The Board of Directors present their 39^th Annual Report of Oasis Securities Limited ("the Company") along with the audited financial statements for the financial year ended March 31, 2026.

FINANCIAL RESULTS

The summary of the financial results of the Company for the year ended March 31, 2026, are as follows:

(Amount in lakhs)

OPERATIONS / STATE OF COMPANY''S AFFAIRS

During the Financial Year 2025-26, the Company continued to operate as a Non-Banking Financial Company - Non-Systemically Important Non-Deposit Taking Company (NBFC-ND), primarily engaged in lending and investment activities. The Company remained focused on prudent credit appraisal, disciplined portfolio management, effective risk mitigation and adherence to the regulatory framework prescribed by the Reserve Bank of India, the Companies Act, 2013 and SEBI regulations.

During the year under review, the Company achieved a Total Income of ^230.75 Lakhs as compared to ^167.27 Lakhs in the previous financial year, registering a robust growth of 37.95%. The growth was primarily driven by a significant increase in Interest Income, which rose to ^176.39 Lakhs from ^80.52 Lakhs in the previous year, reflecting the continued expansion of the Company''s lending operations. The Company also generated Fees and Commission Income of ^11.75 Lakhs, Dividend Income of ^0.70 Lakhs and Other Income of ^17.58 Lakhs during the year.

The Profit Before Tax (PBT) for the year stood at 1121.25 Lakhs as against 1111.73 Lakhs in the previous financial year. After providing for Current Tax of 136.48 Lakhs and recognising Deferred Tax Credit of 116.93 Lakhs, the Company reported a Profit After Tax (PAT) of 1101.70 Lakhs as compared to 186.79 Lakhs in the previous year, representing a growth of 17.18%.

The Company''s financial position remained healthy and resilient throughout the year. The loan portfolio increased from 1824.68 Lakhs as on March 31, 2025 to 1978.91 Lakhs as on March 31, 2026, demonstrating sustained growth in financing activities. The investment portfolio stood at 1393.25 Lakhs as at the close of the financial year. Consequently, total assets increased to 11,447.17 Lakhs from 11,361.86 Lakhs in the previous year.

The Company further strengthened its capital base during the year. Shareholders'' Funds increased from 11,322.02 Lakhs to 11,423.72 Lakhs, primarily due to the retention of profits earned during the year. Other Equity increased from 11,137.02 Lakhs to 11,238.72 Lakhs, while the paid-up equity share capital remained unchanged at 1185.00 Lakhs. The Company continued to maintain adequate liquidity, a comfortable capital position and a strong balance sheet to support its future growth plans and business expansion.

Your Directors are pleased with the overall financial and operational performance of the Company during the year under review. Going forward, the Company shall continue to focus on expanding its lending portfolio, enhancing asset quality, strengthening risk management and internal control systems, maintaining high standards of corporate governance and creating sustainable long-term value for its stakeholders. The Company remains committed to ensuring full compliance with all applicable laws, regulations and regulatory guidelines issued by the Reserve Bank of India, the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

TRANSFER TO STATUTORY RESERVE FUND

Pursuant to Section 134(3)(J) of the Companies Act, 2013 and Section 45-IC (1) of Reserve Bank of India (''RBI'') Act, 1934 non-banking financial companies (“NBFCs”) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend, Accordingly, the Company has transferred amounts in the Reserves

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

After the closure of the financial year, the Company undertook a Rights Issue of Equity Shares to the existing shareholders of the Company. BSE Limited granted its in-principle approval for the proposed Rights Issue and listing of the Equity Shares proposed to be issued on rights basis, subject to compliance with applicable statutory and regulatory requirements.

Pursuant to the Letter of Offer dated June 18, 2026 and the Basis of Allotment approved by BSE Limited, the Rights Issue Committee of the Board, at its meeting held on July 13, 2026,

approved the allotment of 2,77,50,000 fully paid-up Equity Shares of Re. 1/- each at an issue price of ^10/- per Equity Share on a rights basis in the ratio of 3 Rights Equity Shares for every 2 Equity Shares held by the eligible shareholders.

Consequent to the aforesaid allotment, the paid-up equity share capital of the Company increased to ^4,62,50,000 comprising 4,62,50,000 Equity Shares of Re. 1/- each fully paid-up.

DIVIDEND

The Board of your Company decided not to transfer any amount to the General Reserve and retain the entire amount of profit under Retained Earnings. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2026, please refer to the ''Statement of Changes in Equity'' included in the standalone financial statements of this Annual Report.

Additionally, to conserve the resources of the company and requirement of working capital, Directors do not recommend any dividend for the year under consideration.

SHARE CAPITAL

During the Financial year under review, the authorised share capital of the Company stood at Rs. 5,00,00,000/- (Rupees Five Crores only) divided into 5,00,00,000 equity shares of face value of Re. 1/-each. The issued, subscribed and paid-up share capital of the Company stood at Rs.1,85,00,000/-(Rupees One Crore Eighty-Five Lakhs only) divided into 1,85,00,000 equity shares of face value of Re. 1/- each.

During the Financial year under review, the Company did not issue any equity shares, securities or instruments convertible into equity shares. The Company has not issued any sweat equity shares, employee stock options, or equity shares carrying differential rights as to dividend, voting or otherwise.

Further, the Company has not undertaken any buy-back of its equity shares during the year under review.

None of the Directors of the Company holds any securities or instruments convertible into equity shares of the Company as on March 31, 2026.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) there was no dividend which is unclaimed/ unpaid for more than seven years, hence the company is not required to transfer any amount to Investor Education and Protection Fund.

DEMATERIALISATION OF SHARES

The Company''s shares are compulsorily traded on the floor of the stock exchanges in electronic form by all investors. Equity shares of the Company representing 96.62 percent of the Company''s equity share capital are dematerialized as on March 31, 2026. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company''s shares is INE876A01023.

CHANGE IN REGISTERED OFFICE

During the year under review, the Registered Office of the Company was shifted from Raja Bahadur Compound, Building No. 5, 2nd Floor, 43 Tamarind Lane, Fort, Mumbai - 400023 to A-112, 1st Floor, Lodha Supremus, MIDC, Andheri East, Mumbai - 400093. The change was effected to facilitate administrative convenience, operational efficiency and better infrastructure support for the Company''s business operations.

ALTERATION OF ARTICLES OF ASSOCIATION

During the year under review, the Members of the Company, through Postal Ballot, approved certain amendments to the Articles of Association ("AOA") of the Company to align the same with the provisions of the Companies Act, 2013, the Depositories Act, 1996, SEBI Regulations and prevailing corporate governance requirements.

The key amendments approved by the Members, inter alia, included:

• Substitution of Article 13(i) relating to calls on shares, empowering the Board of Directors to make calls on Members in respect of monies unpaid on shares, including share premium, in accordance with the provisions of the Companies Act, 2013;

• Revision of Articles 19 to 22 pertaining to transfer and transmission of shares/securities to incorporate provisions relating to securities held in dematerialised form, recognition of beneficial ownership, transmission of securities and entitlement to rights and benefits arising therefrom;

• Substitution of Articles 23 to 26 to incorporate comprehensive provisions relating to dematerialisation of securities, recognition of beneficial owners, transfer of securities through depositories and applicability of the Depositories Act, 1996 and SEBI Regulations; and

• Other consequential and enabling amendments to harmonise the Articles of Association with the applicable statutory and regulatory framework.

The amended Articles of Association are available on the website of the Company and can be inspected by the Members in accordance with the applicable provisions of law.

DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The company does not have any subsidiary, Associate and Joint venture Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board plays crucial role in overseeing how the management serves the short and long term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board of Directors and keep our governance practices under continuous review.

