Oval Projects Engineering Ltd Directors Report

(Rupees. In Thousands)

2. CAPITAL & RESERVES Authorized Capital

During the year 2023-24 Company has increased its authorized share capital from Rs. 50,00,000 (Fifty Lakh) divided into 5,00,000 (Five Lakh) Equity share @10 each to Rs 20,00,00,000 (Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity share @ Rs. 10 each.

Oval projects Engineering Private Limited Authorized Share Capital is Rs 2,00,00,000 (Two Crore Only) ;

divided into 20,00,000 (Twenty Lakh) Equity share @ Rs. 10 each.

The Paid-up Share Capital of the company as on 31^st March 2024 is 13,66,22,150 (Thirteen Crore Sixty-Six Lakh Twenty-Two Thousand One Hundred Fifty) divided 1,36,62,215 (One Crore Thirty-Six Lakh Sixty-Two Thousand Two Hundred Fifteen) into Equity shares @10 each.

As on the date of the report, Paid-up Share Capital of the company is Rs. 14,18,30,960 (Fourteen Crore Eighteen Lakh Thirty Thousand Nine Hundred Sixty) divided 1,41,83,096 (One Crore Forty-One Lakh Eighty- Three Thousand Ninety-Six) Equity shares @10 each.

The reserves of Company Stood at Rs 289,887.21 (Amount in Thousand) as on 31-03-2024 as against Rs 150,126.11 (Amount in Thousand) as on 31-03-2023.

3. DIVIDEND

With a view to conserve resources for future business operations of the Company. Your directors do not recommend any dividend for the financial year 2023-24.

4. THE WEB ADDRESS, IF ANY, WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92 HAS BEEN PLACED.

The Company have functional website and Annual Return is placed on the website of the company.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013.

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to the ‘Specific Reserve for the financial year 2023-24.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY.

The Company did not change its nature of business during the financial year 2023-24.

7. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR /STATE OF COMPANYS AFFAIR

In case of Standalone results, total income of the Company during the Financial year 2023-24 increased from Rs. 6,07,939.96 to Rs. 7,89.857.69(Amount in Rs. in Thousand). The Standalone Profit after Tax for the Financial year 2023-24 increased from Rs. 29,319.66 to Rs. 43,713.76 (Amount in Rs. in Thousand).

In Case of Consolidated results, total income of the Company during the Financial Year 2023-24 increased from Rs. 6,40,889.39 to Rs. 7.89,860.58(Amount in Rs. in Thousand). The Consolidated Profit after Tax for the Financial Year 2023-24 increased from Rs. 32,313.47 to Rs. 43665.49(Amount in Rs. in Thousand).

Looking at the success in project executed in western region, company is eyeing for execution of projects in the state of Maharashtra. Execution of projects in southern region of the country are a challenge for many engineering Houses. The Management of the Company has decided to a selected participation in

I tendering in the part of southern region. The Company is looking for more jobs in petrochemical sectors. As the Country is looking for "Act East Movement" where, Central Government is investing lots of funds in infrastructure sector in North Eastern region. Therefore, Management of the Company has also decided, to maintain it focus on jobs in infrastructure projects in the Northeast Region. The Company has acquired sufficient eligibility to get empanelment with CPWD this would entail more participation in infrastructure projects particularly in Central Government funded projects as well as Defense sector projects. Company is still trying to get success in NRL projects in Assam. This persuasion of achieving projects from NRL will ; continue this year.

The Management is expecting significant development in Industrial Enzyme business in India. As India is looking towards the green energy revolution. Industrial bio-enzyme would play key rule in this green energy mission of India. Oval is trying to have partnership with M/s Epygen, Dubai; to introduce the industrial enzyme in ONGC and NRL [Bio ethanol Projects).

This year the Company has been awarded two major Works first being Khubal GGS in ONGC Tripura Asset and second being Laying of Pipeline in IGGL, which amounts to more than 140 Cr. These achievements are major milestone achievement in our company.

Further, The Company has attained the experience in DPNG pipeline, In the year under progress the Company is planning to execute a huge DPNG pipeline project in Assam State with AGCL and PBGPL.

The Management of the Company is also looking to give "CNG carrying services" to ONGC for their new dual engine operated rigs. Following are the few projects with the approximate executable values. The Company is very hopeful to get the jobs by competitive bidding. So, by the end of this financial year, Company is looking for order booking worth 800 Cr.

B. Other upcoming opportunities which the Management of the Company is Eveing

It may be Note: For M/s NEGDCL Total investment in Tripura state would be INR 750 Cr in next 5 Years of time.

To sustained growth, The Management of the Company is looking to raise funds by diluting equity before this year end. The Management in the Company at last leg of negotiations with investors in USA as well as in India.

However, M/s Oval Projects Engineering (P) Ltd the Holding Company is planning a disinvestment from its Wholly Owned Subsidiary M/s OPEPL Fresh Pvt. Ltd.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and on the date of this report.

9. DIRECTORS

A) The current composition of Directors / KMP of your Company is as under: -

Till the date of report, following changes has been taken place in the composition of the Board of Directors of the Company.

B) Declaration by an Independent Director(s) and reappointment, if any: -

There is no requirement of declaration to be received from independent director as provision contained in section 149 of Companies Act 2013 does not applicable to us.

