Orissa Bengal Carrier Ltd Directors Report

To,

The Members,

Orissa Bengal Carrier Limited

We are excited to present our 30th Annual Report, which provides a comprehensive view of the Companys activities and performance for the year ended March 31, 2025. This report features audited financial statements along with the auditors report, offering a transparent view of the Companys financial status. We look forward to guiding you through the Companys journey, showcasing both its accomplishments and challenges throughout the year.

1. FINANCIAL HIGHLIGHTS

A summary of the financial performance of the Company (Standalone & Consolidated) for the financial year ended March 31, 2025, is given below:

PARTICULARS	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25
			(04.06.2024 to 31.03.2025)
Revenue from Operations	30,489.24	33,279.82	33,884.95
Other Income	78.97	237.95	64.70
Total Revenue	30,568.21	33,517.77	33,949.65
Gross Transportation Expenses	28,562.25	31,570.73	31718.57
Employee Benefit Expenses	445.98	485.12	445.98
Finance Cost	340.62	130.26	389.07
Depreciation and Amortization Expenses	526.15	254.03	526.15
Other Expenses	491.81	532.35	509.09
Profit/(Loss) before Tax	201.41	545.28	360.79
Current Tax	75.56	134.06	103.52
Deferred Tax	(0.46)	7.00	7.74
Income Tax of Earlier Year	18.36	35.59	18.36
Profit/(Loss) After Tax	107.94	368.62	231.17
Other Comprehensive Income	4.22	3.95	3.16
Total Comprehensive Income	111.10	372.57	234.33
Earnings Per Equity Share:
	0.51	1.75	1.10
Basic and Diluted (in Rs.)

The Standalone & Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs (MCA) and as amended from time to time.

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK

During the year, your Company achieved a revenue from operations of Rs. 30,489.24 Lakhs and a net profit after tax of Rs. 107.94 Lakhs on Standalone basis and a revenue from operations of Rs. 33,884.95 Lakhs and a net profit after tax of Rs. 231.17 Lakhs on Consolidated basis. These financial results are presented in the Statement of Profit & Loss and are self-explanatory. For a deeper understanding of our business performance, please refer to the Management Discussion & Analysis Report included in the Annual Report.

3. AVAILABILITY OF FINANCIAL STATEMENTS

In compliance with the Circulars/Notifications issued by Ministry of Corporate Affairs/SEBI in this regard, Annual Report for the FY 2024-25 will be sent to the Shareholders via email registered with the Company or the Depository Participants. For shareholders holding shares in Demat form, the email address registered with their depository participant will be considered as the official email address, unless the shareholder notifies the Company or the Registrar and Transfer Agent (RTA) of any changes. Members are requested to ensure that their updated email id is registered with our RTA i.e. M/s. Bigshare Services Private Limited. Full version of Annual Report 2024-25 is also available for inspection at the Corporate Office of the Company during working hours. It is also available at the Companys website at https://www.obclimited.com/financial-information.php.

4. FINANCIAL LIQUIDITY

Our Company effectively manages its working capital through a streamlined process, ensuring constant oversight and control over receivables, payables and other key factors.

5. DIVIDEND

In view of growth plans, your directors do not recommend any dividend for the Financial Year under review.

SEBI under Regulation 43A of the SEBI (LODR) Regulations, 2015 requires top 1000 listed companies based on market capitalization to formulate a Dividend distribution Policy. During the year under review, OBCL did not fall under the top 1000 listed companies based on market capitalization, accordingly the requirement relating to Dividend distribution Policy under the SEBI (LODR) Regulations, 2015 does not arise.

6. TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the Financial Year under review.

7. SHARE CAPITAL

The Authorized Share Capital of your Company is Rs. 24,00,00,000/- comprising of 2,40,00,000 Equity Shares of Rs.10/- each and the Paid-up Share Capital is Rs. 21,08,27,900/- comprising of 2,10,82,790 Equity Shares of Rs.10/- each. During the FY 2024-25, there was no change in the capital structure of the Company.

Share Capital	Amount (In Rs.)
Authorized Share Capital	24,00,00,000
Paid-up Share Capital	21,08,27,900

As on March 31, 2025, the market value per share was Rs. 52.01/- as per the trading data available on the website of the Stock Exchanges i.e. BSE and NSE.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION

OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year i.e. March 31, 2025, to which the Financial Statements relate and the date of the report. Details of changes, wherever required, have been disclosed under the respective heads in the Financial Statements of the Company.

