Oswal Minerals Ltd Directors Report

Dear Members,

The Directors have pleasure in presenting before you the 29th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs In Lakhs)

Particulars	2024-25	2023-24
Revenue from Operations	2,07,282.16	1,89,885.32
Other Income	196.44	842.29
Total Income	2,07,478.59	1,90,727.61
Less: Expenditure	2,04,843.57	1,94,218.28
Profit before Finance costs, Depreciation and Amortization and Tax	2,635.02	(3,490.67)
Less: Depreciation & Amortization	73.72	91.10
Profit /loss before Finance Costs, Exceptional items and Tax Expense	2561.30	(3,581.76)
Less: Finance Cost	1838.31	1,899.12
Profit before Tax and Exceptional items	722.99	(5,480.89)
Exceptional Item	-	-
Profit before Tax	722.99	(5,480.89)
Less: Current Tax	-	-
Mat credit entitlement	-	-
Deferred Tax	(1376.74)	(16.93)
Excess/ Short provision		12.50
Profit for the period	2099.73	(5,476.45)
Other comprehensive income	(18.30)	-
Total comprehensive income for the year	2081.43	(5,476.45)
Earnings Per Share
Basic	27.81	(72.53)
Diluted	27.81	(72.53)

2. REVIEW. OPERATION & PERFORMANCE

The Company reported normal financial performance in FY24 despite facing significant challenges in the external environment vis-avis steel industry, throughout the year. Revenue from Operations stood at ^ INR 2,072. 82 Crore, as compared to ^ 1,898.85 Crores in previous FY, an increase of 9.16% YoY. Profit Before Tax for the year stood at of ^ 7.22 Crores, as compared to loss of ^ 54.81Crores in previous FY, an increase of 113% YoY, as the market conditions were better in the earlier quarter of the F.Y 2024-25. The earnings per equity share (of face value ^ 10) for the year 2024- 25 has also increased to ^ 27.81/- from loss of ^ 72.53/-in the previous F.Y.

Despite the challenges faced in FY24, we remain optimistic about the prospects of the Company. Our strategic focus on value added products, exploration of export markets, and expansion into adjacent product categories will position us well for the growth and enable us to capitalize on emerging opportunities. There has been no change in the nature of business of the Company.

3. CREDIT RATING

Following are the details of the credit ratings:

a. Credit rating for long-term rating of [CARE BB+/Stable] (pronounced as Double B Plus; Outlook: Stable) for ^ 7 Crore.

ii. Date on which the credit rating was obtained- August 30, 2024

iii. Revision in the credit rating: Revised from Care BBB-; Stable to CARE BB+; Stable for Long- term Bank Facilities.

iv. Reasons provided by the rating agency for a downward revision, if any: N.A

b. Credit rating obtained previously: Long term or Short term rating of CARE BBB-/Stable (pronounced as Triple B minus) for 100 Crore Line of Credit, stands withdrawn.

i. Name of the credit rating agency- Care Edge Rating

ii. Date on which the credit rating was obtained- 01^st August 2022

iii. Revision in the credit rating: Rating of CARE BB+; Stable / CARE A4+(pronounced as Double B Plus; Outlook: Stable / A Four Plus) for 100 Crores a Long term/Short term Bank Facilities assigned by rating Committee of Care Rating.

i. Name of the credit rating agency: Care Edge Rating

iv. Reasons provided by the rating agency for a downward revision, if any: N.A.

4. AMOUNT IF ANY WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES

During the Financial Year under review your Company has not transferred any fund to the General Reserve.

5. CAPITAL AND DEBT STRUCTURE

During the Financial Year under review there were no changes in the Capital and Debt Structure of your Company.

