. Reply by the Management

Due to poor income this delay occurred. The Company is taking steps to remit the dues at the earliest.

Employees State Insurance Amount has not been remitted from May, 2025 to June, 2026.

Reply by the Management

Due to poor income this delay occurred. The Company is taking steps to remit the dues at the earliest. There was demand from GST authorities against which process of Appeals are pending:

Reply by the Management

On receipt of final orders from GST authorities the company will take steps to remit the dues.

Statutory dues have not been paid properly Reply by the Management

Due to poor income this delay occurred. The Company is taking steps to remit the dues at the earliest.

The Company has paid the annual listing fees for the year 2025-26 lately on 12.09.2025 which was due on 30.04.2025

Due to poor income this delay of payment occurred.

The application for “Review of Waiver of fines” filed with the Bombay Stock Exchange Limited under Regulation SOP Reg-31-December, 2020 - 9,440/- and under Regulations SOP Reg-19(1)/(2)- December, 2020-1,46,320/- is pending.

Reply by the Management

Orders from the Mumbai Stock Exchange Ltd are awaited.

PUBLIC DEPOSITS

The Company has not accepted deposits during the year and therefore no public deposits fallen due for payment and claimed but not paid as on 31st March, 2026. The total amount of deposit outstanding as at 31st March, 2026 was Nil.

REPORTING FRAUDS BY AUDITORS

There is no fraud reported in the Company during the financial year ended 31st March, 2026. This is also supported by the reports of the auditors of the company as no fraud has been reported in their audit report for the financial year ended 31st March, 2026.

DETAILS OF ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION ALONG WITH THE REASONS THEREOF

During the year under review there was no instance of a one-time settlement with any bank or financial institution.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS OF THE END OF THE FINANCIAL YEAR

No application was made and no proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

COMMISSION RECEIVED BY DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANY:

The Company neither has any holding nor has any subsidiary company. Therefore, disclosure under Section 197(14) of the Companies Act, 2013 is not applicable.

SIGNIFICANT & MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the operations were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company did not give any Loan or Guarantee or provided any security or make investment covered under Section 186 ofthe Companies Act, 2013 during the year.

CORPORATE SOCIAL RESPONSIBILTY:

The requirements of compliance of Corporate Social Responsibility are not applicable to our company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

Particulars of contracts or arrangements with Related Parties referred in Section 188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 (Annexure-III).

FORMAL ANNUAL EVALUATION:

The Board has carried out the annual performance evaluation of its own performance and the Directors individually after taking into consideration inputs received from the Directors, covering various aspects on the Boards functioning such as adequacy of the composition of the Board and its Committees, performance of specific duties, obligations and governance.

The Performance evaluation of the Independent Directors was carried out by the entire Board and the Performance evaluation of the Managing Director and the Executive Director was carried out by the Independent directors at their meeting held on 12th February, 2026. The Directors expressed their satisfaction with the overall evaluation process.

RATIO OF REMUNERATION TO EACH DIRECTOR:

The ratio of the remuneration of each Director to the median	Name of the Director	Ratio
remuneration ofthe employees of Company for the financial year	Mr. N. Mohamed Faizal	3.125:1

The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Name	In Lakhs		% increase
	2025-26	2024-25
Mr.N. Mohamed Faizal, Managing Director	6.00	6.00	Nil
Mr. R. Dhanasekharan, Chief Financial Officer	5.28	4.68	12.82%
Mr. S. Kuppan, Company Secretary	4.10	4.20	- 2.44%

 

The average increase in salary of employees other than Managerial Personnel 2025-26	- 1.09
The percentage increase in the median remuneration of Employees in the financial year	4.58
The number ofpermanent employees on the rolls ofthe company:	36

 

The explanation on the relationship between average Increase in remuneration and company performance	The remuneration payable to the Key Managerial Personnel and the Managing Director (Whole-Time Director) are in accordance with the Industry and Geographical standards, as per the remuneration policy of the company and based on their performance.
Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company	Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company in the period under review: Remuneration of KMP as a percentage of Revenue is 1.20%. Remuneration of KMP as a percentage of PBT: Negative PBT.

Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the company came out with the last public ofer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year:

Particulars	31.03.2026	31.03.2025	change
Stock price in (?)	2.81	3.70	- 24.05%
Market Cap ( In Crores)	4.58	6.03	- 24.05%
EPS in	-0.16	-2.69	-
PE	-	-

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Name	In Lakhs
	2025-26	2024-25	% increase
Mr.N. Mohamed Faizal, Managing Director	6.00	6.00	Nil
Mr. R. Dhanasekharan, Chief Financial Officer	5.28	4.68	12.82%
Mr. S. Kuppan, Company Secretary	4.10	4.20	- 2.44%

The remuneration payable to the Key Managerial Personnel and the Managing Director (Whole-Time Director) are in accordance with the Industry and Geographical standards, as per the remuneration policy ofthe company and based on their performance.