In accordance with the provisions of Section 152 of the Act read with Articles of Association, Mrs. Priya Sodhani (DIN: 02523843), Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) in accordance with Section 152(6) of the Companies Act, 2013 and she is eligible for re-appointment.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following individuals have been designated as Key Managerial Personnel (KMP) of the Company:

• Mr. Rajesh Kumar Sodhani (DIN: 02516856) - Managing Director

• Mr. Devi Dutt Agarwal (DIN: 10631960) - Whole-Time Director

• Ms. Kirti Mool Chand Jain - Company Secretary and Compliance Officer

Changes after the close of the financial year:

• Mr. Surendra Kumar Joshi was appointed as Chief Financial Officer by the Board with effect from April 10, 2026.

• Mr. Tushar Agarwal was appointed as an Additional Independent Director (Non-Executive) by the Board with effect from May 11, 2026.

• Mr. Manish Bihani resigned from the office of Non-Executive Independent Director of the Company with effect from July 01, 2026.

Necessary resolutions seeking the approval of shareholders for the above-mentioned appointments and reappointments, where applicable, have been included in the notice convening the ensuing

Annual General Meeting. Relevant details of the Directors retiring by rotation and/or seeking appointment/re-appointment, as required under the Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of India (ICSI), are provided in Annexure attached to the Notice of the Annual General Meeting.

It is confirmed that none of the Directors are disqualified or debarred from being appointed or continuing as Directors as per the provisions of the Companies Act, 2013 and the applicable regulations of the Securities and Exchange Board of India (SEBI).

INDEPENDENT DIRECTORS

In compliance of Section 149 of Companies Act, 2013, a separate meeting of Independent Directors was held on February 16, 2026 inter alia, to discuss

a. Review of the performance of Non-Independent Directors and the Board of Directors as a whole.

b. Review of the performance of the Chairman of the Company taking into account the views of the Executive and Non-Executive Directors.

c. Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Attendance of Independent Directors at the meeting held on February 16, 2026 is given hereunder:_

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Independent Directors have also confirmed that they have complied with the Company''s code of conduct prescribed in Schedule IV to the Companies Act, 2013.

It is to be further noted that as per the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (as amended from time to time), every Independent Director appointed in the company required to clear the online proficiency self-assessment test conducted by the institute within a period of two years from the date of inclusion of his/her name in the data bank, failing which, his/her name shall stand removed from the databank of the Institute. In accordance to the said, all the Independent Directors of the company have registered their name as Independent Directors in Database of IICA and shall appear in the online proficiency self-assessment test within the specified period.

NUMBER OF MEETING OF BOARD OF DIRECTORS

The Board Meeting dates are finalized well in advance and communicated to all Directors to facilitate their participation. During the Financial Year under review, Board Meetings were conducted both physically at the Corporate Office of the Company and through Video Conferencing/Other AudioVisual Means, as permitted under the applicable provisions of the Companies Act, 2013. Detailed agenda papers and explanatory notes were circulated sufficiently in advance to enable the Directors to engage in meaningful deliberations and informed decision-making.

In addition to the scheduled meetings, the Board convenes additional meetings as and when necessary to address specific business requirements. In cases of urgency or exigency, resolutions are passed through circulation, in accordance with the applicable provisions.

During the Financial Year, the Company held 07 Board Meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between the two meetings.

AUDIT COMMITTEE

The Committee is governed by, in line with the regulatory requirements mandated by the Companies Act, 2013. The primary objective of the Committee is to monitor and provide an effective supervision of the management''s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting.

The Audit Committee of the Company comprises of 2 (Two) Non-Executive Independent Directors and One Executive Director and is constituted in accordance with the requirements of the Companies Act 2013. All the members of the committee are financially literate and possess thorough knowledge of accounting principles. The board has accepted the recommendations of the Audit Committee.

The composition of the Committee and attendance of the members at the meetings of the Committee is as under:

Subsequent to the close of the financial year under review, pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the applicable Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee of the Board was reconstituted with effect from June 12, 2026. Accordingly, the composition of the Audit Committee as on the date of this Report is as under:

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted and governed in accordance with the provisions of Section 178 of the Companies Act, 2013, the applicable Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee is entrusted with the responsibility of identifying and recommending suitable candidates for appointment to the Board and Senior Management, formulating the criteria for evaluation of Directors, overseeing performance evaluation, and recommending a fair and transparent remuneration policy for Directors, Key Managerial Personnel and Senior Management Personnel.

The Nomination and Remuneration Committee of the Company comprises of 2 (Two) Non-Executive Independent Directors and 1(One) Non-Executive Director and is constituted in accordance with the requirements of the Companies Act 2013. All the members of the Committee possess the requisite knowledge, experience and expertise to effectively discharge the functions entrusted to the Committee. The board has accepted the recommendations of the Nomination and Remuneration Committee.

Subsequent to the close of the financial year under review, pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the applicable Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee of the Board was reconstituted with effect from June 12, 2026. Accordingly, the composition of the Nomination and Remuneration Committee as on the date of this Report is as under:

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee is constituted and governed in accordance with the provisions of Section 178 of the Companies Act, 2013, the applicable Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee is entrusted with the responsibility of considering and resolving the grievances of security holders of the Company, including complaints relating to transfer and transmission of securities, non-receipt of annual reports, issue of duplicate share certificates and other matters concerning investor services. The Committee also oversees and reviews the measures taken for effective redressal of investor grievances and ensures a high standard of investor service and stakeholder satisfaction.

Consequent upon the resignation of Mr. Manish Bihani with effect from July 01, 2026, the Stakeholders'' Relationship Committee was reconstituted in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the composition of the Stakeholders'' Relationship Committee as on the date of this Report is as follows:

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are not applicable to the Company for the financial year under review.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) Mechanism formulated by the Company provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/Chairman of the Audit Committee in exceptional cases. The revised policy is placed on the website of the Company which includes provisions enabling employees to report instances of leak of unpublished price sensitive information as per Regulation 9A(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015. Web link: oasissecurities.in.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, and senior management are placed on the website of the Company i.e. oasissecurities.in.

There has been no change in the policies since the last fiscal year. The Board of Directors affirms that the remuneration paid to the directors is as per the terms laid out in the Remuneration Policy of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates 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;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The Company, being a listed entity, has laid down adequate internal financial controls to be followed by the Company and such internal financial controls were adequate and operating effectively during the financial year.

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

a) Providing assurance regarding the effectiveness and efficiency of operations

b) Efficient use and safe guarding of resources

c) Compliance with policies, procedures and applicable laws and regulations and

d) Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations against budgets on an on-going basis.

The internal auditor also regularly reviews the adequacy of internal financial control system.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Company''s website on www.oasissecurities.in.

AUDITORS

? STATUTORY AUDITOR AND REPORT THEREON

At the 37^th Annual General Meeting held on September 18, 2024, the Members approved appointment of M/s Rajvanshi & Associates, Chartered Accountants, (Firm Registration No. 005069C) as Statutory Auditors of the Company to hold office for a period of five years till the conclusion of Annual General Meeting to be held for the Financial Year 2028-29.

Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter-alia, that their reappointment would be within the limits laid down by the Act, shall be as per the term provided under the Act, and that they are not disqualified for such appointment under the provisions of applicable laws.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.

During the review under Section 143 (12) of the Companies Act, 2013, the statutory auditor has not reported instances of fraud committed against the Company by its officers or employees to the audit committee, the details of which would need to be mentioned in the Board''s report.

? SECRETARIAL AUDITOR AND REPORT THEREON

In terms of the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members of the Company at the 38th Annual General Meeting approved the appointment of M/s ARMS & Associates LLP, Company Secretaries (Firm Registration No. P2011RJ023700), as the Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from FY 2025-26 and ending with FY 2029-30.

M/s ARMS & Associates LLP conducted the Secretarial Audit of the Company for the financial year ended March 31, 2026, and submitted the Secretarial Audit Report in Form MR-3. The Secretarial Audit Report forms part of this Board''s Report as Annexure I.

Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India (“ICSI”) and hold valid certificate issued by the Peer Review Board of ICSI.

There is no adverse remark, qualifications or reservation in the Secretarial Audit Report of the Company.

? INTERNAL AUDITOR AND REPORT THEREON

In accordance with the provisions of section 138 of the Act and rules made thereunder, Company has appointed M/s Bhatter & Company as the Internal Auditors.

The periodic reports of the said Internal Auditors are regularly placed and reviewed by the Audit Committee and Board of Directors. No material adverse observations requiring separate reporting were reported by the Internal Auditor during the year.

During the financial year 2025-2026, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the Company''s business as a Non-Banking Financial Company (NBFC), the particulars relating to conservation of energy and technology absorption are not applicable. However, the Company continues to take appropriate measures to conserve energy across its operations.

There were no foreign exchange earnings or outgo during the year under report.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as Annexure II.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY / JUDICIAL AUTHORITY

The Company has not received any significant and material orders, passed by the regulators and courts or tribunal that materially impacts the ongoing status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Being a Non-Banking Financial Company (NBFC) engaged in the business of lending and investment activities, the provisions of Section 186 of the Companies Act, 2013 relating to loans, guarantees, securities and investments are applicable subject to the exemptions available under Section 186(11) of the Act. The loans granted and investments made during the year were in the ordinary course of the Company''s business. Details of the loans and investments are disclosed in the Financial Statements forming part of this Annual Report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the FY 2025-26 with related parties were on an arm''s length basis and in the ordinary course of business and approved by the Audit Committee and omnibus approval were obtained, where applicable.

During the year under review, there has been no materially significant Related Party Transactions having potential conflict with the interest of the Company. Necessary disclosures required under the AS 24 have been made in the Notes to the Financial Statements for the year ended March 31, 2026.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board''s own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

In order to prevent sexual harassment of women at workplace “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” was notified on December 09, 2013, under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee.

In terms of the provisions of the said Act, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace.

Company has formed an “Internal Complaints Committee” for prevention and redressal of sexual harassment at Workplace. The Committee is having requisite members and is chaired by a senior woman member of the organization. The following is a summary of sexual harassment complaints received and disposed off during the year 2025-26:

LISTING FEES

The Company has paid the listing fees to BSE Ltd. for the year 2026-2027.

DISCLOSURE UNDER THE MATERNITY BENEFIT (AMENDMENT) ACT, 2017

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which ensures maternity benefits to women employees as per applicable law. During the financial year ended March 31, 2026, the provisions of the Act were applicable to the Company; however, no instances arose wherein maternity benefits were availed by any woman employee of the Company.

The Company remains committed to providing a safe, inclusive, and supportive work environment for all employees, in line with applicable laws and best practices.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website. The web link is oasissecurities.in.

MANAGEMENT''S DISCUSSION AND ANALYSIS

In terms of provisions of Regulation 34 of the Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015, the Management''s Discussion and Analysis is set out in this Annual Report as Annexure III.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance is not applicable to the Company.

MAINTENANCE OF COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities of the Company.

COMPLIANCES OF SECRETARIAL STANDARDS

The company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The company has neither made any application nor any application was made against the Company during the financial year 2025-2026.

ACKNOWLEDGMENTS

The Board of Directors places on record its sincere appreciation and gratitude to the Company''s customers, business associates, bankers, auditors and all other stakeholders for their continued trust, support and co-operation extended to the Company throughout the year. The Directors also express their gratitude to the Central and State Governments, regulatory authorities and other statutory bodies for their valuable guidance, support and assistance.

The Board further acknowledges the commitment, dedication and hard work of the employees at all levels, whose efforts have significantly contributed to the growth and success of the Company during the year under review.

The Directors would also like to place on record their heartfelt appreciation to the Members of the Company for their continued confidence in the management and their unwavering support to the Company.

The Board of Directors present their 38^th Annual Report of Oasis Securities Limited ("the Company")
along with the audited financial statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The summary of the financial results of the Company for the year ended March 31, 2025, are as
follows:

(Rs. in Lakhs)

OPERATIONS / STATE OF COMPANY''S AFFAIRS

The previous promoters of the Company, Oasis Securities Ltd., entered into a Share Purchase
Agreement (SPA) with Mr. Rajesh Kumar Sodhani, Ms. Priya Sodhani, and Mr. Gyan Chand Jain for the
sale of 13,06,951 fully paid-up equity shares, constituting 70.65% of the total paid-up share capital
and voting rights of the Company.

In accordance with the terms of the SPA, an application was submitted to the Reserve Bank of India
(RBI), Mumbai Regional Office, seeking approval for the proposed change in control and management
of the Company. The RBI granted its approval vide Letter No. CO.DOS.DSD.No. S1420/02-13-
001/2024-25 dated May 24, 2024.

Following the RBI''s approval, the acquirers proceeded with the Open Offer in compliance with the
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. Upon successful completion of
the Open Offer process, the change in management of the Company was duly implemented.

Further, during the year under review, the Company recorded revenue of Rs. 167.27 Lakhs, as
compared to Rs. 381.25 Lakhs in the previous financial year. After meeting administrative and tax
expenses, the Company reported a net profit of Rs. 86.79 Lakhs, against Rs. 141.51 Lakhs in the
preceding year.

TRANSFER TO STATUTORY RESERVE FUND

During the Period under review, pursuant to Section 134(3)(J) of the Companies Act, 2013 and
Section 45-IC (1) of Reserve Bank of India (''RBI'') Act, 1934 the Company has transferred amounts in
the Reserves

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

There have been no material changes affecting the financial position of the Company, after the closure
of FY 2024-25 till the date of this Report.

DIVIDEND

The Board of your Company decided not to transfer any amount to the General Reserve and retain the
entire amount of profit under Retained Earnings. For complete details on movement in Reserves and
Surplus during the financial year ended March 31, 2025, please refer to the ''Statement of Changes in
Equity'' included in the standalone financial statements of this Annual Report.

Additionally, to conserve the resources of the company and requirement of working capital, Directors
do not recommend any dividend for the year under consideration.

SHARE CAPITAL

During the year under review, the Company undertook a sub-division (stock split) of its equity shares
to improve liquidity, making the shares more affordable for small investors, and to widen the
shareholder base. Pursuant to the approval of the Members, each equity share of face value of Rs. 10/-
(Rupees Ten only) was sub-divided into face value of Re. 1/- (Rupee One only) each.

As on March 31, 2025, the authorised share capital of the Company stood at Rs. 5,00,00,000/- (Rupees
Five Crores only) divided into 5,00,00,000 equity shares of face value of Re. 1/- each. The issued,
subscribed and paid-up share capital of the Company stood at Rs. 1,85,00,000/- (Rupees One Crore
Eighty-Five Lakhs only) divided into 1,85,00,000equity shares of face value of Re. 1/- each.

During FY 2024-25, the Company has not issued any shares, securities / instruments convertible into
equity shares, sweat equity shares and shares with differential voting rights.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board plays crucial role in overseeing how the management serves the short and long term
interests of shareholders and other stakeholders. This belief is reflected in our governance practices,
under which we strive to maintain an effective, informed and independent Board of Directors and
keep our governance practices under continuous review.