9. MATERIAL CHANGES IN NATURE OF BUSINESS

Your Company continues to be engaged in the business of Transportation and Logistics. During the year under review, there was no material change in the nature of business of the Company.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, a wholly-owned subsidiary of OBCL in the name of OBCL Ventures Private Limited (OVPL) was incorporated on June 04, 2024 having registered office at B-2, 3rd Floor, CG Elite Complex, Pandri, Raipur - 492001. The principal business of the subsidiary company is to undertake various trading activities including but not limited to trading in iron & steel, electrical power & energy, minerals & mineral products, infrastructure projects, securities market and dealing in goods of all kinds, including consumer goods, industrial products, machinery, equipment, electronics, textiles, agricultural products, and any other tangible or intangible goods.

During the year ended March 31, 2025, the total revenue from the operation of OBCL Ventures Private Limited is Rs. 3395.71/- Lakhs and the Net Profit is Rs. 123.23/- Lakhs.

The Consolidated Financial Statement prepared in accordance with Section 129(3) of the Act and the applicable Accounting Standards forms part of this Annual Report. Additionally, a separate statement containing the salient features of the financial statements including the details of the performance and financial position of OVPL is attached in Form AOC-1 as Annexure-1. The audited financial statements, together with related information and other reports of the subsidiary company are available on the Companys website at https://www.obclimited.com/financial-information.php. Apart from the above, the Company does not have any Subsidiary, Joint Venture or Associate Company.

Report on the contribution of subsidiary to overall performance of the companies during the period under report

Name of Subsidiaries, Sr. No. Associates and Joint Venture Companies	Category	Contribution to the overall performance of the Company (Rs. in Lakhs)	Contribution to the overall performance of the Company (In %)
1. OBCL Ventures Private Limited	Wholly-owned subsidiary	Rs. 3395.71/- Lakhs	10.02%

11. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE

COMPANIES ACT, 2013

During the year under review, the loans, guarantees and investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013, have been disclosed in the financial statements of the Company. DOWNSTREAM INVESTMENT The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

12. DEPOSITS

During the year under review, Company has not invited, accepted or renewed any deposit from the public in terms of the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under. Accordingly, the requirement to furnish details relating to deposits covered under Chapter V of the Companies Act, 2013 does not arise.

13. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into during FY 2024-25 with related parties were on an arms length basis and in the ordinary course of business and were in compliance with the Section 188 and other applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations, 2015]. There are no materially significant Related Party Transactions entered into with the Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of OBCL at large. All Related Party Transactions were placed before the Audit Committee for its approval. The transactions with related parties are also reviewed by the Board. The Company has adopted a Policy on Related Party Transactions approved by the Board, which is available at the Companys website at: https://www.obclimited.com/policies.php

The particulars of contracts or arrangements with related parties are given in Form AOC-2 and form part of this Board Report as Annexure -2.

14. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of the Company for the Financial Year ended March 31, 2025 is uploaded on the website of the Company and can be accessed at https://www.obclimited.com/otherinformation.php

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors state that: i. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards had been followed and there are no material departures from the same; ii. the accounting policies had been selected and applied consistently and judgement and estimates had been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025, and of the profit of the Company for the year ended on that date; iii. that proper and sufficient care has been taken 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; iv. that the annual accounts have been prepared on a going concern basis; v. that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and vi. that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non-executive and Independent Directors including Woman Directors in compliance with the requirement of the SEBI (LODR) Regulations, 2015 and the Act. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders. The composition of the Board of Directors of the Company as on March 31, 2025 was as follows:

Name of the Directors	Designation
Mr. Gopal Kumar Agrawalla	Chairman & Non-Executive Director
Mr. Ravi Agrawal	Managing Director
Mrs. Priti Agrawal	Wholetime Director
Mrs. Shakuntala Devi Agrawal	Non-Executive Director
Mr. Ashish Dakalia	Independent Director
Mr. Manish Kumar Agrawal	Independent Director

During the year, the Members approved the following re-appointment of Mrs. Shakuntala Devi Agrawal as a Non-Executive Director of the Company at the AGM held on August 27, 2024; As per Section 149(1) of the Companies Act, 2013 read with Rule 3 of The Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs. Shakuntala Devi Agrawal and Mrs. Priti Agrawal are also the Woman Directors of the Company. Pursuant to Section 203 of the Act, Mr. Kapil Mittal continued as the Chief Financial Officer (CFO) of the Company and Ms. Muskaan Gupta continued as the Company Secretary & Compliance Officer of the Company. During the FY 2024-25, there was no other change in the Board of Directors & Key Managerial Personnel of the Company.

