Oswal Overseas Ltd Directors Report

In this Financial Year (FY 2024-25), the Company continued its journey of growth and transformation in the sugar industry despite facing sectoral and macroeconomic challenges. Leveraging its strong operational capabilities, established brand presence, the Company remained resilient. Strategic initiatives in improving sugar recovery rates, and adopting sustainable practices enabled the Company to navigate through market fluctuations and emerge stronger.

Total Income of the Company has decreased from Rs. 15337.73 Lakh (2023-24) to Rs. 6809.31 Lakh (2024-25). This year your company gets the net loss after tax of Rs. 1238.43 Lakh against a Net loss after tax of Rs. 544.83 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 2025.

During the period under review, there has been no change in the nature of business of the Company

There is 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.

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

OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the year under review, no material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which these financial statements relate and the date of this Report.

The Company has adequate system of internal financial 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.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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.

11. DEPOSITS

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.

12. 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.

13. 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, 2025 is part of the Annual Report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the Financial Year under review. There has been qualification or disclaimer given by the Auditors in their Report, the board comments are given further.

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 2024-25. The Secretarial Audit Report is annexed herewith as “Annexure 1”.

There are no qualifications, reservations, adverse remarks, comments, observations, or disclaimers made by the Secretarial Auditors in their report. There were no frauds reported by the Secretarial Auditors under the provisions of Section 143 of the Companies Act, 2013.

Further pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 204 of the Companies Act, 2013 for consent of the Members, a resolution seeking members approval for appointment of M/s. Malik Anuj & Company, Company Secretaries, (Firm Registration No. S2016UP376400 and Peer review No. - 3925/2023) as the Secretarial Auditors of the Company for a term of 5 (Five) consecutive years from the conclusion of this 41^st Annual General Meeting till the conclusion of the 46^th Annual General Meeting of the Company to be held in Financial year 2030, forms part of Notice convening 41^st AGM of the Company, along with relevant details.

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 to performed the duties of internal auditors of the Company for the financial year 2024-25 and their report is reviewed by the Audit Committee from time to time.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. P.D. Ramanand & Co., Chartered Accountants (FRN No. 001104C), having office at MSG House, C-91, Sector 71, Noida, Uttar Pradesh 201301 to performed the duties of internal auditors of the Company for the financial year 2025-26.

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 31^st March 2026. 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 41^st 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.

14. Explanations on Auditors Qualification (Section 134(3)(f))

Qualification 1:

The Auditors have drawn attention to the fact that the Companys Reserves and Surplus are negative, resulting in a Negative Net Worth of 43.56 Lacs, due to which bankers are not sanctioning fresh limits.

Boards Comment:

The Company is aware of the negative net worth position. The management is focusing on cost rationalization, improving operational efficiency, and exploring alternate sources of funding to improve the financial position.

Qualification 2:

The Auditors have stated that the Company incurred cash losses of 829.36 Lacs during the year and 275.76 Lacs in the immediately preceding year.

Boards Comment:

The losses are primarily due to low availability raw material and low rate of recovery. The management is undertaking corrective measures to reduce losses in future years.

Qualification 3:

The Auditors have reported significant working capital deficiency, with current liabilities of 7,363.95 Lacs against current assets of 1,231.68 Lacs.

Boards Comment:

The management is taking steps to strengthen operational cash flows to reduce the working capital gap.

Qualification 4:

The Auditors have referred to a case filed by the legal heirs of the deceased Promoter, pending before NCLT. However, they noted that compromise amongst promoters is at an advanced stage.

Boards Comment:

The Company confirms that the matter is sub-judice before NCLT. The promoters are in the process of amicable settlement and the management expects a positive resolution shortly.

Qualification 5:

The Auditors have mentioned adverse key financial ratios due to severe liquidity issues, negative net worth, and cash losses.

Boards Comment:

The adverse financial ratios are a reflection of the liquidity stress faced by the Company. The management is expecting that with the action taking and operational initiatives, the financial position will gradually improve in the coming years.

15. ANNUAL SECRETARIAL COMPLIANCE REPORT

In pursuant to regulation 15(2) of the SEBI (LODR) Regulations, 2015, Annual Secretarial Compliance Report under Regulation 24A of the SEBI Listing Regulations, is not applicable on our company for the year ended 31^st March 2025 and not required to submit to the stock exchange.

16. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standard on meetings of the Board of Directors (‘SS-1) and the Secretarial Standard on General Meetings (‘SS-2) issued by the Institute of Company Secretaries of India.

17. SHARE CAPITAL

Authorised Capital

During the Financial Year 2024-25, there was no change in the Authorised Share Capital of the Company. As on 31^st March 2025, the Authorised Share Capital of the Company is Rs. 36,00,00,000/- (Rupees Thirty Six Crore only) divided into 2,20,00,000 equity shares of Rs. 5/- each only and 2,50,00,000 preference shares of Rs. 10/- each only.

Issued, Subscribed and Paid-up Capital

As on 31st March 2025, the Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 21,46,10,500/- (Rupees Twenty-One Crore Forty-Six Lakh Ten Thousand Five Hundred Only) 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.

The Company has not issued shares with differential voting rights or sweat equity shares during the Financial Year 2024-25. As on 31st March 2025, none of the Directors of the Company hold any instruments convertible into equity shares of the Company.