As on March 31, 2025 the total Board strength comprises of 6 (Six) including 2 (Two) Executive, 2
(Two) Non-Executive and 2 (Two) Independent Directors:

During the period under review, the following changes have occurred in the constitution of board of
Directors and KMP''s:

In accordance with the provisions of Section 152 of the Act read with Articles of Association, Mr. Gyan
Chand Jain (DIN: 01220412), Director of the Company, retires by rotation at the ensuing Annual
General Meeting (AGM) in accordance with Section 152(6) of the Companies Act, 2013 and he is
eligible for re-appointment.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following individuals have
been designated as Key Managerial Personnel (KMP) of the Company:

• Mr. Rajesh Kumar Sodhani (DIN: 02516856) - Managing Director

• Mr. Devi Dutt Agarwal (DIN: 10631960) - Whole-Time Director and Chief Financial Officer

• Ms. Kirti Mool Chand Jain - Company Secretary and Compliance Officer

INDEPENDENT DIRECTORS

In compliance of Section 149 of Companies Act, 2013, a separate meeting of Independent Directors
was held on February 15, 2025 inter alia, to discuss

a. Review of the performance of Non-Independent Directors and the Board of Directors as a whole.

b. Review of the performance of the Chairman of the Company taking into account the views of the
Executive and Non-Executive Directors.

c. Assess the quality, content and timeliness of flow of information between the management and
the Board that is necessary for the Board to effectively and reasonably perform their duties.

Attendance of Independent Directors at the meeting held on February 15, 2025 is given
hereunder:

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet
the criteria of independence as prescribed under the provisions of the Act, read with the Schedules
and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for
the time being in force). The Independent Directors have also confirmed that they have complied with
the Company''s code of conduct prescribed in Schedule IV to the Companies Act, 2013.

It is to be further noted that and per the provisions of Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 (as amended from time to time), every Independent Director
appointed in the company required to clear the online proficiency self-assessment test conducted by
the institute within a period of two years from the date of inclusion of his/her name in the data bank,
failing which, his/her name shall stand removed from the databank of the Institute. In accordance to
the said, all the Independent Directors of the company have registered their name as Independent

Directors in Database of IICA and shall appear in the online proficiency self-assessment test within the
specified period.

NUMBER OF MEETING OF BOARD OF DIRECTORS

During the Financial Year, the Company held 08 board meetings of the Board of Directors as per
Section 173 of Companies Act, 2013 which is summarized below. The provisions of the Companies
Act, 2013 were adhered to while considering the time gap between the two meetings.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of 2 (Two) Non-Executive Independent Directors and
One Executive Director and is constituted in accordance with the requirements of the Companies Act
2013. All the members of the committee are financially literate and possess thorough knowledge of
accounting principles. The board has accepted the recommendations of the Audit Committee.

The composition of the Committee and attendance of the members at the meetings of the Committee
is as under:

Further, pursuant to the change in the composition of the Board of Directors, the Audit Committee has
been reconstituted in compliance with the provisions of the Companies Act, 2013. The revised
composition of the Committee and the attendance of its members at the meetings are as follows:

Furthermore, due to the resignation of Mr. Dinesh Kumar Bhattar, the Committee was reconstituted.
The composition of the Audit Committee as on March 31, 2025, is as follows:

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company comprises of 3 (Three) Non-Executive
Independent Directors and is constituted in accordance with the requirements of the Companies Act
2013. All the members of the committee are financially literate and possess thorough knowledge of
accounting principles. The board has accepted the recommendations of the Nomination and
Remuneration Committee.

The composition of the Committee and attendance of the members at the meetings of the Committee
is as under:

Further, pursuant to the change in the composition of the Board of Directors, the Nomination and
Remuneration Committee has been reconstituted in compliance with the provisions of the Companies
Act, 2013. The revised composition of the Committee and the attendance of its members at the
meetings are as follows:

Furthermore, due to the resignation of Mr. Dinesh Kumar Bhattar, the Committee was reconstituted.
The composition of the Nomination and Remuneration Committee as on March 31, 2025, is as follows:

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Company comprises of 3 (Three) Directors. The
composition of the Committee and attendance of the members at the meetings of the Committee is as

nnrlpr''

Further, pursuant to the change in the composition of the Board of Directors, the Stakeholder
Relationship Committee has been reconstituted. The revised composition of the Committee and the
attendance of its members at the meetings are as follows:

Furthermore, due to the resignation of Mr. Dinesh Kumar Bhattar, the Committee was reconstituted.
The composition of the Committee as on March 31, 2025 and attendance of the members at the
meetings of the Committee is as under:

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility
(CSR) are not applicable to the Company for the financial year under review.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of
business operations. To maintain these standards, the Company encourages its employees who have
concerns about suspected misconduct to come forward and express these concerns without fear of
punishment or unfair treatment. A Vigil (Whistle Blower) Mechanism formulated by the Company
provides a channel to the employees and Directors to report to the management concerns about
unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy. The
mechanism provides for adequate safeguards against victimization of employees and Directors to
avail of the mechanism and also provide for direct access to the Managing Director/Chairman of the
Audit Committee in exceptional cases. The revised policy is placed on the website of the Company
which includes provisions enabling employees to report instances of leak of unpublished price
sensitive information as per Reg.9A, Sub Reg.6 of SEBI (Prohibition of Insider Trading) Regulations,
2015. Web link: www.oasiscaps.com.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND CRITERIA FOR
INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of
candidates for appointment as directors, independent directors, and senior management are placed on
the website of the Company i.e. www.oasiscaps.com.

There has been no change in the policies since the last fiscal year.

The Board of Directors affirms that the remuneration paid to the directors is as per the terms laid out
in the Remuneration Policy of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company
confirms that-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made
judgments and estimates 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;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) Company being unlisted sub clause (e) of section 134(5) is not applicable.

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls commensurate with its
nature and size of business and meets the following objectives:

a) Providing assurance regarding the effectiveness and efficiency of operations

b) Efficient use and safe guarding of resources

c) Compliance with policies, procedures and applicable laws and regulations and

d) Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations against budgets
on an on-going basis.

The internal auditor also regularly reviews the adequacy of internal financial control system.

DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The company does not have any subsidiary, Associate and Joint venture Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,
2025 is available on the Company''s website on www.oasiscaps.com.

AUDITORS

? STATUTORY AUDITOR AND REPORT THEREON

At the 37^th Annual General Meeting held on September 18, 2024, the Members approved appointment
of M/s Rajvanshi & Associates, Chartered Accountants, (FRN: 005069C) as Statutory Auditors of the
Company to hold office for a period of five years from the conclusion of this Annual General Meeting
till the conclusion of Annual General Meeting to be held for the Financial Year 2028-29.

Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there
under, the Company has received certificate from the Auditors to the effect, inter-alia, that their re¬
appointment would be within the limits laid down by the Act, shall be as per the term provided under
the Act, that they are not disqualified for such appointment under the provisions of applicable laws.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of
the Auditors in their Audit Reports that may call for any explanation from the Directors.

During the review under Section 143 (12) of the Companies Act, 2013, the statutory auditor has not
reported instances of fraud committed against the Company by its officers or employees to the audit
committee, the details of which would need to be mentioned in the Board''s report.

? SECRETARIAL AUDITOR AND REPORT THEREON

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the Board had
appointed M/s ARMS & Associates LLP, Company Secretaries, as Secretarial Auditor to undertake the
Secretarial Audit of the Company for the FY 2024-25.

Further, pursuant to the provisions of Regulation 24A of the Listing Regulations and in accordance
with Section 204 of the Act, basis recommendation of the Board, the Company is required to appoint
Secretarial Auditor, with the approval of the Members at its AGM.

In light of the aforesaid, the Board of the Company has recommended the appointment of M/s ARMS &
Associates LLP, Company Secretaries (Firm Registration Number P2011RJ023700) as the Secretarial
Auditor of the Company for a period of 5 (five) consecutive financial years i.e. from FY 2025-26 up to
FY 2029-30, subject to approval of the Members at the ensuing AGM of the Company, to undertake
Secretarial Audit as required under the Act and Listing Regulations and issue the necessary
Secretarial Audit Report for the aforesaid period.

Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer Review
process by the Institute of Company Secretaries of India (“ICSI”) and hold valid certificate issued by
the Peer Review Board of ICSI.

The Secretarial Audit Report of the Company issued by the Secretarial Auditor has been appended as
Annexure I to this Board''s Report.

There is no adverse remark, qualifications or reservation in the Secretarial Audit Report of the
Company.

