Your Directors are pleased to present the 4^th(fourth) Annual Report along with the Audited Annual Financial Statements of the OCCL
Limited ("the Company") for the Financial Year ended March 31,2026.

SUMMARY OF FINANCIAL RESULTS (H in Lakhs)

* Including H187.50 Lakh Deferred Tax Credit (Previous Year H220.36 Lakh - Deferred Tax Charge)

The financial statements for the year ended 31 March 2025 include the results of the Chemical Business only for a period of nine months
from 1 July 2024 to 31 March 2025..

OPERATIONSInsoluble Sulphur (IS)

During the year under review, sulphur prices remained elevated
while pricing flexibility in the insoluble sulphur market stayed
constrained amid intense global competition. The result was a
year in which cost pressures moved faster than realisations across
parts of the market. However, the profitability of the Company
was supported by better performance from its Sulphuric
Acid operations.

The insoluble sulphur market in India operated under competitive
distortion. Chinese manufacturers, burdened by excess
capacities, directed surplus volumes into the Indian market at
aggressive prices.

To address this distortion, an anti-dumping duty of USD
307 per tonne was imposed. However, Chinese exporters
absorbed the duty by lowering their selling prices, a practice
known as anti-absorption, negating the benefit available to
domestic manufacturers.

The Company applied for and an anti-absorption investigation
has since been initiated by the Directorate General of Trade
Remedies (DGTR) and the matter is currently under review.

During the year under review Revenue from Operation registered
a 24% growth was mainly due to higher sales realisation on the
back of higher input costs, including freight. Operating Profit
increased by 45% over previous year (annualised). Sales Volume
remained flat during the year. The increase in profit was inspite
of sharp increase in raw material costs. Average sulphur cost
rose from H29 per kg to H52 per kg during the year, reflecting
geopolitical disruptions across global supply chains. Insoluble
sulphur realisations could not increase in proportion to this rise in
input costs, resulting in margin compression.

Though Domestic market of Insoluble Sulphur grew marginally,
Exports sales were adversely affected due to weak global macro¬
economic, and geopolitical environment, duties imposed by USA
and Iran-Israel war and its economic repercussion in the region.

Sulphuric Acid & Oleum

The revenue from the Acid business during FY 2025-26 stood at
H160.20 Lakhs, while profitability reached its highest level. Sales
volume also crossed 1 Lakh MT, marking a record performance for
the business segment. Strong global demand for sulphuric acid
resulted in increased exports from India, which in turn supported
higher domestic realizations and contributed significantly to the
improved financial performance.

FUTURE PROSPECTS
Insoluble Sulphur

The Insoluble Sulphur market expected to remain highly volatile
in 2026. The Asia-Pacific region continues to lead global demand,
driven by robust manufacturing activity in China, India, and
South Korea.

India continues to be the fastest-growing market. The GST
rate cuts announced in September 2025 significantly boosted
automobile sales in the country, and April 2026 turned out to be
the best-ever month for auto sales.

The reduction in US tariffs in February 2026 has positively impacted
the Indian tyre industry and, consequently, our business as well.
Realizations are expected to improve, as part of the tariff burden
was previously being absorbed by us.

Supply chain disruptions and rising sulphur prices have led
Chinese manufacturers and other global suppliers to increase
prices, which had earlier been a major obstacle to better
realizations. We were able to pass on these increases to customers
and partially restore margins to sustainable levels and therefore
expect improved margins in FY 2026-27.

The demand from Domestic Tyre Companies has seen appreciable
upturn in Q1 of FY 26-27 as Import prices have increased and
entire companies look to secure Raw Materials.

An anti-dumping duty absorption application was filed with the
DGTR for Chinese Import in March 2026. If implemented, it is
expected to further strengthen our realizations.

However, Ongoing Middle East tensions and disruptions in the
Strait of Hormuz have curtailed sulphur availability and disrupted
shipping routes and logistics. Since nearly 45-50% of global
sulphur exports originate from Gulf countries, the industry
remains highly vulnerable to these developments. This has
resulted in 80%-100% rise in prices of Sulphur and Oil.

To meet the shortage the Company is securing Raw Materials
from various sources and even at premium where required. The
inventory levels have also been increased to ensure adequate
availability. Energy, freight, and insurance costs have risen sharply
and are expected to adversely impact the business.

In order to sustain business in this environment the Working
Capital requirement has almost doubled.

The historically high input costs may result in demand destruction,
which could negatively affect our sales volumes going forward.

Sulphuric Acid & Oleum

The Indian sulphuric acid market is currently witnessing a highly
tight and bullish environment, primarily driven by global sulphur
shortages. Market conditions have become more pronounced
since March 2026, leading to a sharp increase in sulphuric acid
prices across domestic markets. However, elevated sulphur and
other input prices are forcing fertilizer industries to cut production
as Govt. subsidy is not seen as enough to mitigate the cost

increase thereby resulting in less demand for sulphuric acid. The
Govt. is looking into the matter, and a revision is expected soon.

Looking ahead, prices are expected to remain firm in the near term
considering the prevailing global and domestic supply scenario.
However, the continuous rise in sulphur prices is resulting in
elevated production costs. This increase in raw material cost is
gradually impacting domestic demand and, if the trend persists
will exert pressure on consumption and profitability.

DIVIDEND

Your Directors recommended a Final Dividend of H1.80/ per share
on Company''s Equity shares of H2/- each (90%) for the Financial
Year 2025-26, in its meeting held on May 21, 2026. The Final
Dividend on equity shares, if declared as above, would entail a
total outflow of H899.11 lakhs. The Dividend payment is subject to
approval of Shareholders in the ensuing Annual General Meeting.
With this, the total dividend for year, including interim dividend
of HI/- per share (50%) already paid, comes to H2.80/ per share
(140%). The dividend payout is in accordance with dividend
distribution policy of the Company. The dividend distribution
of the company can be assed athttps://occl-web.s3.ap-south-1.
amazonaws.com/wp-content/uploads/2024/07/Dividend-
Distribution-Policy.pdf .

RESERVES

Your Company has not transferred any amount to General Reserve
for the Financial Year 2025-26.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited
(BSE) with scrip code No. 544278 and on National Stock Exchange
of India Limited (NSE) with scrip symbol OCCLLTD. The Company
confirms that the annual listing fees to both the stock exchanges
for the FY 26-27 have been duly paid.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature
of business of the Company.

MATERIAL CHANGES AND COMMITMENTS IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED DURING THE FINANCIAL
YEAR AND BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments,
affecting the financial position of the Company which have
occurred between the end of the financial year of the Company
to which the financial statements relate and the date of the report.

PUBLIC DEPOSITS

The Company does not have any public deposits. During the year
under review, your Company has not accepted any deposits from

public within the meaning of Section 73 of the Companies Act,
2013 ("the Act") read with Companies (Acceptance of Deposits)
Rules, 2014.

SUBSIDIARIES, JOINT VENURES OR ASSOCIATES

During the year under review, the Company do not have any
subsidiary or joint venture company.

Your company holds an investment in Clean Max Infinia Private
Limited, an associate company established to leverage the
Government of Haryana''s captive solar power generation scheme
for its Dharuhera plant. As per Indian Accounting Standard (Ind AS)
28, "Investments in Associates and Joint Ventures," the company is
not obligated to prepare consolidated financial statements unless
it has control over one or more subsidiaries. Since there are no
subsidiaries, joint ventures, or other associates as defined under
Ind AS 28, the company is not required to consolidate its financial
statements. Furthermore, Clean Max Infinia Private Limited has
not commenced operations during the financial year ending
March 31, 2026.