6. CHANGE IN THE NATURE OF BUSINESS. IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2025.

7. PUBLIC DEPOSITS

The Company has not accepted or invited any Deposits falling within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

8. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

9. DIRECTORS, KEY MANAGERIAL PERSONNEL fKMP) and SENIOR MANAGEMENT PERSONNEL fSMP)

Retire hv Rotation

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 Sri. Subhash Chand Mohanlal (DIN: 01088346) & Smt. Seema Jain (Din: 00437290), Directors of the Company, retires by rotation at the ensuing Annual General Meeting of the company and, being eligible offers, themselves for re-appointment. Based on the performance evaluation and recommendation of the NRC, Board recommended their appointment for consideration of the members at the forthcoming Annual General Meeting. Details of reappointment as required under Listing Regulations, are provided in the AGM Notice.

Appointment of Directors:

During the F.Y 2024-25, based on recommendation of Nomination and Remuneration Committee, the Board of Directors in meeting held on 7th August, 2024, appointed Mr. Siddarth Bohara (DIN: 09265740), Mr. Mahendra M Jain (DIN: 10627369) and Mr. Abhishik Singhvee (DIN: 07980288) as additional Directors of the Company and their appointment were regularized in the Annual General Meeting of the Company held on 23^rd September, 2024.

Key Managerial Personnel

During the under review, there was no change in the Key Managerial Personnel of the Company. In terms of section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are as follows:

Whole Time Key Managerial Personnel of the Company	Designation
Mr. Sripal Kumar Mohanlal	Managing Director (MD)
Mr. Mohanlal Bharath Kumar Jain	Whole Time Director (WTD)
Mr. Subhashchand Mohanlal	Chief Financial Officer (CFO)
Mr. Milan Maroti	C ompany Secretary (C.S) ,

Senior Managerial Personnel

During the under review, there was no change in the Senior Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

In accordance with the provisions of Section 149(7) of the Act and the provisions of the Listing Regulations, the Company has received requisite declaration from each of the Independent Directors, stating that they meet the criteria of independence as per Section 149(6) of the Act and the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists 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. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after due assessment of the veracity of the same.

In the opinion of the Board of Directors, the Independent Directors fulfil the conditions specified in the Companies Act, 2013 read with the rules made thereunder as well as Listing Regulations and are independent from Management, hold the highest degree of integrity and possess expertise in their respective fields with enormous experience.

All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

Pursuant to the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 read with notification dated October 22, 2019 issued by the Ministry of Corporate Affairs, all Independent Directors have completed the registration with the Independent Directors Databank. Requisite disclosures have been received from the directors in this regard.

fa) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS

The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Directors are issued Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program on the Companys operations, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The familiarization program is available on the Companys website under the weblink; https://oswalminerals.com/compliances/

10. BOARD AND COMMITTEES

The Board of Directors is at the core of our corporate governance practice and oversees and ensures that the Management serves and protects the long-term interest of all our stakeholders. We believe that an active, well-informed and independent Board is necessary to ensure the highest standards of corporate governance. The Board places great importance on ensuring these key themes continue to be appropriate for the businesses and markets in which we operate around the world, while being aligned with our culture.

The Board is supported by the activities of each of the Board Committees which ensure the right level of attention and consideration are given to specific matters. Accordingly, the Committees focus on specific areas and take informed decisions within the framework designed by the Board and make specific recommendations to the Board on matters in their areas or purview. Each of the Committees has terms of reference under which authority is delegated by the Board.

Board Meetings

The Board of Directors of the Company met 8 (Eight) times during FY 2024-25 on 30.05.2024, 16.07.2024, 07.08.2024, 26.08.2024, 28.09.2024, 12.11.2024 21.01.2025 and 12.02.2025.

The details of the composition of the Board and its Committees and of the meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

Audit Committee

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

Stakeholders Relationship Committee

The composition and terms of reference of the Share transfer cum Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

Corporate Social Responsibility Committee

The composition and terms of reference of the Corporate Social Responsibility has been furnished in the Corporate Governance Report forming a part of this Annual Report.