? INTERNAL AUDITOR AND REPORT THEREON

The Board at its Meeting held on November 06, 2024 had appointed M/s Bhatter & Company as the
Internal Auditors of the Company.

The periodic reports of the said Internal Auditors are regularly placed and reviewed by the Audit
Committee and Board of Directors. The periodic Internal Audit Report received for the financial Year
2024-2025 is free from any qualification, further the notes on accounts are self-explanatory and the
observations were looked into by the management.

During the financial year 2024-2025, no fraud was reported by the Internal Auditor of the Company in
their Audit Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO

In view of the nature of the Company''s business as a Non-Banking Financial Company (NBFC), the
particulars relating to conservation of energy and technology absorption are not applicable. However,
the Company continues to take appropriate measures to conserve energy across its operations."

There were no foreign exchange earnings or outgo during the year under report.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as
Annexure II.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY / JUDICIAL AUTHORITY

The Company has not received any significant and material orders, passed by the regulators and
courts or tribunal that materially impacts the ongoing status of the Company and its future
operations.

PARTICULARS OF LOANS, GUARANT EES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments pursuant to the provisions
of the Section 186 of the Companies Act, 2013 during the year under report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for
reviewing the risk management plan and ensuring its effectiveness. The audit committee has
additional oversight in the area of financial risks and controls. Major risks identified by the businesses
and functions are systematically addressed through mitigating actions on a continuing basis.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the FY 2024-25 with
related parties were on an arm''s length basis and in the ordinary course of business and approved by
the Audit Committee and omnibus approval were obtained, where applicable.

During the year under review, there has been no materially significant Related Party Transactions
having potential conflict with the interest of the Company. Necessary disclosures required under the
AS 18 have been made in the Notes to the Financial Statements for the year ended March 31, 2025.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board''s own performance, Board committees and individual directors was
carried out pursuant to the provisions of the Act in the following manner:

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE

In order to prevent sexual harassment of women at workplace “The Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013” was notified on December 09, 2013,
under the said Act, every Company is required to set up an Internal Complaints Committee to look
into complaints relating to sexual harassment at workplace of any women employee.

In terms of the provisions of the said Act, the Company has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at the Workplace.

Company has formed an “Internal Complaints Committee” for prevention and redressal of sexual
harassment at Workplace. The Committee is having requisite members and is chaired by a senior
woman member of the organization. The following is a summary of sexual harassment complaints
received and disposed off during the year 2024-25:

LISTING FEES

The Company has paid the listing fees to BSE Ltd. for the year 2025-2026.

DISCLOSURE UNDER THE MATERNITY BENEFIT (AMENDMENT) ACT. 2017

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which ensures
maternity benefits to women employees as per applicable law. During the financial year ended March
31, 2025, the provisions of the Act were applicable to the Company; however, no instances arose
wherein maternity benefits were availed by any woman employee of the Company.

The Company remains committed to providing a safe, inclusive, and supportive work environment for
all employees, in line with applicable laws and best practices.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating,
Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulation, 2015 and is available on our website. The web link is
www.oasiscaps.com.

MANAGEMENT''S DISCUSSION AND ANALYSIS

The shareholders are advised to refer to the separate section on the Management Discussion and
Analysis in this Report as Annexure III.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate

Governance is not applicable to the Company.

MAINTENANCE OF COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of
Section 148(1) of the Companies Act, 2013 are not applicable to the business activities of the
Company.

COMPLIANCES OF SECRETARIAL STANDARDS

The company has devised proper systems to ensure compliance with the provisions of all applicable
secretarial standards issued by the Institute of Company Secretaries of India and that such systems
are adequate and operating effectively.

ACKNOWLEDGMENTS

The directors express their earnest gratitude to all the customers, business partners, bankers, and
auditors for their continued support and association with the Company. We also wish to thank the
Government and all statutory authorities for their unwavering support and co-operation and place on
record our appreciation of the dedication and hard work of the employees, individually and
collectively, in the overall progress of the Company during the year.

The directors would like to particularly thank and place on record their gratitude to all the members
of the Company for their faith in the management and continued affiliation with the Company.

By Order of the Board of Directors
for Oasis Securities Limited

Rajesh Kumar Sodhani Devi Dutt Agarwal

Managing Director Whole Time Director and CFO

DIN:02516856 DIN:10631960

Jaipur, June 30, 2025

Registered Office:

Raja Bahadur Compound Bldg No 5 2^nd Floor 43 Tamarind Lane, Mumbai-400023 Maharashtra
Tel.: 91-9257056969; Email: [email protected]; Website: www.oasiscaps.com;

CIN: L51900MH1986PLC041499

The Directors present herewith their 37^th Annual Report together with the Audited Statements for the year ended on March 31, 2024.

FINANCIAL RESULTS

The financial results of the Company are summarized asunder:

(Rs. in lacs)

OPERATIONS / STATE OF COMPANY''S AFFAIRS

During the year under review, Company has booked revenue of Rs. 381.25 Lakhs as compared to Rs. 123.56 Lakhs in the preceding financial year. Further after meeting administrative and tax expenses Company has booked Net Profit of Rs. 141.51 Lakhs as compared to the Net Loss of Rs.41.7 Lakhs in the preceding financial year.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

Open Offer & Change in Promoters & Control of Management:

As reported last year, Promoters of the Company (Oasis Securities Ltd.) had entered into Share Purchase Agreement (SPA) on May 15, 2023 with Mr. Rajesh Kumar Sodhani, Ms. Priya Sodhani and Mr. Gyan Chand Jain for sale of 13,06,951 fully paid up Equity and voting share Capital of the Company (representing 70.65% of the total paid up share capital).

On the application of the company Reserve Bank of India (RBI) has approved the transfer of 70.65% shareholding (control) to the acquirers and change in management. After the approval of the RBI Open Offer was made the acquirers as per SEBI regulations and the management change process was completed.

DIVIDEND & TRANSFER TO RESERVES

In order to conserve resources, the Directors do not recommend any dividend for the Financial Year 2023-2024. No amount of profit was transferred to any Reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

After the closure of the financial year 2023-24 following changes has been occurred in the board of Directors and KMP''s:

Composition of the Board of Directors and KMP as on August 05, 2024 is as following:

In accordance with the provisions of Section 152 of the Act read with Articles of Association, Mrs. Priya Sodhani (DIN: 02523843), Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) in accordance with Section 152(6) of the Companies Act, 2013 and he is eligible for re-appointment.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company:

Mr. Rajesh Kumar Sodhani (DIN: 02516856)- Managing Director; Mr. Devi Dutt Agarwal (DIN: 10631960) Whole Time Director; Ms. Kirti Jain- Company Secretary.

INDEPENDENT DIRECTORS

Mr. Dinesh Kumar Bhattar (DIN: 03377478) and Mrs. Meenu Kabra (DIN: 03377478) are independent directors of the Company they have submitted declarations that each of them meet the criteria of independence as provided in sub Section (6) of Section 149 of the Companies Act, 2013. There has been no change in the circumstances which may affect their status as an independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

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.

MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES THEREOF

08 meetings of the Board of Directors were held during the year 2023-24 i.e., on 18.04.2023, 15.05.2023, 25.05.2023, 11.08.2023, 13.10.2023, 07.11.2023, 18.01.2024 & 24.01.2024.

The Committees of the Board have been constituted/ reconstituted in accordance with the provisions of the Companies Act, 2013. Currently, the Board has the following Committees:

(1) Audit Committee consists of three Directors namely Mr. Dinesh Kumar Bhattar (DIN: 03377478), Independent Director, Ms. Meenu Kabra (DIN: 10269674) Independent Director and Mr. Devi Dutt Agrawal (DIN: 10631960) Whole Time Director.

04 meetings of the Audit Committee were held during the year 2023-24 i.e., on 25.05.2023, 11.08.2023, 07.11.2023 & 24.01.2024.

