Osiajee Texfab Ltd

###Mr. Akashdeep (DIN: 10298196) was appointed as an Additional Director (Independent) by the Board of Directors in their meeting held on September 01, 2023 and his appointment as a Non-Executive Independent Director was approved by the members in their meeting held on September 30, 2023.

Pursuant to Regulation 18 read with Part C of Schedule II of SEBI (LODR) Regulations, 2015, The Composition of Audit Committee as on March 31, 2023 comprises of Mr. Ankur Verma, Ms. Reema Saroya and Mr. Akashdeep.

Mr. Ankur Verma, Independent Director, is the Chairman of the Audit Committee. The representatives of Internal and Statutory Auditors are invitees to Audit Committee meetings and the Company Secretary acts as the Secretary of the Audit Committee.

During the financial year ended March 31, 2024, 4 (Four) meetings of the Audit Committee were held on May 19, 2023, August 08, 2023, November 14, 2023, and January 16, 2024 which were attended by the members of the Committee. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

Pursuant to Regulation 19 read with Part D of Schedule II of SEBI (LODR) Regulations, 2015, The composition of Nomination and Remuneration Committee as on March 31, 2024 comprises of Mr. Ankur Verma, Ms. Megha Jain and Mr. Akashdeep all of whom are Non- Executive Directors.

Mr. Ankur Verma, Non-Executive Independent Director of the Company, is the Chairman of the Nomination and Remuneration Committee.

During the financial year ended March 31, 2024, 3 (Three) meetings of the Nomination and Remuneration Committee were held on May 19, 2023, September 01, 2023 and March 13, 2024 which were attended by the members of the Committee.

Pursuant to Regulation 20 read with Part D of Schedule II of SEBI (LODR) Regulations, 2015, the composition of Stakeholders Relationship Committee as on March 31, 2024 comprises of Three Member i.e. Ms. Megha Jain, Mr. Ankur Verma and Mr. Akashdeep all of whom are Non- Executive Directors.

Ms. Megha Jain, Non-Executive Director, is the Chairman of the Stakeholders Relationship Committee.

During the financial year ended on March 31, 2024, 1 (One) meeting of the Stakeholders Relationship Committee were held on May 19, 2023 which were attended by the members of the Committee.

Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the Company, hence no Corporate Social Responsibility Committee has been formed. However, the Company tries in its best possible ways to involve itself in social development activities.

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 enclosed as Annexure II and they have also confirmed that they have complied with the Company's Code of Business Conduct and Ethics. Based on Independent Director's declarations, the Board of Directors is of the opinion that the Independent Directors fulfill the said condition of Independence. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

The details of Internal Control Systems and their adequacy have been discussed in the Management Discussion and Analysis Report under the title ‘Internal Control Systems'.

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of your Company, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made 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 on March 31, 2024 and of the profit and loss of the company for that period;

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

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

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2023-24.

As required to be reported pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2023-24.

In terms of Section 92(3) and 134(3)(a) of the Companies Act, 2013 the Annual Return of the Company is available on the website of the Company at the link: www.osiajeehdl.com

M/s. S C Mehra & Associates LLP, Statutory Auditors of your Company having (ICAI Firm Registration No. 106156W) were appointed at the 28^th Annual General Meeting of the Company held on September 30, 2023 for a period of 5 years i.e. from financial year 2022-2023 to 2027-2028 on a remuneration as mutually agreed upon by the Board of Directors and Statutory Auditor.

The Board of Directors, on the recommendation of the Audit Committee, has recommended for the approval of the members for reappointment of M/s. S C Mehra & Associates LLP, Statutory Auditors for Second term of Five years commencing from the conclusion of this AGM till the conclusion of the 32^nd Annual General Meeting of the Company. Appropriate resolution seeking the approval of the members is mentioned in the Notice convening the 28^th AGM of the Company.

In view of the above, the Audit Committee is requested to note the eligibility of the Statutory Auditor based on the Certificate received from them confirming that they do not attract any disqualification u/s 141 of the Companies Act, 2013.

The Statutory Auditors' Report forms part of the Annual Report. There is no audit qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review, which required the Statutory Auditor to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed thereunder.

Pursuant to the provision of Section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors has appointed M/s JPM & Associates LLP, Company Secretaries (LLP ID: L2020PB007800 and Peer Review Cert. No. 1903/2022), as Secretarial Auditors to undertake secretarial audit of the Company for the Financial Year ended March 31, 2024. The Secretarial Audit Report is annexed as Annexure- III and form an integral part of this report.

The Secretarial Auditor has not expressed any qualification, reservation or adverse remark in their Secretarial Audit Report for the year under review except the following:

1. The Company has not appointed Not Appointment of Company Secretary and Compliance Officer within time limit mentioned in Regulation 6(1) of SEBI (LODR) 2015.