17. RETIREMENT BY ROTATION

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and if eligible, offer themselves for re-appointment at every AGM. Mr. Gopal Kumar Agrawalla, Non-Executive Director of the Company, retires by rotation at the ensuing AGM and is eligible for re-appointment. Details of the proposal for his re-appointment is mentioned in the Notice of the 30th Annual General Meeting of the Company pursuant to the Companies Act, 2013. The re-appointment of the Director is appropriate and in the best interest of the Company. The Board recommends his re-appointment to the Shareholders.

18. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to requirements of the Companies Act, 2013, the Company has framed policy on the appointment of Directors and Senior Management Personnel i.e. Nomination Policy and policy on Remuneration of Directors and Key Management Persons identified under the Companies Act, 2013 and other employees i.e. Remuneration Policy including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act and the same are in force. The Nomination and Remuneration Policy of the Company forms part of the Boards Report as Annexure-3.

19. DIRECTORS E-KYC

In compliance with the Companies (Appointment and Qualification of Directors) Rules, 2014 issued by the Ministry of Corporate Affairs (MCA), all the Directors of OBCL have duly complied with the mandated KYC requirement by filing e-form DIR-3 KYC within the prescribed timeline.

20. DISCLOSURE UNDER SECTION 184 OF THE COMPANIES ACT, 2013

The Company has received the disclosures in the Form DIR-8 required under Section 184 of the Companies Act, 2013 and has noted that none of the Directors have incurred any of the disqualifications on account of non-compliance with any of the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, there were no acts of omission/commission by the Company itself, leading to the disqualification of its directors.

21. MEETINGS OF THE BOARD

Meeting No.	Meeting Date	Total No. of Directors as on date of meeting	Attendance Directors present	% of Attendance
1.	May 30, 2024	06	06	100%
2.	July 26, 2024	06	06	100%
3.	August 14, 2024	06	06	100%
4.	November 14, 2024	06	06	100%
5.	February 14, 2025	06	06	100%
6.	March 31, 2025	06	06	100%

The Board met Six (6) times during the year. During the year under review, the total duration of the Board meetings i.e., approximate aggregate number of hours was about 20.5 hours. The maximum gap between any two meetings was less than one hundred and twenty days. For further details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

22. COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has constituted various committees as per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, including Audit Committee, Nomination & Remuneration Committee,

Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The composition of the Committees as on March 31, 2025 was as follows:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Ashish Dakalia	Chairman	Non - Executive Independent Director
Mr. Manish Kumar Agrawal Member	Non - Executive Independent Director
Mr. Gopal Kumar Agrawalla Member	Non - Executive Director
Nomination & Remuneration Committee (NRC):
Name of Director	Status in Committee	Nature of Directorship
Mr. Ashish Dakalia	Chairman	Non-Executive and Independent Director
Mr. Manish Kumar Agrawal	Member	Non-Executive and Independent Director
Mrs. Shakuntala Devi Agrawal	Member	Non-Executive Director
Corporate Social Responsibility (CSR) Committee:
Name of Director	Status in Committee	Nature of Directorship
Mr. Ashish Dakalia	Chairman	Non-Executive & Independent Director
Mr. Ravi Agrawal	Member	Executive Director
Mrs. Shakuntala Devi Agrawal Member	Non-Executive Director
Stakeholders Relationship Committee (SRC):
Name of Director	Status in Committee	Nature of Directorship
Mr. Ashish Dakala	Chairman Non-Executive and Independent Director
Mr. Manish Kumar Agrawal	Member Non-Executive and Independent Director
Mr. Ravi Agrawal	Member	Executive Director

There was no instance during the FY 2024-25, where the Board of Directors did not accept any recommendation made by any Committee of the Board. Details of the meetings of the Committees, attendance of the Directors at such Meetings and other relevant details are given in the Corporate Governance Report forming part of this Report.

23. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held during the year under review, for performing the following functions: a) Review & evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole; b) Review of the performance of the Chairperson of the Company, taking into account the views of Executive and Non-Executive Directors of the Company; c) Assessment of the quality, quantity and timeliness of flow of information between the Management of the Company and the Board of Directors that is necessary for the board of directors to effectively and reasonably perform their duties. The above meeting was held on March 31, 2025 and both the Independent Directors i.e. Mr. Ashish Dakalia and Mr. Manish Kumar Agrawal were present at the meeting.

24. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given Declaration of Independence as required under the applicable laws as well as confirmation that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of management and a confirmation that they have read and understood the Companys code of conduct, as applicable to the Board of Directors of the Company.

The Independent Directors have enrolled themselves in the Databank being maintained by the Indian Institute of Corporate Affairs to qualify as an Independent Director as per Section 150 of the Companies Act, 2013 and they have furnished the declaration affirming their compliance with the relevant provisions of Companies (Appointment & Qualification of Directors) Rules, 2014 along with the Declaration of Independence given as per Section 149(7) of the Act. Based on the confirmation/declaration received from the Independent Directors, that they were not aware of any circumstances that are contrary to the declarations submitted by them, the Board acknowledges the veracity of such confirmation and takes the same on record. In the opinion of the Board, all the aforesaid Independent Directors possess the requisite expertise and experience (including the proficiency) and they hold the highest standards of integrity.

25. PERFORMANCE EVALUATION

As per the provisions of the Companies Act, 2013, the Nomination & Remuneration Committee (NRC) specifies the manner for effective evaluation of the performance of Board, its Committees and individual directors to be carried out either by the Board, by the NRC or by an independent external agency and review its implementation and compliance. Accordingly, the evaluation of the performance of the Board, its Committees and of its individual directors including Independent Directors were carried out by the Nomination and Remuneration Committee of the Company. The review of the performance of Non-Independent Directors, the Board as a whole and the Chairperson of the Company was also be done by the Independent Directors of the Company in their separate meeting held on March 31, 2025 without the presence of Non-Independent Directors and the management of the Company, in compliance with the requirements of the Act and SEBI (LODR) Regulations, 2015 and Schedule IV of the Act.

26. AUDITORS AND AUDITORS REPORT (i) Statutory Auditor:

Pursuant to Section 139 of the Act, M/s. Agrawal Mahendra & Co., Practicing Chartered Accountants, Raipur (FRN: 322273C), were appointed as the Statutory Auditors by the Members of the Company, at the AGM held on September 20, 2023 to hold office until the conclusion of 33rd AGM to be held in the year 2028. Under Section 139 and 141 of the Act and Rules framed there under, M/s. Agrawal Mahendra & Co. confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. In continuation of its term of appointment, the said Audit Firm conducted the Statutory Audit of the Company for the financial year ended March 31, 2025.

Statutory Audit Report:

The report of the Statutory Auditors forms part of the financial statements. The Statutory Auditors Report for FY 2024-25 does not contain any qualification, reservation or adverse remark.

(ii) Internal Auditor:

Pursuant to Section 138 of the Act & rules made thereunder, M/s. RA Agrawal & Associates, Chartered Accountants, Raipur (FRN: 028560C) were appointed as the Internal Auditors of the Company for the FY 2021-22 and onwards. During the year under review, the name of the Internal Auditors of the Company was changed from M/s. Agrawal Mittal & Associates to M/s. RA Agrawal & Associates effective from September 01, 2024 due to the reorganization of their firm. Accordingly, they continued to function and discharge their obligations under the name "M/s. RA Agrawal & Associates" for their tenure with no changes in the terms & conditions of their appointment as the Internal Auditors of the Company.