(2) Nomination & Remuneration Committee consists of three Directors namely Mr. Dinesh Kumar Bhattar (DIN: 03377478) Independent Director, Ms. Meenu Kabra (DIN: 10269674) Independent Director and Mr. Gyan Chand Jain (DIN: 01220412) Non-Executive Director.

02 meetings of the Nomination & Remuneration Committee were held during the year 2023-24 i.e., on 25.05.2023 & 18.01.2024.

(3) Stakeholder Relationship Committee consists of three Directors namely Mr. Dinesh Kumar Bhattar (DIN: 03377478) Independent Director, Ms. Meenu Kabra (DIN: 10269674) Independent Director, Mr. Gyan Chand Jain (DIN: 01220412) Non-Executive Director and Mr. Rajesh Kumar Sodhani (DIN: 02516856) Managing Director.

01 meetings of the Stakeholder Relationship Committee was held during the year 30.03.2024.

(4) No meeting of the Finance Committee held during the year 2023-24.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act, 2013 with regard to Corporate Social Responsibility are not applicable to the company.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) Mechanism formulated by the Company provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/Chairman of the Audit Committee in exceptional cases. The revised policy is placed on the website of the Company which includes provisions enabling employees to report instances of leak of unpublished price sensitive information as per Reg.9A, Sub Reg.6 of SEBI (Prohibition of Insider Trading) Regulations, 2015. Web link: https://www.oasiscaps.com/coc.php

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, and senior management are placed on the website of the Company. Web link: https://www.oasiscaps.com/coc.php

There has been no change in the policies since the last fiscal year.

The Board of Directors affirms that the remuneration paid to the directors is as per the terms laid out in the Remuneration Policy of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates 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;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

a) Providing assurance regarding the effectiveness and efficiency of operations

b) Efficient use and safe guarding of resources

c) Compliance with policies, procedures and applicable laws and regulations and

d) Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations against budgets on an on-going basis.

The internal auditor also regularly reviews the adequacy of internal financial control system.

DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company does not have any subsidiaries / joint ventures / associates.

ANNUAL RETURN

As provided under sub Section (3) of Section 92 and 134(3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, the annual return of the Company is uploaded on the website of the Company at Web link: http://www.oasiscaps.com/annual_reports.php

AUDITORS AND THEIR REPORT

Pursuant to Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the term of appointment of M/s. A.V. Arolkar & Co., Chartered Accountants, Mumbai, (FRN No. 100542W) as Statutory Auditors of the Company expires at the conclusion of the ensuing 37^th Annual General Meeting (AGM) of the Company.

The auditors'' report on the financial year 2023-24 does not contain any qualifications, reservations or adverse remarks in their report.

The Board hereby proposes to appoint M/s Rajvanshi & Associates (FRN: 005069C), Chartered Accountant as statutory auditors of the company to hold office from the conclusion of this ensuing Annual General Meeting to be held for the financial year 2024-25 till the conclusion of the AGM to be held in the FY 2028-29.

Company has received certificate from the proposed Auditor to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws.

SECRETARIAL AUDIT AND THEIR REPORT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 202324 and their Report is attached here to as Annexure I.

The Report of the Secretarial Auditor does not contain any qualifications or any adverse remarks. INTERNAL AUDITOR

In accordance with the provisions of section 138 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company has appointed M/s Bhatter & Co., Chartered Accountants (FRN: 131092W) as Internal Auditors of the Company for the financial year 2023-24.

The Internal Audit Report was received quarterly by the Company and the same were reviewed and approved by the Audit Committee and Board of Directors. The quarterly Internal Audit Report received for the financial Year 2023-24 is free from any qualification, further the notes on accounts are self-explanatory and the observations were looked into by the management.

During the financial year 2023-2024, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

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

In view of nature of business of the Company, particulars regarding conservation of energy and technology absorption are not given. However, the Company has taken various measures to conserve energy at all levels.

There were no foreign exchange earnings or outgo during the year under report.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as Annexure II.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public during the year.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY / JUDICIAL AUTHORITY

No significant or material orders were passed by any regulator or court that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments pursuant to the provisions of the Section 186 of the Companies Act, 2013 during the year under report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure III.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board’s own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the year under report.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2024-2025.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website. The web link is www.oasiscaps.com/policies.php

MANAGEMENT''S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s discussion and analysis is set out in this Annual Report as Annexure IV.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance is not mandatory to the Company.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is not applicable to the company.

COMPLIANCES OF SECRETARIAL STANADARD

The company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

APPRECIATION:

The Board of Directors are thankful to its Bankers and Institutions for the support and financial assistance from time to time.

Your directors are pleased to place on record their sincere appreciation to all the employees of the Company whose untiring efforts have made achieving its goal possible. Your Directors wish to thank the Central and State Governments, customers, suppliers, business associates, shareholders for their continued support and for the faith reposed in your Company.

For and on behalf of the Board OASIS SECURITIES LIMITED

Digitally signed by DEVI

Digitally signed by RAJESH ^{DEVI DUIT} DUTT AGARWAL

^{RAJESH KUMAR} KUMAR SODHANI Date: 2024.08.22

SODHANI Date: 2024.08.22 18:36:40 ^\^J^\RVV^\L 1837^1 05''30''

RAJESH KUMAR SODHANI DEVI DUTT AGARWAL

Managing Director Whole Time Director

DIN:02516856 DIN:10631960

Place: Jaipur Date: 22/08/2024

Dear Members,

Your Directors present before you the Twenty-Eighth Annual Report and the Audited Accounts for the year ended 31st March, 2015.

Financial Results (Rs. in Lakhs)

Year ended Year ended

31.03.2015 31.03.2014

Sales and Other Income 717.16 2,335.35

Profit/ (loss) before Depreciation and Tax 4.80 21.61

Depreciation 0.22 0.01

Profit / (Loss) before Tax 4.58 21.60

Tax Expenses 0.93 4.13

Profit after taxation 3.65 17.47

REVIEW OF OPERATIONS

Economic conditions during the past year were surprisingly weaker compared to expectations. Despite that, the company was able to squeeze out better performance in its margins. Although turnover has fallen, due to fewer trading opportunities, the operating profits did not drop as much. In fact, profits would have been lower only by 16% had it not been for the provisions for bad loans. We continue to be optimistic for the future, pinning our hopes for economic recovery on the new Central Government. A wave of reforms will bring with it significant business opportunities, of which the financial services sector will be a major beneficiary.

TRANSFER TO GENERAL RESERVES

There was no transfer to General Reserves. The accumulated profit has been retained in the Profit and Loss Account, which forms a part of the total Reserves and Surplus.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report.

DIVIDEND

With a view to conserve resources and to be prepared for financial opportunities, your Directors do not recommend any dividend for the Financial Year 2014-15.

INFORMATION IN ACCORDANCE WITH SECTION 134 (3) OF THE ACT READ WITH COMPANIES (ACCOUNTS) RULES, 2014:

In view of the nature of activities of the Company, the particulars regarding conservation of energy and technology absorption are not given. There was no foreign exchange earnings and outgo during the year under report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other board business.

During the year, eleven Board meetings were convened and held. The maximum interval between the meetings did not exceed the period prescribed under the Companies Act, 2013 and Listing Agreement.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Anil Kumar Bagri (DIN No. 00014338), Director of the company retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Ms. Smita Naresh Pachisia (DIN 07141023) has been appointed as an Additional Director with effect from 31st March, 2015 by the Board of Directors of the Company and Independent Director in compliance with Section 149 of the Companies Act, 2013. By virtue of Section 161(1) of the Companies Act, 2013 she would hold office upto the date of the ensuing Annual General Meeting.

Necessary resolution seeking approval of members for her appointment has been incorporated in the Notice of the ensuing Annual General Meeting of the company along with brief details about her. The Company has received notice under Section 160 of the Act along with the requisite deposit proposing her appointment.