SHARE CAPITAL

The Authorised share capital as on March 31, 2026, was
H10,05,00,000/- (Rupees Ten Crore five Lakh Only) divided into
5,02,50,000 equity shares of H2/- (Rupees Two only) each. The
Issued, Subscribed & Paid-up share capital of the Company is
H9,99,00,920/- (Nine Crore Ninety-Nine Lakhs Nine Hundred
Twenty Rupees only) divided into 4,99,50,460 (Four Crore Ninety-
Nine Lakhs Fifty Thousand Four Hundred and Sixty) Equity Shares
of H2/- (Rupees Two only) each. There was no issue of securities
during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provision of Section 152 of the Act, and the
Article of Association of the Company, Mr. Akshat Goenka (DIN:
07131982), Joint Managing Director is due to retire by rotation
at the forthcoming Annual General Meeting and, being eligible,
offer himself for re-appointment. His detailed profile is provided
in the Explanatory statement to the Notice of the Annual General
Meeting of the Company

None of the Directors of your Company is disqualified under the
provisions of Section 164(2)(a)&(b) of the Act and a certificate
dated May 21,2026 received from Company Secretary in Practice
certifying that none of the directors on the Board of the Company
have been debarred or disqualified from being appointed or
continuing as directors of the Companies by SEBI/Ministry of
Corporate Affairs or any such statutory authority is annexed to
the Corporate Governance Report.

The details of Key Managerial Personnel of the Company as per
the provisions of Sec 203 of the Act are as follows:

a) Mr. Arvind Goenka, Managing Director

b) Mr. Akshat Goenka, Jt. Managing Director

c) Mr. Anurag Jain, Chief Financial Officer

d) Mr. Pranab Kumar Maity, Company Secretary

During the financial year 2025-26, there was no change in the
Directors and Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received the Declaration of Independence
from all the Independent Directors stating that they meet the
independence criteria as prescribed under Section 149(6) of the
Act, Rule 6 of The Companies (Appointment and Qualification
of Director) Rules, 2014 and Regulation 16(1 )(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"). In the opinion of the Board
there has been no change in the circumstances which may
affect the status of Independent Directors of the Company, and
the Board is satisfied of the integrity, expertise, and experience
(including proficiency in terms of Section 150(1) of the Act
and applicable rules thereunder) of all Independent Directors
on the Board. In terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules,
2014 Independent Directors of the Company have already
undertaken requisites steps towards the inclusion of their names
in the databank of Independent Directors maintained with the
Indian Institute of Corporate Affairs. Further, the Company''s
Independent Directors have affirmed that they have followed
the Code of conduct for Independent Directors as outlined in
Schedule IV to the Act.

MEETINGS OF THE BOARD

During the year under review, Four (4) Meetings of Board of
Directors were held. The details of the meetings of the Board and
its Committees are given in the Corporate Governance Report
forming an integral part of this Board''s Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Details of the separate meeting of Independent Directors held in
terms of Schedule IV of the Act and Regulation 25(3) of the Listing
Regulations are given in the Corporate Governance Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Regulation 25(3) &
(4) of the SEBI Listing Regulations, the Company has initiated
performance evaluation process during the year. The Independent
Directors at their meeting held on March 23, 2026, have evaluated
the Performance of Non-Independent Directors, Chairperson
of the Company after considering the views of the Executive
and Non-Executive Directors, Board as a whole and assessed
the quality, quantity and timeliness of flow of information
between the Company''s Management and the Board. The
Nomination and Remuneration Committee has also carried out
evaluation of performance of every Director of the Company.
Based on evaluation made by the Independent Directors and
the Nomination and Remuneration Committee and by way of
individual and collective feedback from the Non-Independent
Directors, the Board has carried out the Annual Performance
Evaluation of the Directors individually as well as evaluation
of the working of the Board as a whole and Committees of the

Board. The manner in which the evaluation has been carried out
is explained in the Corporate Governance Report.

The Independent Directors are regularly updated on industry &
market trends, plant process, and operational performance of the
Company etc through presentations in this regard. They are also
periodically kept aware of the latest developments in Corporate
Governance, their duties as directors and relevant laws.

AUDIT COMMITTEE

As on March 31, 2026, the Audit Committee of the Board of
Directors of the Company consists of three (3) Non-Executive
Independent Directors and one (1) promoter Director with
Mrs. Runa Mukherjee as Chairperson, Mr. S. J. Khaitan, Mr. Nitin
Kaul and Mr. Akshat Goenka, Joint Managing Director as Member.
The Company Secretary is the Secretary of the Committee. The
Chief Financial Officer and Auditors are permanent invitees to the
Committee meetings. The Committee met 4 (four) times during
the year on May 27, 2025, July 30, 2025, October 30, 2025, and
February 04, 2026

The scope of the Committee, inter alia, includes review of the
financial statements before they are placed with the Board,
Internal Control System, Related Party Transactions, Capital
Budget and Reports of Internal Auditors and Compliance of
various Regulations. Brief terms of reference, meetings and
attendance are included in the Corporate Governance Report
forming an integral part of this Board''s Report.

Your Company has a well-structured Internal Audit
System commensurate with its size and operations. All the
recommendations made by the Audit Committee were accepted
by the Board of Directors of the Company.

NOMINATION AND REMUNERATION COMMITTEE

As on March 31, 2026, the Nomination and Remuneration
Committee consists of three (3) Non-Executive Independent
Directors with Mrs. Runa Mukherjee as Chairperson, Mr. Nitin Kaul
and Mr. H S Shashikumar, as members. The Committee, inter alia,
identifies persons who are qualified to become directors and
who may be appointed in key management positions and senior
management. The Committee also finalizes their remunerations.
The brief terms of reference of the Committee and the details
of the Committee meetings are provided in the Corporate
Governance Report. The Committee met twice (2) during the year
under review i.e. on May 26, 2025, and February 04, 2026.

STAKE HOLDER''S RELATIONSHIP COMMITTEE

As on March 31,2026, the Stakeholders'' Relationship Committee
consists of one (1) Independent Director, Mr. S J Khaitan as
Chairman and two (2) Executive Directors Mr. Arvind Goenka
and Mr. Akshat Goenka as members. The Committee, inter alia,
reviews the grievance of the security holders of the Company and
redressal thereof. The brief terms of reference of the Committee
and the details of the Committee meetings are provided in the
Corporate Governance Report. The Committee met once (1)
during the year on February 05, 2026

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on March 31, 2026, the Corporate Social Responsibility
Committee (CSR Committee) consists of two (2) Independent
Directors, Mr. S. J. Khaitan as Chairman and Mr. H S Shashikumar,
Member and one (1) Executive Director Mr. Arvind Goenka as
member. The Committee has met once (1) during the year under
review i.e. on May 27, 2025. The brief terms of reference of the
Committee are provided in the Corporate Governance Report.

The CSR Committee of the Company has laid down the policy
to meet the Corporate Social Responsibility objectives of the
Company. The CSR Policy may be accessed on the Company''s
website athttps://occl-web.s3.ap-south-1.amazonaws.com/
wp-content/uploads/2024/07/Corporate-Social-Responsibility-
Policy.pdf . The CSR Policy includes activities prescribed as CSR
activity as per the Rules of Companies Act, 2013. The main Focus
areas taken in the policy are Education, Health care and family
welfare, Environment and Safety, contribution to any relief fund
setup by the Government of India and any State Government.

All the recommendations of the Corporate Social Responsibility
Committee during the year under review were accepted by
the Board. The Company Secretary acts as the Secretary to
the Committee.

The average net profit of the Company for the last three financial
years is H954.10 Lakh and accordingly the prescribed CSR
expenditure during the year under review shall not be less than
H19.08 Lakh (i.e. 2% the average net profit of the Company for
the last three financial years). During the year under review, the
Company spent H19.50 lakh on CSR activities. The Annual Report
on CSR activities containing all requisite details (including brief
of CSR Policy, CSR Committee as well as expenditure details) is
annexed as "Annexure A" to this Report.

RISK MANAGEMENT

The Company has put in place a risk management policy
in order to, inter alia, ensure the proper risk identification,
evaluation, assessment, mitigation and monitoring. Further, the
risk management policy also provides a demarcation of the role
of Board of Directors and Audit Committee for the purpose of
effective risk management. The major risk elements associated
with the business and functions of the Company have been
identified and are being addressed systematically through
mitigating action on a continuous basis. Audit Committee,
under the supervision of the Board, shall periodically review
and monitor the steps taken by the company to mitigate the
identified risk elements.