Board Evaluation

One of the vital functions of the Board is monitoring and reviewing the Board Evaluation framework formulated by the Nomination and Remuneration Committee that lay down the evaluation criteria for the performance of all the directors, in accordance with provisions of the Act and the Corporate Governance requirements as prescribed in accordance with the provisions of the Listing Regulations.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc. The performance of the Non-Independent Directors and Board as a whole was also reviewed by the Independent Directors.

The Independent Directors met on 12^th February, 2025 and reviewed the performance of the Managing Director, the Board and its Chairman. The Independent Directors appreciated the exemplary leadership role of the Board Chairman in upholding the highest standards of corporate governance.

The Board of Directors, in its Meeting held on 12^th February, 2025 undertook the annual evaluation of its own performance, Board committees and individual directors. The review concluded that the performance of the Directors, Committees & the Board as a whole, to be adequate and satisfactory.

Familiarization Program for Board Members

Your Company has a structured program for the new Board members so as to enable them to understand the nature of the industry in which the Company operates, its management and its operations. They are also familiarized with Companys organizational and governance structure, governance philosophy/principles, code of conduct & key policies, Boards way of working & procedures, formal information sharing protocol between the Board and the management, Directors roles and responsibilities and disclosure obligations. The details of the familiarization program and process followed are provided in the Corporate Governance Report forming part of this Annual Report.

Board Diversity and Inclusion

Your Company believes that an organization is a collective representation of people coming with individual differences in thoughts, personality, unique capabilities and talent that they bring to work. It is an understanding that each individual is unique, and a recognition of our individual differences, so that each and every one feels important, respected, and engaged as we assimilate people with differences including but not limited to nationality, geography, ethnicity, gender or other ideologies. While we strongly appreciate diversity in all forms, achieving gender parity is a priority for the Company.

11. COMPANYS VARIOUS POLICY

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated and implemented the following policies. All the Policies are available on Companys website (https://oswalminerals.com) under the heading "Policies”. The policies are reviewed periodically by the Board and updated based on need and requirements.

12. NOMINATION AND REMUNERATION POLICY OF THE COMPANY

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in our website, at link: https://oswalminerals.com/compliances/

13. VIGIL MECHANISM AND WHISTLE BLOWER

Pursuant to provisions of section 177 (9) of the Companies Act, 2013, the Company has established a "Vigil mechanism” incorporating Whistle Blower Policy in terms of the Listing Obligations and Disclosure Requirements, 2015 for employees and Directors of the Company, for expressing the genuine concerns of unethical behavior, frauds or violation of the codes of conduct by way of direct access to the Chairman of the Audit Committee in exceptional cases. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The policy on "Vigil mechanism and Whistle Blower” may be accessed on the Companys website at link: https: //oswalminerals.com /compliances /

14. INTERNAL FINANCIAL CONTROL SYSTEMS

The Audit Committee reviews the reports submitted by the Internal Auditors in each of its meeting. It also actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

15. CORPORATE SOCIAL RESPONSIBILITY fCSR) INITIATIVES

The brief outline of the Corporate Social Responsibility ("CSR”) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure- G of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy of the Company may be accessed on the website of the Company at https://oswalminerals.com/compliances/

16. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The following is a summary of sexual harassment complaints received and disposed of during the year:

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

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

(c) Number of complaints disposed off during the year: Nil

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

17. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

18. CORPORATE GOVERNANCE REPORT

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed herewith as Annexure-H.

A certificate from the Auditor of the Company regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance regulation of the Listing Obligations and Disclosure Requirements, 2015 is annexed to the report on Corporate Governance.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT fMDARI

The Management Discussion and Analysis Report, as required under Regulation 34(2)(e) of the Listing Regulations, forms an integral part of this report and is annexed herewith as Annexure- A.

20. CEO/CFO CERTIFICATION

The CEO/ CFO certificate on the financial statements of the Company as required under Regulation 17(8) read with Schedule II Part B of the Listing Regulations, part of this report and is annexed herewith as Annexure- D.