Internal Audit Report:

The Internal Auditors M/s. RA Agrawal & Associates, Chartered Accountants, have issued clean Internal Audit Report for the quarter and year ended March 31, 2025, as per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

(iii) Secretarial Auditor

The Board had appointed M/s. Anil Agrawal & Associates, Practicing Company Secretaries, Raipur, to conduct Secretarial Audit of the Company for the financial year ended March 31, 2025 as per the provisions of Section 204 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. Further, in compliance with the provisions of Regulation 24A of the SEBI (LODR) Regulations, 2015, the Board of Directors, at their meeting held on May 30, 2025, recommended and approved the appointment of M/s. Anil Agrawal & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five years commencing from the conclusion of the ensuing AGM, subject to the approval of the shareholders of the Company. The Board has also proposed to appoint M/s. Anil Agrawal & Associates, Practicing Company Secretaries, to Scrutinize the voting process in the ensuing AGM and provide a fair report accordingly. The Scrutinizer shall, after the conclusion of voting at the AGM, first count the votes cast during the AGM and, thereafter, unblock the votes cast through remote e-voting and shall make, not later than 48 hours from the conclusion of the AGM, a Consolidated Scrutinizers Report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

Secretarial Audit Report:

The Secretarial Auditors M/s. Anil Agrawal & Associates, Practicing Company Secretaries, have issued a clean Secretarial Audit Report in the Form No. MR-3 for the FY 2024-25 in compliance with the requirement of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Secretarial Audit Report for the FY 2024-25 forms part of the Boards Report as Annexure-4.

27. EXPLANATIONS OR COMMENTS ON THE QUALIFICATION, RESERVATION OR

ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS IN THEIR REPORT

There were no qualification, reservation, disclaimer or adverse remark made by the Statutory Auditors, Secretarial Auditors or Internal Auditors in their Report issued to the Company.

28. LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on the Main Board of BSE Ltd. (‘BSE) and the National Stock Exchange of India Ltd. (‘NSE) with effect from April 07, 2022.

29. SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e., SS-1 and SS-2 as updated from time to time, relating to ‘Meetings of the Board of Directors and ‘General Meetings have been duly complied with by your Company during the year under review.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

OBCL is covered under the purview of Section 135 of the Companies Act, 2013 and hence, it needs to constitute a CSR Committee and spend 2% of its average net profit for identified CSR purposes. The Company has duly constituted a CSR Committee consisting of Mr. Ashish Dakalia, Independent Director as the Chairman and Mr. Ravi Agrawal, Managing Director and Mrs. Shakuntala Devi Agrawal, Non-Executive Director of the Company, as the members of the CSR Committee. The CSR projects of the Company are being implemented by the Company itself based on the CSR Policy of the Company as approved by the CSR Committee and the Board of Directors of the Company. During the year 2024-25, the CSR Contribution of the Company was required to be spent to implement the CSR Policy of the Company in the manner laid down in Section 135(5) of the Companies Act, 2013 and the actual amount incurred towards approved projects utilized 100% of the amount required to be spent by the Company. The CSR policy is available on your Companys website www.obclimited.com. The disclosures required to be made in the Boards Report as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure - 5.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis report forms part of this Annual Report as Annexure - 6.

32. CORPORATE GOVERNANCE

Orissa Bengal Carrier Limited (OBCL) is a Public Limited Company, whose securities are listed on NSE and BSE with effect from April 07, 2022. The Company is committed to maintain the highest standards of corporate governance and adhere to corporate governance requirements. OBCL has always been involved in good governance practices and endeavors continuously to improve upon the same. A report on corporate governance for the financial year 2024-25 is furnished as part of the Boards Report for the information of all its stakeholders as Annexure-7(i). The Compliance Certificate from a Practicing Company Secretary confirming compliance with the conditions of disclosures and Corporate Governance norms specified for listed companies pursuant to Regulation-34(3) & Certificate of Non-Disqualification of Directors pursuant to Schedule-V Para-C Clause-10(i) of the SEBI (LODR) Regulations, 2015 for the year ended March 31, 2025 are attached to the Corporate Governance Report.

33. CODE OF CONDUCT

A Code of Conduct for Directors and Senior Management Personnel of the Company is framed as per the requirements of the SEBI (LODR) Regulations, 2015. All the Directors and the KMPs have affirmed compliance with the Code of Conduct. The Managing Director of the Company has affirmed to the Board of Directors that the Code of Conduct has been complied by the Directors and senior management personnel and the same is attached herewith as Annexure- 7(ii) and forms part of the Corporate Governance Report. As per the requirement of the SEBI (LODR) Regulations, 2015, the code of conduct, has been hosted on the website of the Company at https://www.obclimited.com/policies.php.

34. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

SEBI under Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015 read with National Guidelines on Responsible Business Conduct issued by the Ministry of Corporate Affairs requires top 1000 listed companies based on market capitalization to present a Business Responsibility and Sustainability Report (BRSR) to its stakeholders in the prescribed format. During the year under review, OBCL did not fall under the top 1000 listed companies based on market capitalization, accordingly, the requirement relating to Business Responsibility and Sustainability Report under the SEBI (LODR) Regulations, 2015 does not arise.

35. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Controls are an integral part of the Group Risk Management framework and processes that address financial as well as financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the respective business processes. There is a high degree of automation in most of the key areas of operations and processes. Also, all the processes are well defined which, inter alia, includes the financial controls in the form of maker checker, strict adherence to financial delegation given by the Board at various levels, systemic controls, information security controls as well as role-based access controls, etc. Further, these controls are periodically reviewed for change management in situations like the introduction of new processes/change in processes, change in the systems, change in personnel handling the activities, etc. Besides, these controls are independently reviewed by the internal auditors/operations reviewers of the Company including conducting the routine internal audit/operations review by them whereby the audit activity embeds validation/review of the controls to establish their adequacy and effectiveness.

The Internal Auditors, Statutory Auditors and the Secretarial Auditors review the compliances by the Company with respect to various laws, rules, regulations, etc. as applicable to it. The observations, if any, of the internal audit, statutory audit and the secretarial audit are also presented to the Audit Committee as and when they occur. The Statutory Auditors have conducted a review of internal financial controls including entity level controls, general controls, risk control and process walk through on a sample basis as per the guidelines issued by the ICAI.

36. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant or material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of your Company and its future operation.

37. HUMAN RESOURCES

The Human Resource function has ensured that it has driven process excellence by digitizing work processes in tandem with policy changes so that technology driven engagement, efficiency, simplicity, scalability and empowerment could be achieved. With the great belief that people are our greatest asset, the employer-employee relationship can be characterized as fair, trusting and caring. Your Company organized various in-house training programs on Operational Efficiency, Quality Service, HR policies and Claim Risk Management for employees at all levels Senior Management Personnel participated in various Management Development Programs with special reference to the Logistics; organized by reputed institutions. Your Company has always viewed human resource development as a critical activity for achieving its business goals.

38. PARTICULARS OF EMPLOYEES

As on March 31, 2025, there were 147 employees on the payroll of OBCL. The statement as required under Section 197(12) of the Act read with Rule 5(1)(i) of the Companies (Appointment and Remuneration) Rules, 2014 in respect to the ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial Year 2024-25 forms part of this report as Annexure 8(i). A Statement of Particulars of Employees covered under the provisions of Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure-8(ii).

• DETAILS OF EMPLOYEE STOCK OPTIONS:

The Company does not have any Employee Stock Option Scheme/ Plan.

• GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025. Male Employees: 142 Female Employees: 5 Transgender Employees: Nil This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

39. RISK MANAGEMENT

The Company has been following the principle of risk minimization as it is the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the Company. The main objective of this plan is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the plan establishes a structured and disciplined approach to risk management, in order to guide for decisions on risk related issues. In todays challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the Company are imperative. The common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc., As a part of the plan, these risks are assessed and steps as appropriate are taken to mitigate the same.

40. INDUSTRIAL RELATIONS

The Company has maintained good industrial relations on all fronts. Your directors wish to place on record their appreciation for the honest and efficient services rendered by the employees of the Company and for the co-operation of all the Stakeholders of the Company.

41. PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE

The Company has zero tolerance policy on sexual harassment. In that line, the Board takes anti sexual harassment initiatives by way of Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder and they are responsible to inquire into complaints (if any) of sexual harassment and take appropriate action. Their aim is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected therewith or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The disclosures required to be given under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the Financial Year 2024-25 are given below:

Sl. No. Particulars	Applicability
1. Number of complaints of sexual harassment received in the year	NIL
2. Number of complaints disposed-off during the year	Not applicable
3. Number of cases pending for more than 90 days	Not applicable
Number of workshops or awareness programs against sexual harassment carried out	Awareness program was conducted for all employees
5. Nature of action taken by the employer	Not applicable