The Risk Assessment is also discussed in the Management
Discussion and Analysis attached to this report.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has in place an established internal control system
including internal financial Controls designed to ensure proper
recording of financial and operational information, compliance

of various internal controls and other regulatory and statutory
compliances. Self-certification exercise is also conducted by which
senior management certifies effectiveness of the internal control
system of the Company. Internal Audit is conducted throughout
the organization by qualified outside Internal Auditors. Findings
of the internal Audit Report are reviewed by the top Management
and by the Audit Committee of the Board and proper follow up
action are ensured wherever required. The Statutory Auditors
have evaluated the system of internal controls including internal
financial control of the Company and have reported that the same
are adequate and commensurate with the size of the Company
and nature of its business. The Audit Committee of the Board,
from time to time, evaluated the adequacy and effectiveness of
internal financial control of the Company with respect to:-

1. System and Standard Operating Procedures (SOP) to
ensure all transactions are executed in accordance with
management''s general and specific authorization.

2. Systems and SOPs exist to ensure that all transactions are
recorded as necessary to permit preparation for Financial
Statements in conformity with Generally Accepted
Accounting Principles or any other criteria applicable to such
statements, and to maintain accountability for aspects and
the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with
management''s general and specific authorization. No
assets of the Company are allowed to be used for personal
purposes, except in accordance with terms of employment
or except as specifically permitted.

4. The existing assets of the Company are verified/ checked
at reasonable intervals and appropriate action is taken with
respect to differences, if any.

5. Proper systems are in place for prevention and detection
of frauds and errors and for ensuring adherence to the
Company''s policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has in place Whistle Blower Policy and has
established the necessary vigil mechanism for directors and
employees in confirmation with Section 177(9) of the Act and
Regulation 22 of the SEBI Listing Regulations, to report concerns
about unethical behaviour and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. The
details of vigil mechanism as provided in the Whistle Blower Policy
has been disclosed in the Corporate Governance Report forming
an integral part of this Board''s Report. The Whistle Blower Policy is
disclosed on the Company''s website (weblink:https://occl-web.
s3.ap-south-1.amazonaws.com/wp-content/uploads/2026/05/
Vigil-Mechanism-Policy.pdf )

POLICY ON NOMINATION AND REMUNERATION

The summary of Remuneration Policy of the Company prepared
in accordance with the provisions of Section 178 of the Act read
with Part D of Schedule II of the SEBI Listing Regulations, are

provided in the Corporate Governance Report. The Remuneration
Policy of the Company is approved by the Board of Directors and
is uploaded on the website of the Company. The weblink to the
remuneration policy is as under:https://occl-web.s3.ap-south-1.
amazonaws.com/wp-content/uploads/2026/06/Remuneration-
Policy.pdf

POLICY ON DIRECTORS'' APPOINTMENT

The Nomination and Remuneration Committee works with
the Board to determine the appropriate characteristics, skill
and experience that are required of the members of the Board.
The members of the Board should possess the expertise, skills
and experience needed to manage and guide the Company in
the right direction and to create value for all stakeholders. The
members of the Board should be eminent persons of proven
competency and integrity with an established track record.
Besides having financial literacy, experience, leadership qualities
and the ability to think strategically, the members are required to
have a significant degree of commitment to the Company and
should devote adequate time in preparing for the Board meeting
and attending the same. The members of the Board of Directors
are required to possess the education, expertise, skills and
experience in various sectors and industries needed to manage
and guide the Company. The members are also required to look
at strategic planning and policy formulations.

The independent members of the Board should not be related
to any executive or independent director of the Company or any
of its subsidiaries. They are not expected to hold any executive or
independent positions in any entity that is in direct competition
with the Company. Board members are expected to attend and
participate in the meetings of the Board and its Committees,
as relevant. They are also expected to ensure that their other
commitments do not interfere with the responsibilities they have
by virtue of being a member of the Board of the Company. While
reappointing Directors on the Board and Committees of the
Board, the contribution and attendance record of the Director
concerned shall be considered in respect of such reappointment.
The Independent Directors shall hold office as a member of the
Board for a maximum term as per the provisions of the Act and
the rules made thereunder, in this regard from time to time, and
in accordance with the provisions of the Listing Regulations. The
appointment of Directors shall be formalized through a letter
of appointment.

The Executive Directors, with the prior approval of the Board, may
serve on the Board of any other entity if there is no conflict of
interest with the business of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section
134(5) of the Act, the Directors state that:

a) In preparation of the annual accounts for the financial year
ended March 31,2026, the applicable Accounting Standards
have been followed along with proper explanation relating
to material departures, if any;

b) The Directors have selected such Accounting Policies as listed
in the Financial Statements and applied them consistently
and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs
of the Company at the end of the financial year as on March
31,2026 and of the profits of the Company for that period;

c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

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

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

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

INSURANCE

The Company''s properties, including building, plant & machineries
and stocks, among others, are adequately insured against risks.

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Act, are given in the notes to the
financial Statements.

AUDITORS AND THEIR REPORT

a. Statutory Auditors:

The Shareholders of the Company at the 2^nd Annual
General Meeting (AGM) held on June 20, 2024, approved
the appointment of M/s. Singhi & Company, Chartered
Accountants (ICAI Firm Registration No. 302049E) as the
Statutory Auditors of the Company pursuant to Section 139
of the Act for a term of 5 years from the conclusion of 2^nd
AGM till the conclusion of 7^th AGM to be held in financial year
2029-30.

The Statutory Auditors'' Report on the Financial Statements
of the Company for the financial year ended March 31,2026,
forms part of this Annual report. The statutory audit report
is self-explanatory and there is no qualification, reservation
and adverse remarks or disclaimer by the statutory auditor in
the Statutory Audit Report.

b. Secretarial Auditors:

The Shareholders of the Company at the 3^rd Annual
General Meeting (AGM) held on July 28, 2025, appointed
M/s. P. Sarawagi & Associates, Company Secretaries, (Firm
Registration No. S1998WB022800) as Secretarial Auditors

of the Company for a term of 5 (Five) consecutive years,
pursuant to the provisions of Section 179(3) and 204 of the
Act and Rules made thereunder, Regulation 24A read with
Regulation 36 of the SEBI Listing Regulations, to hold office
from the conclusion of 3^rd AGM till the conclusion of 8^th AGM
of the Company to be held in 2029-30.

The Secretarial Audit Report in Form MR-3 for the financial
year ended March 31, 2026, is annexed herewith as
"Annexure B".

The Secretarial Auditor has observed that certain properties
vested in the Company pursuant to the Scheme of
Arrangement approved by the Hon''ble National Company
Law Tribunal, Ahmedabad Bench, vide Order dated April
10, 2024, read with the Order dated May 27, 2024 of the
Hon''ble National Company Law Appellate Tribunal, New
Delhi, continue to be recorded in the name of the demerged
company, Oriental Carbon & Chemicals Limited (now AG
Ventures Limited).

Response to Auditors'' Remarks

The Company has initiated the necessary steps for transfer/
mutation of the remaining properties in the records of the
concerned authorities and is actively pursuing the matter.
The transfer/mutation is procedural in nature and will be
completed upon receipt of the necessary approvals from the
respective authorities.

c. Cost Auditors:

Pursuant to Section 148 of the Act read with the Companies
(Cost Records and Audit) Amendment Rules, 2014, the
cost audit records maintained by the Company relating to
insoluble Sulphur plants located at Dharuhera, Haryana is
required to be audited. Your Board had on recommendation
of the Audit Committee, appointed Messrs J K Kabra & Co.,
Cost Accountants to audit the cost accounts of the Company
for the financial year 2025-26 on a remuneration of H1.4 Lakh.
The Cost Audit Report for the year ended March 31,2026, has
been submitted to the Ministry of Corporate Affairs within
stipulated time period.

As required under the Act, the remuneration payable to
Cost Auditors is required to be placed before the members
in a General Meeting for their ratification. Accordingly, a
Resolution seeking member''s ratification for remuneration
payable to Messrs J K Kabra & Co., Cost Auditors is
included at item no. 4 of the Notice convening the Annual
General Meeting.