Mr. Naresh Pachisia (DIN: 00015207), ceased to be the Director of the Company with effect from 31st March, 2015. The Board placed on record the sincere appreciation of the valuable advice rendered by him during his tenure as Director of the company.

Pursuant to the provisions of Section 203 of the Act, 2013, the Company appointed the following persons as Key Managerial Personnel effective from 15th December, 2014:

Mr. Indra Kumar Bagri - Chief Executive Officer

Mr. Narendra Kumar Thanvi - Chief Financial Officer

Ms. Kirti Mool Chand Jain - Company Secretary

DECLARATION FROM INDEPENDENT DIRECTORS

Mr. Vimal Damani (DIN: 00014486) and Mrs. Smita Naresh Pachisia (DIN 07141023) who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board has constituted/ reconstituted Committees. Currently the Board has the following Committees:

Audit Committee

Nomination & Remuneration Committee Share Transfer & Grievance Committee

AUDIT COMMITTEE OF BOARD OF DIRECTORS

The Audit committee of the Board of directors of the Company consists of Mr. Vimal Damani, Ms. Smita Pachisia and Mr. Anil Kumar Bagri as members.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company in compliance with Section 178 of the Companies Act, 2013.

As per the policy, the Nomination and Remuneration Committee recommend to the Board appointment, re-appointment of Directors, and Key Managerial Personnel and determination, fixation and revision of their remuneration and is approved by the Board of Directors, subject to the approval of shareholders, wherever necessary.

The objective and broad framework of the Company's Remuneration Policy is to consider and determine the remuneration, based on the performance and growth of the company, the current trends in the industry, the experience of the appointee, their past performances and other relevant factors.

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a mechanism ("Vigil Mechanism") for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management as adopted by the Board of Directors are placed on the website of the Company and are annexed as Annexure I & II to this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act.

The annual evaluation was carried out in following manner:

Sr. Performance evaluation of Performance evaluation performed No by

1 Board and individual Board seeking inputs from all the directors Directors.

2 Individual directors Nomination and Remuneration Committee

3 Non-independent directors; Separate meeting of Independent the Board as a whole and Directors,taking into account of the Chairman the views of executive directors and non-executive directors

4 Board, its committees and Board meeting held after the individual directors meeting of the Independent Directors, based on evaluation exercise carried out above.

Criteria for performance evaluation was as follows:

Sr. Performance Criteria No evaluation of

1 Board Board composition and structure; effectiveness of Board processes, information and functioning etc

2 Directors Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the Chairperson was also evaluated on the key aspects of his/her role.

DIRECTORS RESPONSIBILTY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013

i. in the preparation of the annual financial statements for year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. such accounting policies have been selected and applied them consistently and made judgments and estimates 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 on 31st March, 2015 and of the profit of the Company for the year ended on that date;

iii. that proper and sufficient care have 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 financial statements have been prepared on a 'going concern' basis;

v. that proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

* Providing assurance regarding the effectiveness and efficiency of operations

* Efficient use and safeguarding of resources

* Compliance with policies, procedures and applicable laws and regulations and

* Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

The internal auditor also regularly reviews the adequacy of internal financial control system.

Associate Company:

During the year under report, Azure Capital Advisors Pvt. Ltd., Bengaluru has become the Associate Company by virtue of Section 2(6) of the Companies Act, 2013.There has been no change in the nature of the business of the associate company. It is the business of managing real estate funds since November 2010. Its performance for the last year is given below:

Azure Capital Advisors Pvt. Ltd.

Turnover witnessed a sharp drop from Rs. 173 lakhs to Rs. 104 lakhs. The extensive cost-cutting measures, however, paid off, and along with a sharp drop in finance costs, resulted in the company swinging from a loss of Rs. 36 lakhs in the previous year to a profit of Rs. 19 lakhs in the last financial year. The average AUM of Azure increased to Rs. 43 crores from Rs. 41 crores in the previous financial year. The life of the fund is till October 2016, with an option to extend it further by one year.

Extract of Annual Return

As provided under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the directors' report as Annexure III.

Auditors

M/s Aalok Mehta & Co, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for re-appointment. M/s Aalok Mehta & Co, Chartered Accountants, the existing auditors have furnished a certificate, confirming that if reappointed for the financial year 2015-2016 their reappointment will be in accordance with Section 139 read with section 141 of the Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Shalini Hegde & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2014-2015. The Secretarial Auditors' Report is annexed as Annexure IV.

AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT

The auditor's report and secretarial auditor's report does not contain any qualifications, reservations or adverse remarks.

As regards remarks of the secretarial auditors, the company has filed with the Registrar of Companies the Form MGT-14 in respect of resolution passed by the Board on 17.03.2015 for borrowing.

INFORMATION IN ACCORDANCE WITH SECTION 134(3) OF THE ACT READ WITH COMPANIES (ACCOUNTS) RULES, 2014:

In view of the nature of activities of the Company, the particulars regarding conservation of energy and technology absorption are not given. There was no foreign exchange earnings and outgo during the year under report.

PARTICULARS OF EMPLOYEES

The company does not have any employee whose information is required to be given under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

There are no significant or material orders passed by any regulator or court that would impact the going concern status of the Company and its future operations.

SAFETY, ENVIRONMENT AND HEALTH:

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety and environment.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure V.

CORPORATE GOVERNANCE REPORT

As per SEBI's circular no. CIR/CFD/POLICYCELL/7/2014 dated September 15, 2014, the revised clause 49 is not mandatory to the Company.

ACKNOWLEDGEMENT

The directors thank the Company's employees, customers, vendors, investors and academic institutions for their continuous support.

The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments/agencies for their co-operation.

The directors appreciate and value the contributions made by every member of the OSL family.

For and on behalf of the Board

Indra Kumar Bagri Chairman & CEO Place: Mumbai Date: May 29, 2015

To All the Members

The Directors present before you the Twenty-Seventh Annual Report and the Audited Accounts for the year ended 31st March, 2014.

Financial Results

(Rs. in Lakhs)

Year ended Year ended 31.03.2014 31.03.2013

Sales and Other Income 2335.35 914.67

Profit/ (loss) before Depreciation and Tax 21,60 (33.47)

Depreciation 0.01 -

Profit/(Loss) before Tax 21.59 (33.47)

Tax Expenses 4,13 -

Profit after taxation 17.47 (33.47)

Operations:

Despite tough operating conditions, your company managed to recover part of its losses of the prior year. We are optimistic of taking the company back on the path of consistent profitability.

Future Prospects:

The new government heralds the dawn of a new era of governance in this country. The stock markets have already given a resounding round of applause, and we expect the general business conditions of the economy to follow suit. We look forward to better times ahead.

Particulars under Section 217(l)(e) of the Companies Act, 1956

In view of the nature of activities of the Company, the particulars under section 217(lXe) of the Companies Act, 1956 regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earnings and outgo during the year under report.

Listing

The shares of the Company are listed on Bombay Stock Exchange Limited. The Listing Fees for the Year 2014-15 have been paid.

Directors

Mr. Indra Kumar Bagri ((holding DIN: 00014384), Director of the company would retire by rotation at the ensuing Annual General Meeting of the company and is eligible for re-appointment.

Deposits

The Company has not invited any deposits from the public.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) Such accounting policies have been selected which have been applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at the end of the financial year and of the Profit or Loss for that period;

iii) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken;

iv) The Annual Accounts have been prepared on a going concern basis.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of

Employees) Rules, 1975.

Compliance Certificate:

A Compliance Certificate from a secretary in whole-time practice under section 383A of the Companies Act. 1956 in respect of the financial year ended on March 31,2014 is attached hereto.

Auditors

You are requested to appoint Auditors and fix their remuneration.

