Oswal Overseas Ltd Directors Report

(Amount in Lakhs except for EPS)

2. OPERATIONAL PERFORMANCE:

Total Income of the Company has decreased from Rs. 21198.27 Lakh (2022-23) to Rs. 15337.73 Lakh (2023-24). This year your company gets the net loss after tax of Rs. 544.83 Lakh against a Net profit after tax of Rs. 74.53 Lakh in the previous year.

During the year under review, your Directors have not recommended any dividend for the financial year ended 31^st March 2024.

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

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind-AS) notified under Section 133 of the Act [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and Compliance to Accounting Policies & Procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Control and Systems followed by the Company.

In terms of the provisions of Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Management Discussion and Analysis Report forms part of this report and annexed thereto.

During the year under review, your Company has not accepted any deposits from public within the meaning of Sections 73 and 74 of the Companies Act, 2013 (the “Act”) and the Companies (Acceptance of Deposits) Rules, 2014.

10. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

During the year under review, your Company has not made any loan, or given any guarantee or provided any security and/or made investments and thus the compliance of Section 186 of the Companies Act, 2013 is not applicable.

11. AUDITORS

STATUTORY AUDITOR

M/s. DSRV and Co. LLP, Chartered Accountants, having (Firm Registration No. 006993N), was appointed as the Statutory Auditor of the Company at the AGM held on September 27, 2022, to hold the office until conclusion of the 43^rd AGM. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s DSRV and Co. LLP, Chartered Accountants, that their appointment is made in conformity with the limits specified in the said Section.

The report given by the Auditors on the financial statements of the Company for the financial year ended March, 2024 is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the Financial Year under review.

SECRETARIAL AUDITOR

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Malik Anuj & Company, Company Secretaries (C. P. No. 16061) to undertake the secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as “Annexure 1”.

INTERNAL AUDITOR

M/s. P.D. Ramanand & Co., Chartered Accountants (FRN No. 001104C), having office at MSG House, C-91, Sector 71, Noida, Uttar Pradesh 201301 performed the duties of internal auditors of the Company for the financial year 2023-24 and their report is reviewed by the Audit Committee from time to time.

COST AUDITOR

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. M. K. Singhal & Co., Cost Accountants, Firms Registration No. 00074, having office at Panchwati, Opposite MM College, Modinagar, Uttar Pradesh 201204 as the Cost Auditor to audit the cost records for the financial year ending 31st March 2025. Remuneration payable to the Cost Auditor is subject to ratification by the members of the Company. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s. M. K. Singhal & Co., Cost Accountants, forms part of Notice convening 40^th AGM of the Company, along with relevant details, including the proposed remuneration.

In terms of Section 148 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Act.

CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the certificate on Corporate Governance is annexed herewith as “Annexure 3”. The certificate for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.

12. SHARE CAPITAL

Authorised share capital of the company is Rs. 360,000,000/- divided into 2,20,00,000 equity shares of Rs. 5/- each only and 25,000,000 preference share of Rs. 10/- each only as on 31^st March, 2024. Total Paid up share capital of the company is Rs. 21,46,10,500/- divided into 1,29,22,100 equity shares of Rs. 5/- each and 1,50,00,000 Non-convertible Redeemable Preference Share of Rs. 10/- each.

13. DEPOSITORY SYSTEM

The Companys shares are available for dematerialization with National Securities Depository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). 75.423% of the total shareholding of the Company was held in dematerialized form as on 31st March 2024.

14. CHANGE IN NATURE OF BUSINESS

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

15. HUMAN CAPITAL

Relations with employees continued to be cordial and harmonious. HR policies of the Company are aimed at attracting, motivating, and retaining employees at all levels.

16. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, no amount was required to be transferred in the IEPF pursuant to the provisions of section 125 of Companies Act, 2013.

17. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the draft Annual Return of the Company for the Financial Year 31^st March, 2024 is uploaded on the website of the Company and can be accessed at www.oswaloverseasltd.com.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND 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 Rule 8, of The Companies (Accounts) Rules, 2014 is Annexed herewith as “Annexure 2.”

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) CHANGE IN DIRECTORS

There were no changes in the Directors of the Company during the Financial Year 2023-24.