ANNUAL RETURN OF THE COMPANY

In accordance with Section 134(3)(a) of the Act read with sub¬
section (3) of section 92 of the Act, the Annual Return as on March
31, 2026 will be made available on the website of the Company
at the link :https://www.occlindia.com/investor-relation/annual-
returns/.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance for the financial
year 2025-26, pursuant to the SEBI Listing Regulations along with
an Auditors'' Certificate on compliance with the conditions of
Corporate Governance is annexed to this report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during
the financial year were on arm''s length basis and were in the
ordinary course of business. There were no materially significant
related party transactions made by the Company with Promoter
Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of Company
at large. All related party transactions are placed before the Audit
Committee and given in the notes annexed to and form part of
this Financial Statement. The approved policy on Related Party
Transaction as required under SEBI Listing Regulations, is also
available on the website of the Company. The weblink to the
same is as under:https://occl-web.s3.ap-south-1.amazonaws.
com/wp-content/uploads/2026/05/Related-Party-Transaction-
Policy-OCCL.pdf

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for the financial
year 2025-26, pursuant to the SEBI Listing Regulations is given as
a separate statement in the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations,
read with SEBI Circular No. SEBI/ HO/CFD/CMD-2/P/ CIR/2021/562
dated May 10, 2021, Business Responsibility and Sustainability
Report (''BRSR'') for the financial year 2025-26 is not applicable to
the Company. Accordingly, the Company has not prepared BRSR
for the FY 2025-26.

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

There are no applications made or any proceeding pending
during the year under review under the Insolvency and
Bankruptcy Code, 2016.

CEO AND CFO CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI Listing Regulations,
the CEO and CFO certification as specified in Part B of Schedule
II thereof is annexed to the Corporate Governance Report. The
Managing Director & CEO and the Chief Financial Officer also
provide quarterly certification on Financial Results while placing
the Financial Results before the Board in terms of Regulation 33 of
the SEBI Listing Regulations.

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

As required under Section 134(3) (m) of the Act read with Rule
8 (3) of the Companies (Accounts) Rules 2014, the information
relating to conservation of energy, technology absorption and
foreign exchange earnings and outgo is annexed to this Report
as "Annexure C".

RESEARCH & DEVELOPMENT

Research & Development is fundamental to the Company''s efforts
to maintain the technical and quality edge for the product. A full
in-house Research & Development team works on a continuous
basis to improve the quality of the product and its properties.
New Grades are also being developed to meet customers varied
requirements. Research in the areas of improving and streamlining
process parameters and rationalizing fuel consumption is also
being carried out. Help of accredited independent laboratories
is also taken as and when required for studying and evolving
critical parameters.

The R&D lab is regularly augmented by acquiring state-of-the-art
analytical and process equipment to help with faster and detailed
analysis. Further, pilot plants, as required, are being set up to
validate the research findings. The details of some specific R&D
activities carried out and benefits derived from them have been
annexed to this report.

POLLUTION CONTROL AND SAFETY

Your Company''s Plants have all the requisite Pollution Control
Equipment and meet all the desired and statutory norms in this
regard. The Company places the highest emphasis on the safety
of its personnel and plants. All the statutory requirements in terms
of safety are followed and exceeded. The Insoluble Sulphur Units
of the Company enjoy IATF 16949, ISO 9001, ISO 14001, ISO 20400,
ISO 45001 and ISO 50001 Certification. Also, we have sustainability
standard (RC Logo, TFS and Ecovardis) certification. The Company
uses Natural Gas and Propane in place of liquid fuels. The backup
DG set at Dharuhera plant are dual fuels sets, thus contributing
to reduction of pollution. Rooftop solar plants of capacity 858
KWp and 500 KWp are installed at Dharuhera and Mundra Plants,
respectively for captive consumption. A power turbine of 485
KWH capacity utilising surplus steam from Sulphuric Acid plant
is in place. Projects to reduce fuel consumption and thus reduce
gas emission are taken on a continuous basis.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is marked as "Annexure D", which is
annexed hereto and forms a part of the Boards'' Report.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company
under Section 143(12) of the Act, to the Audit Committee or the
Board of Directors during the year under review.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR
MANAGEMENT PERSONNEL

The Code of Conduct for Directors and Senior Management
Personnel is posted on the Company''s website. The Managing
Director & CEO of the Company has given a declaration that
all Directors and Senior Management Personnel concerned
affirmed compliance with the code of conduct with reference
to the financial year ended on March 31,2026. The declaration is
annexed to the Corporate Governance Report.

SEXUAL HARRASMENT OF WOMEN AT
WORKPLACE

The Company has zero tolerance for sexual harassment at
workplace and has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at Workplace in line with
the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder for prevention and redressal of complaints of sexual
harassment at workplace.

The Company is an equal opportunity employer and believes in
providing opportunity and key positions to women professionals.
We have endeavoured to encourage women professionals
by creating proper policies to tackle issues relating to safe and
proper working conditions and create and maintain a healthy and
conducive work environment that is free from discrimination. This
includes discrimination on any basis, including gender, as well as
any form of sexual harassment.

During the period under review, no case was filed under the Act.
Your Company has constituted Internal Complaints Committee
("ICC") for various business divisions and offices, as per the
requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

STATEMENT WITH RESPECT TO THE COMPLIANCE
OF THE PROVISIONS RELATING TO THE MATERNITY
BENEFIT ACT 1961.

The Company is committed to providing a supportive and
inclusive work environment for its employees and has complied
with the provisions relating to maternity benefits in accordance
with the provisions of the Maternity Benefit Act, 1961 and the rules
made thereunder, as amended from time to time. The Company
has in place appropriate policies and practices to ensure the
welfare and well-being of women employees during maternity.

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS / COURTS
/ TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND THE COMPANY''S OPERATIONS
IN FUTURE

There were no orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company''s
operations in future. There were no significant and material orders
passed by any regulator / court / tribunal impacting the going
concern status and the Company''s operations in future.

COMPLIANCE OF SECRETARIAL STANDARDS

The Directors state that proper systems have been devised to
ensure compliance with the applicable laws. Pursuant to the
provisions of Section 118 (10) of the Act, during FY 2025-26,
the Company has adhered with the applicable provisions of
the Secretarial Standards ("SS-1 and SS-2") relating to ''Meetings
of the Board of Directors'' and ''General Meetings'' issued by the
Institute of Company Secretaries of India and notified by Ministry
of Corporate Affairs.

ACKNOWLEDGEMENT

The Board places on record its appreciation of the support and
assistance of various Banks, Government Agencies, Suppliers,
valued Customers and the shareholders and looks forward to
their continued support. Relations between your Company and
its employees remain cordial and the Directors wish to express
their appreciation for the co-operation and dedication of all
employees of the Company.

For and on behalf of the Board of Directors
Arvind Goenka

Place: Noida Chairman & Managing Director

Date: May 21,2026 DIN-00135653

Your Directors are pleased to present the (third) 3^rd Annual Report along with the Audited Annual Financial Statements of the OCCL Limited ("the Company") for the Financial Year ended March 31,2025.

Upon Demerger the Chemical Business of Demerged Company (Oriental Carbon & Chemicals Ltd) was transferred to the Company with effect from 01^st July, 2024 the appointed and effective date. Therefore, the Financial Statement for the year includes the performance of chemical business for nine months period i.e. from July 01,2024 to March 31,2025. Further there was no manufacturing and commercial activity in the company prior to that, hence, the previous year figures are not comparable.

OPERATIONSInsoluble Sulphur (IS)

During the period of nine months the revenue from Operations was H30673.35 Lakh which includes H24912.81 Lakh from Insoluble Sulphur business (the annual revenue form operations of the Chemicals Business including for three months in demerged company was H41120.64 Lakh). Sales realisation for IS was under pressure, especially in domestic market, due to competition and unutilized capacities of Insoluble Sulphur globally. Export Sales Volume were impacted due to slowdown in Europe. Export Fright rates during the period were also at historical high levels till October, 2024 due to disruption to logistic routs. However, your Company was able to maintain the operating profit margin at 17.9%. The Company took various cost and process optimization measures resulting into better yield and energy savings.

Due to the dumping of Insoluble Sulphur in India at very low and unremunerative prices by China and Japan, the Company had pursued imposition of antidumping duties on import of IS from these countries. DGTR (Director General of Trade Remedies)

has in the month of March, 2025, recommended imposition of Antidumping on China and Japan.

The Company has made an investment into Clean Max Infinia Pvt Ltd. for purchase of Captive solar power at its Dharuhera Plant. The Supply for solar power is expected to start during current financial year.