18. DEPOSITORY SYSTEM

The Companys shares are available for dematerialization with National Securities Depository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). 81.251% of the total shareholding of the Company was held in dematerialized form as on 31^st March 2025.

19. INDIAN ACCOUNTING STANDARDS (IND AS), 2015

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

20. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENT

During the year under review, the Company does not have any Subsidiary, Associate or Joint Venture Company. Consequently, consolidation of financial statements with other entities is not required.

21. STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF

SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES

As the company does not have any Subsidiary, Associate or Joint Venture Company, Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Subsidiary Company as 31st March 2025 in Form AOC-1 is not applicable on the company.

22. 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.

23. TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

(IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

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.

24. 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, 2025 is uploaded on the website of the Company and can be accessed at https://www.oswaloverseasltd.com/Search.aspx?id=50&k=2.

25. 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.”

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) CHANGE IN DIRECTORS i. Ms. Priyanka Pal completed her tenure on 08th November, 2024 and retired from the Board of Directors as a Woman Independent Director of the Company. The Board places on record its sincere appreciation for the valuable guidance and contributions made by her during her association with the Company.

ii. The Board of Directors, at its meeting held on 18th January, 2025, appointed Mrs. Priyanka Gandhi as an Additional Director (Woman Independent Director) of the Company. Subsequently, her appointment was regularized and she was appointed as an Woman Independent Director of the Company, pursuant to the approval of shareholders through Postal Ballot on 07th April, 2025.

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.

All Directors of the Company have provided declarations to the fact that they are not debarred from holding the office of the Director by virtue of any SEBI order or any other Statutory Authority as required under the Circular dated June 20, 2018, issued by BSE.

The Board is of the opinion that independent directors as well as the director(s) proposed to be appointed/re-appointed, possess the requisite qualifications, experience and expertise and hold high standards of integrity, which are beneficial to the Company and its stakeholders. The list of key skills, expertise and core competencies of the Board is provided in the CG Report which forms an integral part of this Annual Report.

C) CHANGE IN KMPs

There were no Changes in Key Managerial Personnel of the Company during the financial year 2024-25.

27. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

28. 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 2024-25 are in the Corporate Governance Report.

29. 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, 202, the Board consist of four members, one of whom is executive, one is non-executive and two are independent directors, out of Independent Directors one is Woman director.

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.

30. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013

The Company had adopted a policy against Sexual Harassment at Workplace under Posh Act, 2013. Internal Committee has been set up to redress complaints relating to sexual harassment at workplace of any employee. All employees (Permanent, Contractual, Temporary and Trainees) are covered under this Policy. The Company periodically conducts sessions for employees across the organization to build awareness about the POSH Policy and the provisions of POSH Act. The Company has received no complaint during the year 2024-25 and no complaint is pending at the end of the year 2024-25.

The policy against Sexual Harassment at Workplace under Posh Act, 2013 of the Company can be accessed at Companys website at https://www.oswaloverseasltd.com/Search.aspx?id=48&k=2.

31. 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 meets 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.

32. 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.

33. 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).

34. 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).

35. 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 2024-25.

36. 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 58 as on 31^st March, 2025

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

37. CORPORATE GOVERNANCE CERTIFICATE ON CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), compliance with the Corporate Governance provisions specified under Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, along with para C, D and E of Schedule V, is not applicable to the Company.

However, the Company has, on a voluntary basis, adopted and complied with most of the requirements of Corporate Governance as laid down under the SEBI Listing Regulations, in the interest of strengthening transparency, accountability, and stakeholder confidence.

As required, a certificate on Corporate Governance issued by M/s. Malik Anuj & Company, Practicing Company Secretary for the financial year 2024-25 forms part of this Report and is annexed herewith as “Annexure 3”. The said certificate does not contain any qualification, reservation, or adverse remark.

38. 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, 2025, 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, 2025 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.

39. RELATED PARTY TRANSACTION

Your Company has adopted a related party transactions policy. The Audit Committee reviews the policy from time to time and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the related party transactions policy. The Committee approves the related party transactions and wherever it is not possible to estimate the value, approves limit for the Financial Year, based on best estimates. All the related party transactions of the Company are reviewed by the Audit Committee and presented to the Board on a quarterly basis. These transactions were at arms length basis and in the ordinary course of business and are in compliance with the provisions of Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 and Listing Regulations.

There were no materially significant related party transactions entered into by the Company during the year under review. The disclosures relating to related parties are explained in Note 35 in the notes to accounts attached to the Financial Statements. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in the prescribed Form AOC-2 is annexed as Annexure- 4.

The policy of the Company on Related Party Transactions can be accessed at https://www.oswaloverseasltd.com/Search.aspx?id=48&k=2.

40. RISK MANAGEMENT POLICY

The Company has laid down a well-defined Risk Management Policy to identify the risks associated with the business of the Company. The Board, where appropriate, periodically reviews the significant risks to mitigate the risk exposure. More details are given in the Management Discussions and Analysis Report in the Annual Report.

41. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Corporate Social Responsibility (CSR) is not applicable on our company.

42. PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016, during the Financial Year 2024-25.

43. CAUTIONARY STATEMENT

Statements in this ‘Directors Report & ‘Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations, or predictions may be forward looking statements within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations including raw material/ fuel availability and its prices, cyclical demand and pricing in the Companys principle markets, changes in the Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors

44. 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.