20. PERSONNEL & RELATED INFORMATION

None of the employees have received remuneration in excess of the sum prescribed under Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and a statement containing, inter alia, the names of top ten employees in terms of remuneration drawn pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure- F.

Since the Company has no subsidiary or holding company, no particular is required to be given pursuant to the provisions of Section 197 (14) of the Companies Act, 2013.

21. HUMAN RESOURCES

Your Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year.

22. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company endeavors that the conduct of all operations are in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible. Aligned with the Group values, compassion for environment under Corporate Citizenship is deeply embedded in your Companys vision. Your Company is certified under ISO 9001: 2015 standards.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013

The Company has not given any loan, guarantee or made any investment during the financial year 2024-25.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the contracts/arrangements/transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arms length basis. During FY2024-25, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. The particulars of Contracts or Arrangements made with related parties as specified in Annexure- B (form AOC-2).

In compliance with the provisions of the Act and the SEBI Regulation 2015, each RPT is placed before the Audit Committee for prior approval. A prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are foreseen and repetitive in nature. The transactions, pursuant to the omnibus approval so granted, is audited and a detailed quarterly statement of all RPTs is placed before the Audit Committee for its review. The policy on RPTs, is available on the Companys website at https://oswalminerals.com

25. MATERIAL ORDERS OF IUDICIAL BODIES/ REGULATORS‘

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

26. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement, setting out compliance with the accounting and financial reporting requirements specified under Section 134(3)(c) of the Companies Act, 2013, in respect of the financial statements, is furnished below and on behalf of the Board of Directors, it is hereby confirmed:-

i. that in the preparation of the annual accounts for the year ended 31.03.2025, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

ii. that such accounting policies have been selected and applied consistently and judgments and estimates made 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 of the Company for that period;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 internal financial controls were followed by the Company and they are adequate and are operating effectively; and

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

27. AUDITORS

(a) Statutory Auditors

Your Companys Auditors, M/s. Jain Chowdhary & Co, Chartered Accountants, Ahmedabad, (Firm Registration No. 113267W), were appointed as the Statutory Auditors from the conclusion of 24^th Annual General Meeting held on 30^th September 2020, till the conclusion of 29^th Annual General Meeting, in which their first term of appointment will complete. They have confirmed their eligibility under section 141 of the Companies Act 2013 and the rules framed there under for re-appointment as Auditors of company.

The Company has received a certificate from the Auditor under section 141 of the Companies Act 2013 to the effect that M/s. Jain Chowdhary & Co, Chartered Accountants are eligible to act as Statutory Auditors of the Company for the Second term.

Further, after expiration of the term, the Board recommended the Appointment of, M/s. Jain Chowdhary & Co, Chartered Accountants, Ahmedabad, (Firm Registration No. 113267W), as the Statutory Auditors of the company for second term of five consecutive financial years commencing from FY 2025-26 to FY 2029-30, subject to the approval of Shareholders in the ensuing Annual General Meeting.

The Auditors Report to the shareholders for the financial year 2024-25 under review does not contain any qualifications or adverse remarks. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

fb) Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, mandate the company to have Company Secretary in practice for furnishing secretarial audit report. Accordingly, M/s. V&V Co. LLP, Company Secretaries (Firm Registration number: L2017KR003100) has been appointed as Secretarial Auditors of the Company. The Board of Directors of your company has already appointed M/s. V&V Co. LLP, Practicing Company Secretaries, a peer-reviewed firm, for FY 2024-25 to act as the Secretarial Auditor. The Secretarial Audit Report in Form No. MR3 for the financial year ended 31st March 2025, as required under Section 204 of the Act. There are no qualifications, reservations or adverse remarks or disclaimers made in their report.