Sulphuric Acid & Oleum

The revenue form Acid business during nine months period was H5760.54 Lakh and margins were also healthy in the second half of the year. The steam generated from Acid Plant is used in manufacturing of Insoluble Sulphur and generation of power.

FUTURE PROSPECTS Insoluble Sulphur

Domestic market is the fastest growing market for IS with expected growth rate of about 5-6%. The company''s share in domestic market is currently around 55%. With the accelerated economic activities Indian automotive market is poised to grow which should further give boost in demand for IS.

The last one year there has been a significant decrease in prices of Insoluble Sulphur imported from China and Japan which has put pressure on domestic realisation even more than the price level at which the Antidumping duty was assessed. With the expected imposition of Anti-Dumping Duty on import of Insoluble Sulphur from China and Japan during first half of current financial year, the domestic realisation of Insoluble Sulphur are expected to improve.

With the expected settlement of geo-political disturbances in Europe, we expect the revival of business with the customers in the impacted region. Also, easing out of disruptions to logistics routes has helped in reduction of freight rates.

The imposition of tariff by US would give both opportunities and challenges for India as well as global Economy. The Company does not foresee any material impact on its export to US markets.

Excess of production capacities over demand, specially in China, is resulting in pressure on prices and margins in Asian region. This is expected to continue until a balance is reached in capacity and demand.

Sulphuric Acid & Oleum

Sales and average contribution for the year are expected to be at the same level as previous year Though major capacities in the form of byproduct form a copper smelter in Gujarat are expected to be added during second half the year thereby putting pressure on the contribution.

DIVIDEND:

Your directors have recommended a dividend of H1.5/- (75%) per equity share of H2/- each for the financial year (FY) 2024-25, to be paid, if declared by the Members at Annual General Meeting (AGM) to be held on Monday, July 28, 2025. The total dividend payout amounts to H749.26 Lakh.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the SEBI Listing Regulations, the Company has adopted a Dividend Distribution Policy which is available on the website of the Company https://occl-web. s3.ap-south-1.amazonaws.com/wp-content/uploads/2024/07/ Dividend-Distribution-Policy.pdf

During the period under review, your company commenced its independent operations following the successful implementation of the scheme of arrangement, it is currently focused on stabilizing operations and consolidating its financial position.

The dividend declared by the Company for the financial year ended March 31, 2025 is in compliance with the Dividend Distribution Policy of the Company.

RESERVES

Your Company has not transferred any amount to General Reserve for the Financial Year 2024-25.

SCHEME OF ARRANGEMENT

The Board of Directors at their meeting held on May 24, 2022 had approved a scheme of arrangement between Oriental Carbon & Chemicals Limited and the Company.

The Scheme of Arrangement was approved by National Company Law Tribunal, Ahmedabad Bench (NCLT) vide its order dated April 10, 2024 while suo moto amending the Appointed Date to the date of pronouncement of NCLT order. However, as per the Scheme the Appointed Date was the Effective Date. The Company filed an appeal against the NCLT Order before National Company Law Appellant Tribunal (NCLAT) to allow the appointed date to be as defined in the scheme. The Hon''ble NCLAT allowed the appeal vide its order dated May 27, 2024. The Company filed the certified copy of the NCLT and NCLAT Order with Registrar of the Companies on July 01, 2024 to make the Scheme effective from July 1,2024, the Appointed Date.

Pursuant to the Scheme the Company filed application under Rule 19(7) read with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 with BSE Ltd and National Stock Exchange Limited (NSE) for which in-principle approval was received. The Company received Final Listing and Trading Approval from BSE Limited and NSE vide their Notices dated October 25, 2024.The equity shares got listed and admitted to dealings on the Exchange w.e.f., Tuesday, October 29, 2024.

Consequently, the Corporate Identification Number of the Company changed to L24302GJ2022PLC131360.

The details of the scheme can be accessed at https://www. occlindia.com/investor-relation/demerger/

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 544278 and on National Stock Exchange of India Limited (NSE) with scrip symbol OCCLLTD. The Company confirms that the annual listing fees to both the stock exchanges for the FY 24-25 have been duly paid.

REGISTERED OFFICE

During the year under review, the Registered Office of the Company was relocated from Plot No. 30- 33, Survey No. 77, Nishant Park, Village - Nana Kapaya, Kachchh, Mundra, Gujarat-370421 to Survey No. 141, Paiki of Mouje Village- Mundra, Taluka-Mundra, Mundra SEZ, District Kutch, Gujarat - 370421, i.e. within the local limits of the same city, town and village where the registered office of the Company is presently situated.

CHANGE IN THE NATURE OF BUSINESS

Pursuant to scheme of arrangement, the manufacturing unit of the demerged entity was transferred to the company. Thereafter your Company started its business operation i.e. manufacturing of Insoluble Sulphur and Sulphuric Acid with effect from July 1,2024.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR AND BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. The effect of the Scheme of Demerger has been accounted in accordance with Ind AS and applicable accounting principles as prescribed under Companies (Indian Accounting Standards) Rule, 2015 (Ind AS) as notified under section 133 of the Companies Act, 2013 as amended from time to time and with generally accepted accounting principle.

PUBLIC DEPOSITS

The Company does not have any public deposits. During the year under review, your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARIES, JOINT VENURES OR ASSOCIATES

During the period under review, the Company ceased to be a wholly owned Subsidiary of Oriental Carbon & Chemicals Limited with effect from July 01, 2024 pursuant to the Scheme of Arrangement.

Your company holds an investment in Clean Max Infinia Private Limited, an associate company established to leverage the Government of Haryana''s captive solar power generation scheme for its Dharuhera plant. As per Indian Accounting Standard (Ind AS) 28, "Investments in Associates and Joint Ventures," the company is not obligated to prepare consolidated financial statements unless it has control over one or more subsidiaries. Since there are no subsidiaries, joint ventures, or other associates as defined under Ind AS 28, the company is not required to consolidate its financial statements. Furthermore, Clean Max Infinia Private Limited has not commenced operations during the financial year ending March 31, 2025.

SHARE CAPITAL

During the year under review the Authorised share capital of the Company has increased from H5,00,000/- (Rupees Five Lakh only) divided into 50,000 (Fifty Thousand Only) equity shares of H10/-(rupees ten only) each to H10,05,00,000/- (Rupees Ten Crore five Lakh Only) divided into 5,02,50,000 equity shares of H2/- (Rupees Two only) each. Accordingly, the Authorised share capital as on March 31, 2025 was H10,05,00,000/- (Rupees Ten Crore five Lakh Only) divided into 5,02,50,000 equity shares of H2/- (Rupees Two only) each.

During the year under review, the opening issued, subscribed and paid-up equity share capital of H1,00,000/- (Rupees One Lakh only) divided into 10,000 equity shares of H10/- (Rupees ten only) was extinguished and equity share capital of H9,99,00,920/- (Nine Crore Ninety-Nine Lakh Nine Hundred Twenty Rupees only) divided into 4,99,50,460 (Four Crore Ninety- Nine Lakh Fifty Thousand Four Hundred and Sixty) Equity Shares of H2/- (Rupees Two only) each were issued and allotted to the eligible shareholders of the Demerged Company (Oriental Carbon & Chemical Limited) in the ratio of Five (5) Equity shares of value of H2/-each fully paid up in respect of every One (1) Equity share of the face value of H10/-each fully paid up held in the Demerged Company.

The Capital Clause of the Memorandum of Association of the Company was altered accordingly.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a)&(b) of the Companies Act, 2013 and a certificate dated May 27, 2025 received from Company Secretary in Practice certifying that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Companies by SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

The details of Key Managerial Personnel of the Company as per the provisions of Sec 203 of the Companies Act, 2013 are as follows:

a) Mr. Arvind Goenka, Managing Director

b) Mr. Akshat Goenka, Jt. Managing Director

c) Mr. Anurag Jain, Chief Financial Officer

d) Mr. Pranab Kumar Maity, Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received the Declaration of Independence from all the Independent Directors stating that they meet the independence criteria as prescribed under Section 149(6) of the Companies Act, 2013, Rule 6 of The Companies (Appointment and Qualification of Director) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board there has been no change in the circumstances which may affect the status of Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 Independent Directors of the Company have already undertaken requisites steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs. Further, the Company''s Independent Directors have affirmed that they have followed the Code of conduct for Independent Directors as outlined in Schedule IV to the Companies Act, 2013.