Personnel

Your Company has received the full co-operation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come. -

Acknowledgements

The Board of Directors wishes to thank their Clients, Institutions, Shareholders and the Bankers of the Company for their support and co-operation.

For and on behalf of the Board

Place: Mumbai

Date: June 30,2014 Sd/-

India Kumar Bagri Chairman

To All the Members

The Directors present before you the Twenty-Sixth Annual Report and the year ended 31st March,2013.

Financial Results

(Rs. in Lakhs)

Year ended Year ended 31.03,2013 31.03.2012

Sales and Other Income 914.67 130.87

Profit/ (loss) before Depreciation and Tax (33,47) 6.22

Depreciation - -

Profit / (Loss) before Tax (33-47) 6.22

Provision for Tax - -

Profit after taxation (33.47) 4.58

Transfer to Statutory Reserves (RBI Act) - 0.79

Provision for Deferred Tax - 3.79

Profit transferred to Balance Sheet - 3.79

Operations:

Despite the utmost of care, the volatile markets did manage to hurt our bottoming. We are hope profit that we will recover from it, but the markets continue to be extremely challenging and the business environment continues to be very grim.

Future Prospects: .

The present economic scenario demands that we focus more on capital preservation than on growth, which is what we are doing at the moment. We believe that an opportunity for growth will arrive once again in the not-so-distant future. Till then, we continue to watch the scenario careful.;.

Particulars under Section 217(l)(e) of the Companies Act, 1956

In view of the nature of activities of the Company, the particulars under section 21/(1 hits of the Companies Act, 1956 regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earnings and outgo during the year under report.

The shares of the Company are listed on Bombay Stock Exchange Limited. The Listing Fee; for the Year 2013-14 have been paid.

Directors

Mr. Anil Bagri, Director of the company would retire by rotation at the ensuing Annual General

Meeting of the company and is eligible for re-appointment.

Deposits .

The Company has not invited any deposits from the public.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

i) In the preparation of the annual accounts, the applicable accounting stand aids have been followed;

ii) Such accounting policies have been selected which have been applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at the end of the financial year and of the Profit or Loss for that period; _

iii) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken,

iv) The Annual Accounts have been prepared on a going concern basis.

Particulars of Employees .

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Compliance Certificate:

A Compliance Certificate from a secretary in whole-time practice under section 383A of the Companies Act. 1956 in respect of the financial year ended on March 31, 2013 is attached hereto.

Auditors

M/s. Bhupendra Shah and Associates, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting, and arc eligible for re- appointment.

You are requested to appoint Auditors and fix their remuneration.

Personnel

Your Company has received the full co-operation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come.

Acknowledgements

The Board of Directors wishes to thank their Clients, Institutions, Shareholders and the Bankers of the Company for their support and co-operation.

For and on behalf of the Board

Mumbai

May 30,2013 sd/-

India Kumar Bagri

Chairman

To All the Members

The Directors present before you the Twenty-Fifth Annual Report and the Audited Accounts for the year ended 31st March, 2012.

Financial Results

(Rs. in Lakhs)

Year ended Year ended 31.03.2012 31.03.2011

Sales and Other Income 130.87 421.94

Profit before Depreciation and Tax 6.22 165.85

Depreciation - -

Profit / (Loss)before Tax 6.22 165.85

Provision for Tax 1.64 31.77

Profit after taxation 4.58 134.08

Transfer to Statutory Reserves (RBI Act) 0.79 26.81

Provision for Deferred tax 3.79 2.56

Profit transferred to Balance Sheet 3.79 109.83

Operations:

Your Company is now focusing on its NBFC activities. Given the tough economic scenario, there is a lot of demand for debt. Care, however, has to be taken about the quality of the lender, for even banks are suffering from a substantial increase in non-performing assets.

Future Prospects:

As mentioned above, your Company is now focusing on its NBFC activities and looking for avenues for further growth in this area. The economic scenario continues to be grim with no respite in sight. It is important, therefore, to proceed with caution, and your company shall take full care on this front.

Particulars under Section 217(l)(e) of the Companies Act, 1956

In view of the nature of activities of the Company, the particulars under section 217(l)(e) of the Companies Act, 1956 regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earning and outgo during the year under report.

Listing

The shares of the Company are listed on Bombay Stock Exchange Limited. The Listing Fees for the Year 2012-13 have been paid.

Directors

Mr. Naresh Pachisia, Director of the company would retire by rotation at the ensuing Annual General Meeting of the company and is eligible for re-appointment.

Deposits

The Company has not invited any deposits from the public.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) Such accounting policies have been selected which have been applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at the end of the financial year and of the Profit or Loss for that period;

iii) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken;

iv) The Annual Accounts have been prepared on a going concern basis.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Compliance Certificate:

A Compliance Certificate from a secretary in whole-time practice under section 3 83A of the Companies Act. 1956 in respect of the financial year ended on March 31, 2012 is attached hereto.

Auditors

M/s. Bhupendra Shah and Associates, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting, and are eligible for re- appointment. .

You are requested to appoint Auditors and fix their remuneration.

Personnel

Your Company has received the full co-operation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come.

Acknowledgements

The Board of Directors wishes to thank their Clients, Institutions, Shareholders and the Bankers of the Company for their support and co-operation.

For and on behalf of the Board

Mumbai

September 03, 2012 sd/-

Indra Kumar Bagri Chairman

The Directors present before you the Twenty-Third Annual Report and the Audited Accounts for the year ended 31st March, 2010.

Financial Results

(Rs. in Lakhs) Year ended Year ended 31.032010 31.03.2009

Sales and Other Income 221.49 100.15

Profit before Depreciation and Tax 6.59 (65.15)

Depreciation 15.46 15.37

Profit/(Loss)before Tax (8.87) (80.52)

Provision for Tax - 2.20

Provision for Deferred tax 1.85 1.34

Profit / (Loss) after Taxation (7.02) (84.06)

Profit after Tax transferred to Balance sheet (7.02) (84.06)

Operations:

In the current year, the Company has transferred its undertaking comprising of its Broking (the Trading Membership of National Stock Exchange Limited (NSE)) and Depository Businesses (being a Depository Participant of National Securities Depository Limited (NSDL)) after obtaining the necessary approvals of the Regulatory Authorities.

Future Prospects

The company intends to keep its options open in the future, and for now will continue with its business of investments and trading.

Particulars under Section 217(1 )(e) of the Companies Act, 1956

In view of the nature of activities of the Company, the particulars under section 217(l)(e) of the Companies Act, 1956 regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earning and outgo during the year under report.

Listing

The shares of the Company are listed on Bombay Stock Exchange Limited. The Listing Fees for the Year 2010-11 have been paid.

Directors

Mr. Vimal Damani, Director of the company would retire by rotation at the ensuing Annual General Meeting of the company and is eligible for re-appointment.

Mr. Ashok Pandey resigned as Director of the company effective from June 10, 2010. The Board places on record the sincere appreciation of valuable service rendered by him during his tenure as Director of the company.

Deposits

The Company has not invited any deposits from the public.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following.

i) In the preparation of ths annual accounts, the applicable accounting standards have been followed;

ii) Such accounting policies have been selected which have been applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at the end of the financial year and of the Profit and Loss Account for that period;

iii) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken;

iv) The Annual Accounts have been prepared on a going concern basis.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Compliance Certificate:

A Compliance Certificate from a secretary in whole-time practice under section 383A of the Companies Act. 1956 in respect of the financial year ended on March 31,2010 is attached hereto.

Auditors

M/s. Bhupendra Shah and Associates, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting, and are eligible for re- appointment.

Personnel

Your Company has received the full co-operation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come.

Acknowledgements

The Board of Directors wishes to thank their Clients, Institutions, Shareholders and the Bankers of the Company for their support and co-operation.

For and on behalf of the Board

Mumbai

August 24,2010 Sd/-

Indra Kumar Bagri

Chairman