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred as "Listing Regulations”) as amended up to date and based on the recommendation of the Audit Committee, the Board of Directors in their meeting held on 30^th May, 2025 have recommended the appointment of M/s. V&V Co. LLP, (Firm Registration number:

L2017KR003100) as the Secretarial Auditors of the Company, for a period of 5 years commencing from the conclusion of this (29th) Annual General Meeting till the conclusion of 34th Annual General Meeting to be held in the year 2030 to conduct the secretarial audit for the Financial year 2025-26 to Financial Year 2029-30 subject to approval of shareholders. The necessary resolution seeking the approval for their appointment as the Secretarial Auditors has duly been included in the notice of the ensuing 29th Annual General Meeting along with brief credentials required under the Listing Regulations.

28. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

There were no Material changes and commitments affecting the financial position of the Company between the end of the financial year (31.03.2025) and date of the Report. (30.05.2025)

29. EXTRACT OF ANNUAL RETURN

In accordance with Section 92 (3) read with Rule 12 of the Companies (Management and Administration) Rules 2014 (as amended) a copy of the Annual Return of the Company is hosted on its website and can be accessed at https://oswalminerals.com/compliances/.

30. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is annexed as Annexure- E to this Report.

31. INVESTOR EDUCATION AND PROTECTION FUND fIEPF) ^

There was no requirement to transfer any amount of unclaimed/unpaid dividend and the corresponding shares, redemption amount of preference shares, amount of matured deposits, amount of matured debentures application money received for allotment of any securities and due for refund along with interest accrued or share proceeds of fractional shares arising out of issuance of Bonus Shares, merger and amalgamation to Investor Education and Protection fund during the reporting period.

32. COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that proper systems have been devised to ensure compliance with the applicable laws. Pursuant to the provisions of Section 118 of the Act, during FY 2024-25, the Company has adhered with the applicable provisions of the Secretarial Standards ("SS-1 and SS-2") relating to Meetings of the Board of Directors and General Meetings issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

33. FRAUDS REPORTED BY THE AUDITOR

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

34. RISK MANAGEMENT

Risk management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximizing returns. The Board reviews the Companys risk management practices and policies periodically. This includes comprehensive review of various risks attached to the Companys business for achieving key objectives and actions taken to mitigate them.

35. GENERAL DISCLOSURE

Your Directors state that during the F.Y 2024-25 unsecured loans provided to the Company was made from their own funds. Declarations pertaining to the same was provided to the Company as per Declaration pursuant to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has complied with the provisioning of the Gratuity as per the applicable standards and laws. Also, the Company has closed Hyderabad Branch office during the F.Y 2024-25.

During the year, company has entered into various Business Transfer agreements with one of the party against the advances paid & materials supplied by the company. Few of the assets as per the agreement has been transferred to companys name, & rest are in the process.

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• There has been no change in the nature of business of the Company.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of onetime settlement with any Bank or Financial Institution.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• There were no instances where the Company failed to implement any corporate action within the specified time limit.

36. ACKNOWLEDGEMENT

We would also like to express our earnest regard to all employees for their ardent enthusiasm and interminable efforts directed towards lodging significant and effective contributions to the continued growth of the Company. the directors take this opportunity to place on record, their sincere appreciation for the central and state government authorities, bankers, stock exchange, financial institutions, depositories, analysts, advisors, customers, vendors, business partners, shareholders for their sustained support, admirable assistance and endless encouragement extended to the Company at all levels. Our heartiest gratitude is further undertaken to be rendered to all our stakeholders for their unflinching faith in the Company. We look forward for bestowal of your continued support and solidarity in future as we diligently strive to deliver enhanced value for our stakeholders and inscribe on the footprints of nation building for one of the fastest growing economies of the world.

		By Order of the Board of Directors
		For Oswal Minerals Limited
	Sd/-	Sd/-
Date: 30.05.2025	Sripal Kumar Mohanlal	Subhashchand Mohanlal
Place: Bengaluru	Managing Director	Director & CFO
	DIN: 01000236	DIN: 01088346