10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year ended March 31, 2024, 20 meetings of the Board of Directors were held as on 31^st March 2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

ll.STATUTORY AUDITORS

M/s. Kapoor Goyal & Co, Chartered Accountants is appointed as Statutory Auditor of the Company for the period of 5 years from the conclusion of 9^th Annual General Meeting held in the Financial year 2022-2023 till the conclusion of 14^th Annual General Meeting for the Financial year 2026-27.

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Auditors Reports on the Standalone and the Consolidated Financial Statements for the

financial year ended March 31, 2024 does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

The provisions relating to submission of Secretarial Audit Report are not applicable to the Company.

13. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure liability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources are acquired economically, used.

14. RISK MANAGEMENT POLICY

Risks are event, situation or circumstances which may lead to negative consequences on the companys businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise-wide approach to Risk Management is being adopted by the company and key risks will now managed within unitary framework. As a formal roll-out, all business divisions and corporate function will embrace risk management policy and guidelines and make use of these in their decisions making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period will become embedded into the companys business systems and processes, such that our responses to risks remain current and dynamic.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees, made by the Company under Section 186 of the Companies Act, 2013 during the year under review, and hence the said provision is not applicable.

INVESTMENT

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in sub section (1) of section 188 entered by the Company during the financial year ended 31st March 2023 is attached in prescribed Form AOC- 2 as Annexure "A" and is annexed to this report.

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

A) Conservation of Energy: NIL

B) Technology Absorption: Nil

C) Foreign Exchange earnings and outgo:

Details of foreign exchange earnings and outgo transactions during the current financial year are given below.

18. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE

As on March 31, 2024, the Company had 2 wholly owned subsidiaries.

During the year, company has made disinvestment from one of its subsidiary OPEPL Fresh (P) Ltd.

As per the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Companys subsidiaries and JVs in Form AOC-1 is attached to the financial statements of the Company.

The details regarding contribution of subsidiaries to the overall performance of the Company during the Financial year have been included in Consolidated Financial statements of the Company for the Financial year 2023-24. During the financial year 2023-24 no new company became a subsidiary of the company.

Your Company do not have investment in any Joint Venture Company as on March 31, 2024.

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review. There are no depositors in the company and with reference to proviso to Section 2(viii) of Companies (Acceptance of Deposit) Rules, 2014. However, Company has received loan and advance from related party as mentioned in Note No. 47 of Balance Sheet as on 31st March 2024.

20. CONSTITUTION OF COMMITTTEE - SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment.

The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. CORPORATE SOCIAL REPONSIBILTY (CSR):

Provisions of Corporate Social Responsibility are not applicable to the Company. Accordingly details of activities have not been attached in the format specified in the annexure of Rule 9 of Companies (Corporate

Social Responsibility Policy) Rules, 2014.

22. DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your directors confirm that:

(i) In the preparation of the accounts for the financial year ended 31 March 2023 the applicable Accounting standards have been followed along with proper explanations relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and make judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the said financial year and of the profit and loss of the company for the said financial year.

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The directors have prepared the accounts for the year ended 31 March 2023 on a going concern basis.

(v) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

The Paid-up Share Capital of the company as on 31^st March 2024 is 13,66,22,150 (Thirteen Crore Sixty-Six Lakh Twenty-Two Thousand One Hundred Fifty) divided 1,36,62,215 (One Crore Thirty-Six Lakh Sixty-Two Thousand Two Hundred Fifteen) into Equity shares @10 each.

As on the date of the report, Paid-up Share Capital of the company is Rs. 14,18,30,960 (Fourteen Crore Eighteen Lakh Thirty Thousand Nine Hundred Sixty) divided 1,41,83,096 (One Crore Forty-One Lakh Eighty- Three Thousand Ninety-Six) Equity shares @10 each.

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e. RIGHT SHARES

The company has not allotted shares during the year.

24. AUDIT COMMITTEE

The provision of Section 177 of the Companies Act, 2013 is not applicable to the company.

25. NOMINATION & REMUNERATION COMMITTEE POLICY

The provision of Section 178 of the Companies Act, 2013 is not applicable to the company.

26. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM

As per section 177 of the Companies Act, 2013 and the rules made thereunder, the company is not required to establish the Vigil Mechanism.

27. COST AUDITORS

The Company is not required to appoint the cost Auditor in term of Section 148 of the Companies Act, 2013.

28. SECRETARIAL AUDIT REPORT

Section 204 of the Companies, Act, 2013 regarding Secretarial Audit is not applicable to the company.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS

There are no significant and material orders passed by Regulators/Court/Tribunals against the company.

30. FRAUD REPORTING

During the year under review there is not any fraud reported to the Audit Committee / Board and not to the Central Government.

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

During the year under review no application has been made or no proceeding has been pending under the Insolvency and Bankruptcy Code, 2016.

32. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year under review company has not made any one-time settlement.

33. HUMAN RESOURCES

Company treats its "human resources" as one of its most important assets.

Company continuously invests in attraction, retention and development of talent on an ongoing basis. Team works is the first priority in any project execution. Existence Manpower in the company is a combination of Experienced and Fresher. Company continuously recruiting fresher candidate and giving on Job training at fields through the existing experienced Manpower. Company thrust is on the promotion of talent internally

through job rotation and job enlargement

34. ACKNOWLEDGEMENTS

Your company takes this opportunity to thank all the Shareholders and investors of the company for their continued support. Your directors wish to place on record their appreciation for the co-operation and support received from employees, staff and other people associated with the company and look forward for their rnntinnpri snnnnrt-