MEETINGS OF THE BOARD

During the year under review, Five (5) Meetings of Board of Directors were held. The details of the meetings of the Board and its Committees are given in the Corporate Governance Report forming an integral part of this Board''s Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Details of the separate meeting of Independent Directors held in terms of Schedule IV of the Act and Regulation 25(3) of the Listing Regulations are given in the Corporate Governance Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI Listing Regulations, 2015, the Company has initiated performance evaluation process during the year. The Independent Directors at their meeting held on February 14, 2025 have evaluated the Performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board. The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director of the Company. On the basis of evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

The Independent Directors are regularly updated on industry & market trends, plant process, and operational performance of the

Company etc through presentations in this regard. They are also periodically kept aware of the latest developments in Corporate Governance, their duties as directors and relevant laws.

AUDIT COMMITTEE

The Board duly constituted the Audit Committee in accordance with regulation 18 of SEBI Listing Regulations on June 10, 2024.

As on March 31, 2025, the Audit Committee of the Board of Directors of the Company consists of three (3) Non-Executive Independent Directors and one (1) promoter Director with Mrs. Runa Mukherjee as Chairperson, Mr. S. J. Khaitan, Mr. Nitin Kaul and Mr. Akshat Goenka, Joint Managing Director as Member. The Company Secretary is the Secretary of the Committee. The Chief Financial Officer and Auditors are permanent invitees to the Committee meetings. The Committee met 2 (two) times during the year on November 12, 2024 and February 11,2025.

The scope of the Committee, inter alia, includes review of the financial statements before they are placed with the Board, Internal Control System, Related Party Transactions, Capital Budget and Reports of Internal Auditors and Compliance of various Regulations. Brief terms of reference, meetings and attendance are included in the Corporate Governance Report forming an integral part of this Board''s Report.

Your Company has a well-structured Internal Audit System commensurate with its size and operations. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

NOMINATION AND REMUNERATION COMMITTEE

The Board duly constituted the Nomination and Remuneration Committee in accordance with regulation 19 of the SEBI Listing Regulations on June 10, 2024.

As on March 31, 2025, the Nomination and Remuneration Committee consists of three (3) Non-Executive Independent Directors with Mrs. Runa Mukherjee as Chairperson, Mr. Nitin Kaul and Mr. H S Shashikumar, as members. The Committee, inter alia, identifies persons who are qualified to become directors and who may be appointed in key management positions and senior management. The Committee also finalizes their remunerations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee has not met during the year under review.

STAKE HOLDER''S RELATIONSHIP COMMITTEE

The Board duly constituted the Stakeholders'' Relationship Committee in accordance with regulation 20 of the SEBI Listing Regulations on June 10, 2024.

As on March 31, 2025, the Stakeholders'' Relationship Committee consists of one (1) Independent Director, Mr. S J Khaitan as Chairman and two (2) Executive Directors Mr. Arvind Goenka and Mr. Akshat Goenka as members. The Committee, inter alia, reviews the grievance of the security holders of the Company and redressal thereof. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee met once (1) during the year on February 14, 2025.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board duly constituted the Corporate Social Responsibility Committee (CSR Committee) in accordance with Section 135 of the Companies Act, 2013 on June 10, 2024.

As on March 31, 2025, the Corporate Social Responsibility Committee (CSR Committee) consists of two (2) Independent Directors, Mr. S. J. Khaitan as Chairman and Mr. H S Shashikumar, Member and one (1) Executive Director Mr. Arvind Goenka as member. The Committee has not met during the year under review. The brief terms of reference of the Committee are provided in the Corporate Governance Report.

The CSR Committee of the Company has laid down the policy to meet the Corporate Social Responsibility objectives of the Company. The CSR Policy may be accessed on the Company''s website at https://occl-web.s3.ap-south-1 .amazonaws.com/ wp-content/uploads/2024/07/Corporate-Social-Responsibility-Policy.pdf The CSR Policy includes activities prescribed as CSR activity as per the Rules of Companies Act, 2013. The main Focus areas taken in the policy are Education, Health care and family welfare, Environment and Safety, contribution to any relief fund setup by the Government of India and any State Government.

The provisions of CSR were not applicable to the Company during the year under review as it did not meet any criteria as prescribed under Section 135 of the Companies Act, 2013.

RISK MANAGEMENT

The Company has put in place a risk management policy in order to, inter alia, ensure the proper risk identification, evaluation, assessment, mitigation and monitoring. Further, the risk management policy also provides a demarcation of the role of Board of Directors and Audit Committee for the purpose of effective risk management. The major risk elements associated with the business and functions of the Company have been identified and are being addressed systematically through mitigating action on a continuous basis. Audit Committee, under the supervision of the Board, shall periodically review and monitor the steps taken by the company to mitigate the identified risk elements.

The Risk Assessment is also discussed in the Management Discussion and Analysis attached to this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control system including internal financial Controls designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Self-certification exercise is also conducted by which senior management certifies effectiveness of the internal control system of the Company. Internal Audit is conducted throughout the organization by qualified outside Internal Auditors. Findings of the internal Audit Report are reviewed by the top Management and by the Audit Committee of the Board and proper follow up action are ensured wherever required. The Statutory Auditors have evaluated the system of internal controls including internal financial control of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business. The Audit Committee of the Board, from time to time, evaluated the adequacy and effectiveness of internal financial control of the Company with respect to:-

1. Systems have been laid to ensure that all transactions are executed in accordance with management''s general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has in place Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, to report concerns about unethical behavior and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The details of vigil mechanism as provided in the Whistle Blower Policy has been disclosed in the Corporate Governance Report forming an integral part of this Board''s Report. The Whistle Blower Policy is

disclosed on the Company''s website (web link: https://occl-web. s3.ap-south-1.amazonaws.com/wp-content/uploads/2024/07/ Vigil-Mechanism-Policy.pdf .

POLICY ON NOMINATION AND REMUNERATION

The summary of Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report. The Remuneration Policy of the Company is approved by the Board of Directors and is uploaded on the website of the Company. The weblink to the remuneration policy is as under: https://occl-web.s3.ap-south-1. amazonaws.com/wp-content/uploads/2024/07/Remuneration-Policy.pdf .

POLICY ON DIRECTORS'' APPOINTMENT

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skill and experience that are required of the members of the Board. The members of the Board should possess the expertise, skills and experience needed to manage and guide the Company in the right direction and to create value for all stakeholders. The members of the Board should be eminent persons of proven competency and integrity with an established track record. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the members are required to have a significant degree of commitment to the Company and should devote adequate time in preparing for the Board meeting and attending the same. The members of the Board of Directors are required to possess the education, expertise, skills and experience in various sectors and industries needed to manage and guide the Company. The members are also required to look at strategic planning and policy formulations.

The independent members of the Board should not be related to any executive or independent director of the Company or any of its subsidiaries. They are not expected to hold any executive or independent positions in any entity that is in direct competition with the Company. Board members are expected to attend and participate in the meetings of the Board and its Committees, as relevant. They are also expected to ensure that their other commitments do not interfere with the responsibilities they have by virtue of being a member of the Board of the Company. While reappointing Directors on the Board and Committees of the Board, the contribution and attendance record of the Director concerned shall be considered in respect of such reappointment. The Independent Directors shall hold office as a member of the Board for a maximum term as per the provisions of the Companies Act, 2013 and the rules made thereunder, in this regard from time to time, and in accordance with the provisions of the Listing Regulations. The appointment of Directors shall be formalized through a letter of appointment.

The Executive Directors, with the prior approval of the Board, may serve on the Board of any other entity if there is no conflict of interest with the business of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors state that:

a) In preparation of the annual accounts for the financial year ended March 31,2025, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors have selected such Accounting Policies as listed in the Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31,2025 and of the profits of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

INSURANCE

The Company''s properties, including building, plant & machineries and stocks, among others, are adequately insured against risks.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial Statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial Statements.