The key parameters for any variable component of remuneration availed by the directors:	There is no variable component in the remuneration paid to the Director(s)
The ratio of remuneration ofthe highest paid director To that ofthe employees who are not directors but Receive remuneration in excess ofthe highest paid Director during the year	NIL
Affirmation that the remuneration is as per the Remuneration policy of the company	YES

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Unpaid/unclaimed Amount transferred to IEPF during year. Nil.

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

The particulars required to be given as per Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed hereto and the same forms part of this Report. (Annexure -IV)

MATERNITY BENEFIT ACT, 1961

Your Company affirms that it has duly complied with all the provisions of the Maternity Benefit Act, 1961 and has extended all statutory benefits to eligible women employees during the year under review as required under Rule 8(5)(xiii) of the Company (Account) Rules, 2014.

LOANS FROM DIRECTORS

Your Company has availed unsecured interest-free loan(s) of 333.83 Lakhs from the Director during the financial year under review and the outstanding balance amount was 461.77 Lakhs as on 31st March, 2026.

CREDIT RATING

The Company has not obtained any Credit Rating from any agency.

DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 IN RESPECT OF VOTING RIGHTS EXERCISED BY EMPLOYEES PURSUANT TO ANY SCHEME:

This section is not applicable to your company.

RISKS IMPACT ON THE COMPANY - MITIGATING STRATEGY:

Cyber Security Risk: Nil; Phycological Risks: Very minimal; Practical and Execution Risks: Nil.

REPORT ON CORPORATE GOVERNANCE

As required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the auditors certificate on Corporate Governance is enclosed as Annexure-V to the Boards Report.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013. The Directors confirm that

(a) In preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable Accounting Standards have been followed.

(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 at the end of the financial year and of the Loss of the Company for that period.

(c) They have taken proper and sufficient care towards 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) They have prepared the annual accounts on a going concern basis.

(e) They have laid down internal financial controls which are adequate and are operating effectively.

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

SUCCESSION PLANNING:

The Nomination and Remuneration Committee works with the Board on the succession plan and prepares for the succession in case of any exigencies.

INDEPENDENT DIRECTORS

The Company is managed and controlled by a professional Board of Directors with an optimum combination of Executive, Non-Executive and Independent Directors including one Woman director. The Non-Executive Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013. The Company has received the necessary declaration from each Independent Director of the Company under Section 149(7) of the Act, that they meet the criteria of independence as laid down in Section 149(6) of the Act.

Whenever new Non-executive and Independent Directors are inducted into the Board, they are introduced to our Companys culture through appropriate orientation sessions and they are also introduced to our organization structure, our business, constitution, board procedures, our major risks and management strategy . The draft appointment letter for Independent Directors has been placed on the Companys website at www.oclwed.com.

Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and have obtained the certificate, either by clearing the self-proficiency test or by claiming exemption.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a meeting on 12th February, 2026 without the attendance of Non-Independent Directors and members of Management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the company. The Policy and details of the familiarization programmes is available on the website of the company: www.oclwed.com.

NAMES OF TOP 10 EMPLOYEES OF THE EMPLOYEES IN TERMS OF REMUNERATION DRAWN (OTHER THAN KEY MANAGERIAL EMPLOYEES):

Sl.No. Name	Per Month
1. Mr. A.Mohamed Ali	44,000/-
2. Mr. SundaramurthyPonnuvel	39,000/-
3. Mr. D.MarudhuPandi	30,000
4. Mr. Raja M.R.	30,000/-
5. Mr. G. Jayakanthan	30,000/-
6. Mr. M. Kathirasan	26,560/-
7. Mr.Thameemmul Ansari AbulKasim	26,340/-
8. Mr. V.S. Ganshan	25,500/-
9. Mr. V. Ravindran	24,560/-
10.Mr. Rajendran	24,390/-

DUES TO SMALL, MEDIUM & MICRO ENTERPRISES:

Dues outstanding more than Rs. 1,00,000/- to Small, Medium and Micro Industrial Units:

1. ADWELL INTERNATIONAL PVT LTD	3,74,639
2. RANIS TRADING CENTRE	22,85,975
3. WILSON GREETINGS PVT LTD	1,10,317
	27,70,931

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on meetings of the Board of Directors (SS-1), General Meetings (SS-2), Dividend (SS-3) and Report of Board of Directors (SS-4) issued by the Institute of Company Secretaries of India and approved by the Central Government

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2025-26 to BSE where shares of the company are listed.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by the government of India, Government of Tamil Nadu, Companys Bankers and the shareholders. Your Directors also place on record their appreciation for the continued and dedicated performance and commitment by Officers and staff of the Company.

	For and on behalf of the Board
Place: Chennai	N. MOHAMED FAIZAL (DIN:00269448),
Date: 12th August, 2026	CHAIRMAN
	S. JARINA (DIN: 00269434),
	WOMAN DIRECTOR