B) RE-APPOINTMENT

As per the provisions of the Companies Act, 2013, Mr. Anoop Kumar Srivastava, Director retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

C) CHANGE IN KMPs

There were no Changes in Key Managerial Personnel of the Company during the financial year 2023-24.

20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 08 (Eight) Board Meeting and 1 (one) independent directors meeting were held. The details of which are given in Corporate Governance Report.

21. COMMITTEES OF THE BOARD OF DIRECTOR OF THE COMPANY

Currently the Board has three committees: the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The details with regards to the composition and meetings held during the financial year 2023-24 are in the Corporate Governance Report.

22. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executives and independent directors to maintain the independence of the Board, and separate its function of governance and management. On March 31, 2024, the Board consist of four members, one of whom is executive, one is non-executive and two are independent directors.

The policy of the company on directors appointment and remuneration, including criteria for determining qualification, positive attributes, independence of Director and other matters, as required under subsection (3) of section 178 of the companies Act, 2013, is available on our website

(www.oswaloverseasltd.com). We affirm that the remuneration paid to the directors as per terms laid down in the Nomination and Remuneration Policy of the company.

23. DECLARATION BY INDEPENDENT DIRECTORS

The company has received necessary declaration from independent directors under section 149(7) of the Companies Act, 2013, that he/ she meet the criteria of independence as laid down in section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

24. BOARD EVALUATION

SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as: Board Dynamics and relationships Information flows Decision-making Relationship with stakeholders Company performance and strategy Tracking board and committees effectiveness Peer evaluation

The Companies Act, 2013 states that a formal evaluation needs to be made by the Board of its own performance and that of its committee and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation process has been explained in the Corporate Governance Report.

25. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

All new independent director inducted in to the Board attain an orientation program. The details of training and familiarization program are provided in the Corporate Governance Report and are also available on our website (www.oswaloverseasltd.com).

26. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the provision of the requirements of SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the company lays down guidelines and procedures to be followed, and disclosure to be made while dealing in the shares of the company, as well as consequences of the violation.

The Insider Trading Policy of the Company covering code of Practice and procedure of fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website (www.oswaloverseasltd.com).

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website (www.oswaloverseasltd.com) of the company. There has been no change to the Whistle Blower Policy of the company during the financial year 2023-24.

28. MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES:

A. Due to financial constraints being faced by the company no one director receiving any remuneration from the company. Further only sitting fees have been paid to directors during the year. B. No increase in the remuneration of director in the financial year C. Increase in remuneration of chief financial officer, chief executive officer, company secretary of the company in the financial year is as follow

D. Total no. of permanent employees of the company is 52 and seasonal employees are 59 as on 31^st March, 2024 E. The remuneration paid to all the Key Managerial Personal was in accordance with remuneration policy adopted by the company. F. The particulars of employee who are covered by the provision contained in Rule 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial Personal) Rules, 2014 are: i). Employed throughout the year Nil ii). Employed for part of the year Nil

29. CORPORATE GOVERNANCE

Corporate Governance refers to, but not limited to, a set of laws, regulations and good practices and systems that enable an organization to perform efficiently and ethically to generate long term wealth and create value for all its stakeholders. Corporate governance requires everyone to raise their competency and capability levels to meet the expectations in managing the enterprise and its resources optimally with the sound & prudent ethical standard. The Company recognizes that good corporate governance is a continuous exercise.

Adherence to transparency, accountability, fairness and ethical standard are integral part of the companys function. Your Companys s tructure, business dealings, administration and disclosure practices have aligned to good corporate governance philosophy. Your Company has an adequate system of control in place to ensure that the executive decisions taken should result in optimum growth and development which benefits all the stakeholders. The Company aims to increase and sustain its corporate value through growth and innovation.

Our Corporate Governance Report for the financial year 2023-24 form parts of this Annual Report.

30. 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 statements in terms of Section 134(3)(c) of the Companies Act, 2013: a) that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date; c) 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; d) that the annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

31. RELATED PARTY TRANSACTION

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

32. RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

33. ACKNOWLEDGEMENTS

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company.

Your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation.

We look forward to receiving the continued patronage from all quarters to become a better and stronger company.