AUDITORS AND THEIR REPORTa. Statutory Auditors:

The Shareholders of the Company at the 2^nd Annual General Meeting (AGM) held on June 20, 2024, approved

the appointment of M/s. Singhi & Company, Chartered Accountants (ICAI Firm Registration No. 302049E) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 for a term of 5 years from the conclusion of 2^nd AGM till the conclusion of 7^th AGM to be held in financial year 2029-30.

The Statutory Auditors'' Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, forms part of this Annual report. The statutory audit report is self-explanatory and there is no qualification, reservation and adverse remarks or disclaimer by the statutory auditor in the Statutory Audit Report.

b. Secretarial Auditors:

The Board of Directors of the Company at their meeting held on February 11, 2025, appointed Mr. Pawan Kumar Sarawagi, Practicing Company Secretary of M/s. P Sarawagi & Associates having office at Narayani Building, Room No.107, First Floor, Brabourne Road, Kolkata - 700001 for conducting the Secretarial Audit of the Company for the financial year 24-25.

The Secretarial Audit Report in Form MR-3 for the FY ended March 31,2025, is annexed herewith as "Annexure A".

The Secretarial auditor of the Company has given an unqualified report for the FY 2024-25.

c. Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company relating to insoluble Sulphur plants located at Dharuhera, Haryana is required to be audited. Your Board had on recommendation of the Audit Committee, appointed Messrs J K Kabra & Co., Cost Accountants to audit the cost accounts of the Company for the financial year 24-25 on a remuneration of H1.4 Lakh. The Cost Audit Report for the year ended March 31,2025 has been submitted to the Ministry of Corporate Affairs within stipulated time period.

As required under the Companies Act, 2013, the remuneration payable to Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a Resolution seeking member''s ratification for remuneration payable to Messrs J K Kabra & Co., Cost Auditors is included at item no. 4 of the Notice convening the Annual General Meeting.

ANNUAL RETURN OF THE COMPANY

In accordance with Section 134(3)(a) of the Companies Act, 2013 read with sub-section (3) of section 92 of the Act, the Annual Return as on March 31, 2025 will be made available on the website of the Company at the link : https://www.occlindia.com/ investor-relation/annual-returns/.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance for the financial year 2024-25, pursuant to the SEBI Listing Regulations along with an Auditors'' Certificate on compliance with the conditions of Corporate Governance is annexed to this report.

RELATED PARTY TRANSACTIONS

During the year, pursuant to approval of shareholders dated June 20, 2024, under Regulation 23 of the SEBI Listing Regulations, your Company entered into Material Related Party transactions with several related parties (As there were no operation in the Company during the FY 23-24). Further, approval of the Audit Committee was sought for all related party transactions.

All related party transactions were in compliance with the applicable provisions of the Companies Act 2013 and SEBI Listing Regulations. Details with respect to transaction(s) with the Related Party(ies) entered into by the Company during the reporting period are disclosed in the accompanying Financial Statements and the details pursuant to clause (h) of Section 134(3) of Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 which is Annexed as ''''Annexure B” .

Your Directors draw attention of the shareholders to the financial statements which set out related party disclosures. The approved policy on Related Party Transaction as required under the SEBI Listing Regulations is also available on the website of the Company. The weblink to the same is as under: https://occl-web. s3.ap-south-1.amazonaws.com/wp-content/uploads/2025/05/ Related-Party-Transaction-Policy-OCCL.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 2024-25, pursuant to the SEBI Listing Regulations is given as a separate statement in the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, 2015 read with SEBI Circular No. SEBI/ HO/CFD/CMD-2/P/ CIR/2021/562 dated May 10, 2021, Business Responsibility and Sustainability Report (''BRSR'') for the financial year 2024-25 is not applicable to the Company. Accordingly, the Company has not prepared BRSR for the FY 2024-25.

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

There are no applications made or any proceeding pending during the year under review under the Insolvency and Bankruptcy Code, 2016.

CEO AND CFO CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI Listing Regulations, the CEO and CFO certification as specified in Part B of Schedule II thereof is annexed to the Corporate Governance Report. The Managing Director & CEO and the Chief Financial Officer also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of the SEBI Listing Regulations.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

EARNINGS & OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report as “Annexure C”.

RESEARCH & DEVELOPMENT

Research & Development is fundamental to the Company''s efforts to maintain the technical and quality edge for the product. A full in-house Research & Development team works on a continuous basis to improve the quality of the product and its properties. New Grades are also being developed to meet customers varied requirements. Research in the areas of improving and streamlining process parameters and rationalizing fuel consumption is also being carried out. Help of accredited independent laboratories is also taken as and when required for studying and evolving critical parameters.

The Company''s Research and Development Facility is approved by Department of Scientific and Industrial Research, Ministry of Science and Technology Government of India.

The R&D lab is regularly augmented by acquiring state-of-the-art analytical and process equipment to help with faster and detailed analysis. Further, pilot plants, as required, are being set up to validate the research findings. The details of some specific R&D

activities carried out and benefits derived from them have been annexed to this report.

POLLUTION CONTROL AND SAFETY

Your Company''s Plants have all the requisite Pollution Control Equipment and meet all the desired and statutory norms in this regard. The Company places the highest emphasis on the safety of its personnel and plants. All the statutory requirements in terms of safety are followed and exceeded. The Insoluble Sulphur Units of the Company enjoy IATF 16949, ISO 9001, ISO 14001, ISO 20400 and ISO 45001 Certification. The Company uses Natural Gas and Propane in place of liquid fuels. The backup DG set at Dharuhera plant are dual fuels sets, thus contributing to reduction of pollution. Rooftop solar plants of capacity 858 KWp and 500 KWp are installed at Dharuhera and Mundra Plants, respectively for captive consumption. A power turbine of 485 KWH capacity utilising surplus steam from Sulphuric Acid plant is in place. Projects to reduce fuel consumption and thus reduce gas emission are taken on a continuous basis.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as “Annexure D”, which is annexed hereto and forms a part of the Boards'' Report.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Code of Conduct for Directors and Senior Management Personnel is posted on the Company''s website. The Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the financial year ended on March 31, 2025. The declaration is annexed to the Corporate Governance Report.

SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company is an equal opportunity employer and believes in providing opportunity and key positions to women professionals. We have endeavored to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions and create and maintain a healthy and conducive work environment that is free from discrimination. This includes discrimination on any basis, including gender, as well as any form of sexual harassment.

During the period under review, no case was filed under the Act. Your Company has constituted Internal Complaints Committee ("ICC") for various business divisions and offices, as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

The Hon''ble National Company Law Tribunal, Ahmedabad Bench (NCLT) and National Company Law Appellant Tribunal (NCLAT) has approved the Scheme vide their order dated April 10, 2024 and May 27, 2024, respectively. Apart from the above, there has been no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and the Company''s operations in future.

COMPLIANCE OF SECRETARIAL STANDARDS

The Directors state that proper systems have been devised to ensure compliance with the applicable laws. Pursuant to the provisions of Section 118 (10) of the Act, during FY 2024-25, the Company has adhered with the applicable provisions of the Secretarial Standards ("SS-1 and SS-2") relating to ''Meetings of the Board of Directors'' and ''General Meetings'' issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

ACKNOWLEDGEMENT

The Board places on record its appreciation of the support and assistance of various Banks, Government Agencies, Suppliers, valued Customers and the shareholders in particular and looks forward to their continued support. Relations between your Company and its employees remain cordial and the Directors wish to express their appreciation for the co-operation and dedication of all employees of the Company.

Your Directors have pleasure in presenting the Second Annual Report on business and operations of
the Company together with the Audited Financial Statements of the Company for the financial year
ended 31^st March, 2024.

FINANCIAL PERFORMANCE

Financial performance of the company for the year ended 31^st March 2024 is summarised as follows:-

(Figure in Lakhs)

OPERATIONS AND STATE OF THE COMPANY''S AFFAIRS

The Company has not commenced business operations as on the date of this report. During the year
under review, the Company has incurred a loss of Rs. 5.99 lakhs after tax expenses of Rs. 1.34 lakhs.
The Company has not transferred any amount to General Reserve during the year.

ADOPTION OF IND-AS

Since the Company is a wholly owned subsidiary of a listed Company, it has prepared and presented
its standalone financial statements for the financial year ended 31^st March 2024 in accordance with
the Ind-AS.