OBCL has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. OBCL has a Policy on Prevention of Sexual Harassment of Women at Workplace which is available in the website of the Company in the following link: https://www.obclimited.com/policies.php

42. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees shall be provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave, as and when the matter arises. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

43. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity and ethical behavior. The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companys code of conduct without fear of reprisal. The vigil mechanism provides for adequate safeguards against victimization of persons who use such mechanism. The Company has set up a Direct Access initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee for appropriate or exceptional cases, and also to a three-member direct access team established for this purpose. The direct access team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy. No Personnel had been denied access to the Committee during the year ended March 31, 2025.

The Whistle Blower Policy is available on the website of the Company at https://www.obclimited.com/pdf/p&p/04.%20WHISTLE%20BLOWER%20POLICY.pdf?v=20250408.02

44. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION &

FOREIGN EXCHANGE EARNING AND OUTGO i. Conservation of Energy: a) The steps taken or impact on conservation of energy: Reasonable efforts are made for conservation of electric energy used in office, increase fuel efficiency of vehicles deployed by the Company. b) The steps taken by the company for utilizing alternate sources of energy: The Company has used alternate source of energy, whenever and to the extent possible. c) The capital investment on energy conservation equipment: There were no capital investments made on energy conservation equipment. ii. Technology Absorption: a) The effort made towards technology absorption: Company has adopted a single software for tracking vehicles of the Company and their movement. b) The benefits derived like product improvement, cost reduction, product development or import substitution: Product Improvement c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): No technology was imported during the year. d) The expenditure incurred on Research & Development: No expenditure was incurred on Research & Development. iii. Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: There was no Foreign Exchange earnings and outgo during the financial year as required by the Companies (Accounts) Rules, 2014.

45. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The disclosures of details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year as per the Rule 8 of the Companies (Accounts) Rules, 2014 was not applicable to your Company as there are no such applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 with respect to the Company.

46. DIFFERENCE IN AMOUNT OF THE VALUATION

The disclosures of details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof as per the Rule 8 of the Companies (Accounts) Rules, 2014, was not applicable to the Company as there was no such instance of either one time settlement during the year under review.

47. REPORTING OF FRAUDS

During the year under review, the statutory auditors, the secretarial auditors or the internal auditors have not reported to the Audit Committee or the Board of Directors, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against OBCL by its officers or employees, the details of which would need to be mentioned in this Boards report.

48. COST AUDIT/COST RECORDS

The requirement relating to disclosure and the maintenance of cost records as specified by the Central Government under section 148 of the Companies Act, 2013 is not required to be made by the Company and accordingly, such accounts and records are not prepared and maintained.

49. SERVICES TO SHAREHOLDERS

All matters relating to transfer/transmission of shares, issue of duplicate share certificates, payment of dividend, de-materialization and re-materialization of shares and redressal of investors grievances are carried out by M/s. Bigshare Services Pvt. Ltd., Mumbai, the Registrar and Transfer Agent of the Company.

50. DEMATERIALIZATION OF COMPANYS SHARES

Your company has provided the facility to its shareholders for dematerialization of their shareholding by entering into an agreement with The National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN number allotted to the company is INE426Z01016. The Company had not made any public issue, rights issue, preferential issue, etc. during the year under review. Hence, the requirement to furnish any statement/explanation for the deviation/variation in pursuant to Regulation 32(4) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company.

51. DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

During the year under review, there were no shares of the Company held in the demat suspense account or unclaimed suspense account. Accordingly, the disclosure with respect to demat suspense account/unclaimed suspense account as per the requirements of Schedule-V Para-F of the SEBI (LODR) Regulations, 2015 is not applicable to the Company. Further, in terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments thereto and modifications thereof, if any), there was no transfer of unpaid/unclaimed dividends to the Investor Education and Protection Fund during the year under review.

52. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the significant contributions made by the employees at all the levels through their dedication hard work and commitment thereby enabling the Company to boost its performance during the year under review. Your Directors also take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Practicing Professionals, Auditors, Suppliers, Customers, Banks/Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.

On behalf of the Board of Directors

Sd/-

Gopal Kumar Agrawalla

Chairman

DIN: 07941122

Date: 13.08.2025

Place: Raipur