CHANGE IN NATURE OF BUSINESS

The Board confirms that there was no change in the nature of the business being carried out by the
Company during the year under review.

HOLDING COMPANY

The Company is a wholly owned Subsidiary of Oriental Carbon & Chemicals Limited.

SUBSIDIARIES, JOINT VENURES OR ASSOCIATES

Your Company does not have any Subsidiary, Joint Venture or Associate.

SHARE CAPITAL

During the period under review, the company has neither increased its authorized capital nor issued
any shares or securities. The issued, subscribed and paid-up share capital of your Company as on 31^st
March, 2024 remain at Rs. 1,00,000/- (Rupees One Lakh only) divided into 10,000 (Ten Thousand)
equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

There was no change in the Authorised Share Capital of the Company. The Authorised Capital as on
31^st March, 2024 remain at Rs. 5,00,000/-(Rupees Five Lakh only) divided into 50,000 (Fifty Thousand)
equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

DIVIDEND

The Company is yet to commence business operations and incurred loss for the year ended 31^st March,
2024. Hence, the Directors are constrained to recommend for payment of dividend for the financial
year under review.

SCHEME OF ARRANGEMENT

The Hon''ble National Company Law Board Tribunal, Ahmedabad Bench (NCLT) vide its order dated
10^th April, 2024 has approved the Scheme of Arrangement between the Company (Resulting Company)
and Oriental carbon and Chemicals Limited, (Demerged Company), for transfer of Chemical Business
Undertaking of the Demerged Company to the Resulting Company on a going concern basis.

The Board of Directors of the Demerged Company and the Resulting Company, at their respective
meetings held on 24^th May 2022 had approved the Scheme whereby the Appointed Date (as defined
in the Scheme) of the Scheme was defined as the Effective Date (as defined in the Scheme).

However, the Hon''ble NCLT has suo motu amended the said Appointed Date to be the date of
pronouncement of the NCLT Order i.e. 10^th April, 2024. After evaluating the overall impact of the
aforesaid NCLT Order, the Companies have filed an appeal before the Hon''ble National Company Law
Appellate Tribunal (NCLAT) to allow the Appointed Date as defined in the Scheme as the Effective Date
and the Company is awaiting for the final order of NCLAT as on date of this report. The Scheme shall
be made effective upon receipt of final order of the NCLAT.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the directorship in the Company. Pursuant to
the provisions of Section 152 (6) of the Companies Act, 2013, Rules framed thereunder and the Articles
of Association of the Company, Mr. Akshat Goenka (DIN-07131982), Director of the Company, is due
to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re¬
appointment.

In terms of the provisions of Section 164 of the Companies Act, 2013, none of the Directors of the
Company are disqualified for appointment or for continuation as Director of the Company.

EXTRACT OF ANNUAL RETURN

In terms of MCA notification dated 5^th March, 2021 read with Section 134(3)(a) of the Companies Act,
2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, the requirement of
annexing of an extract of Annual Return in the Board''s report''is no longer required and accordingly,
no such disclosure is being annexed with this report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met six (6) times during the financial year from 1st April, 2023 to 31st
March, 2024 i.e. on 07.04.2023,10.05.2023, 01.08.2023, 23.10.2023, 25.01.2024 and 22.03.2024. The
intervening gap between the Meetings was within the period prescribed under the Companies Act,
2013. The details of meeting attended by the each director of the Company are given below:

AUDITORS

M/s. A K A G & Associates, Chartered Accountants (FRN-304153E), Statutory Auditors of the Company
had tendered their resignation on 21^st March, 2024 as they were unable to continue as auditors due to
preoccupation with other assignments. This had resulted in a casual vacancy in the office of Statutory
auditor.

Pursuant to recommendation of the Board of Directors, shareholder of the Company at the Extra-
Ordinary General Meeting held on 26^th March 2024 had appointed M/s. Singhi & Co, Chartered
Accountants as the Statutory Auditors to fill the aforesaid casual vacancy and to conduct Statutory
Audit for the financial year 2023-24 and their tenure will expire at the ensuing Annual General
Meeting.

M/s. Singhi & Co., Chartered Accountants have confirmed their eligibility and qualification under
Section 141 of Companies Act 2013 for appointment as Statutory Auditors of the Company. The Board
of Directors has recommended for the appointment of M/s. Singhi & Co., Chartered Accountants, as
the statutory Auditors of the Company to hold office from the conclusion of 2^nd AGM till the conclusion
of 7^th AGM of the Company.

AUDITOR''S REPORT

The Auditors report forming part of the Accounts are self explanatory and need no comments.
REPORTING OF FRAUDS

During the year under review, the Statutory Auditors of the Company have not reported any frauds to
the Board of Directors under Section 143(12) of the Act.

PUBLIC DEPOSIT

The Company has not accepted any public deposits and it does not hold any public deposit as on 31^st
March, 2024. As such, the details required to be given pursuant to the provisions of sub-rule 5 of Rule
8 of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review the compliance of the requirements of Section 135 of the Companies
Act, 2013 was not applicable to the Company. Further, considering the financial and other factors,
your company could not take any initiative in this regard.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length
basis and were in the ordinary course of business details of which are given in the notes annexed to
and forming part of the Financial Statements.

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

Considering the nature of its activities, no measures were/are required to be taken by the Company
for energy conservation and/or for additional investment for reduction in energy consumption.
Further, there being no involvement of any technology as such in the company''s activities during the
year under review, no comments are made in this regard as well. There were no foreign exchange
earnings or outgo during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

None of the employees of the Company were in receipt of remuneration in excess of the limits
prescribed under Rules 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 and Companies (Appointment and Remuneration of Managerial Personnel)
Amendment Rules 2016.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls as a part of sound financial
management of the Company. The Company periodically reviews the existing financial controls for
better monitoring and evaluation of the performance of the Company.

RISK MANAGEMENT

The Board of Directors of the Company look into the element of risk associated with the Company. At
present the Company has not identified any element of risk which may threaten its existence.

MATERIAL CHANGE AND COMMITMENT

During the year under review, there have been no material changes and commitments affecting the
financial position of the Company.

Further, there have been no other material changes and commitments affecting the financial position
of the Company since the close of financial year ended 31^st March, 2024 and to the date of this report
except the details given above regarding the approval of the Scheme of arrangement.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Except the details given above regarding the approval of the Scheme of arrangement, there were no
significant and material orders passed by any regulator / court / tribunal impacting the going concern
status and the Company''s operations in future.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE PROVIDED

During the period under review, the Company neither gave any loan nor made any investment or
provided guarantee or security within the meaning of section 186(4) of the Companies Act, 2013, and
accordingly, no disclosure is required to be made with respect thereto.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 (hereinafter
referred to as "the Act") Directors of the Company hereby state and confirm that-

(a) In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable
accounting standards read with requirements set out under Schedule III to the Act, have been
followed and there were no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at 31^st March, 2024 and of the profit and loss of the
Company for the year ended on that date;

(c) The Directors 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) The Directors have prepared the annual accounts on a going concern basis;

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

(f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively;

SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

As required under the provisions of the sexual harassment of women at the workplace (Prevention,
Prohibition & Redressal (Act 2013) read with the sexual harassment of women at the workplace
(Prevention, Prohibition & Redressal (Rules 2013), an Internal Committee (ICC) with requisite no. of
representatives has been set up to redress complaints of sexual harassment, if any.

The following is a summary of sexual harassment complaints received and disposed off during the
financial year 2023-2024.

No. of complaints received : NIL

No. of complaints disposed off : NIL

COMPLIANCE OF SECRETARIAL STANDARDS

The Directors have devised proper systems and procedures for ensuring compliance with all applicable
secretarial standards as approved by the Central Government under Section 118 (10) of the
Companies Act 2013.

ACKNOWLEDGEMENT

The Board would take this opportunity to express their deep gratitude for the continued co-operation
and support received from valued shareholders during the year.

For and on behalf of the Board of Directors

dK &A"

Arvind Goenka Akshat Goenka

Place: Noida Director Director

Date: 15* May, 2024 (DIN-00135653) (DIN: 07131982)