The Board would like to clarify that delayed in appointment of Company Secretary because Company could not find suitable candidate for the post of Company Secretary and compliance officer.

2. The company has not paid Listing Fees for the FY 2023-24.

The Board would like to clarify that the management ensured to deposit Listing Fees as soon as possible.

The Annual Secretarial Compliance Report of the Company pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, is uploaded on the website of the Company i.e. www.osiajeehdl.com.

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

Pursuant to Section 138 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed M/s. Rajan Beri & Associates, Chartered Accountants as Internal Auditor of the Company for the FY 2023-24 and as per their Internal Audit Report no reportable weakness in the system was observed.

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, appointment of Cost Auditor is not applicable to our company.

The Company has a comprehensive Risk Assessment and Minimization Procedure which enables it to take certain risks to remain competitive and achieve higher growth and at the same time mitigate other risks to maintain sustainable results. The Company's activities expose it to a variety of Financial Risks which are Market Risk, Credit Risk, Liquidity Risk and Capital Risk.

During the year under review, your Company has not accepted or renewed any Deposit within the meaning of Section 73 of the Companies Act, 2013 and the rules made thereunder.

All contracts / arrangements / transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an arm's length basis. During the period under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions and accordingly, the disclosures in Form No. AOC-2 is not applicable. Details of all related party transactions are mentioned in the notes to financial statements forming part of the Annual Report.

The Audit Committee approves all the Related Party Transactions in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Omnibus approvals are obtained on a yearly basis for transactions which are repetitive in nature. In terms of Regulation 23 of SEBI (LODR) Regulations, 2015, the Company submits the disclosures of Related Party transactions to the Stock Exchange and also publishes the same on its website every six months.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is available on the official website of the Company at www.osiajeehdl.com.

Particulars of Loans, Guarantees or Investments by the Company under section 186

The Particulars of loans, investments or guarantees have been disclosed in notes to the financial statements and the Company has duly complied with Section 186 of the Companies Act, 2013 in relation to Loans, Investment and Guarantee during the financial year 2023-24.

Pursuant to the thresholds laid down under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"), for the FY 2023-24 Osiajee Agro Farms Limited is material subsidiary of the Company. The board of directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy has been uploaded on the Company's website and can be accessed at www.osiajeehdl.com.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies Accounts) Rules, 2014, a statement containing salient features of financial statements of wholly owned subsidiary company in Form AOC-1 is attached to the Financial Statements. The separate audited financial statements in respect of the subsidiary shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of the wholly owned subsidiary are also available on the website of the Company at www.osiajeehdl.com.

During the year ended March 31, 2024, there were no material changes and commitments affecting the financial position of the Company that have occurred to which financial results relate and the date of the Report.

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No INE186R01013 has been allotted for the Company's Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant. As on March 31, 2024, 99.15% of the paid-up Equity Share Capital stands in Demat mode and the remaining 0.85% Equity Shares were held in physical mode, the details of which are as follows:

The shares of your Company are listed at Bombay Stock Exchange (BSE) Limited. The applicable Annual Listing fee has been duly paid by the Company to the Stock Exchange for the Financial Year 2023-24.

As on the last day of financial year under review, the Company has one Subsidiary- Osiajee Agro Farms Limited, the wholly owned subsidiary.

Osiajee Agro Farms Limited was incorporated on September 29, 2021 to commence business in Agro Farming. The wholly owned subsidiary Company is pursuing high growth agro farming in Eucalyptus and Poplar trees in Hoshiarpur district of Punjab, the produce of which are sold to nearby plywood industry as well as other wood-based manufacturers.

The Audited Consolidated Financial Statements prepared by the Company are duly provided in the Annual Report of the Company.

Corporate Governance

With reference to the captioned subject and regulation 15(2)(a) of the said regulations the compliance with the corporate governance provisions as specified in regulations 17, 17A 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of the Schedule V shall not apply to listed entity having paid up equity share capital not exceeding rupees Ten Crore and net worth not exceeding rupees Twenty Five Crore, as on the last date of the previous financial year. Hence Compliance with above mentioned provisions relating to Corporate Governance are not applicable to your Company.

The Secretarial Standards issued and notified by the Institute of Company Secretaries of India as amended/replaced from time to time have been complied with by the Company during the financial year under review.

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's future operations.

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources. The Company is committed to continuously take further steps to provide a safe and healthy environment.

The Board of Directors has framed the nomination and remuneration policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment and removal of Directors, Key Managerial Personnel / Senior Management which are considered by the Nomination and Remuneration Committee and the Board of Directors.

The nomination and remuneration policy is displayed on the Company's website at www.osiajeehdl.com.

Change of Registered Office

During the year, the Registered Office of the Company has been shifted from "1043-1043, Bahadurpur Gate Road, Near Maurya Palace, Hoshiarpur- 146001, Punjab" to "Second Floor, Navraav Electro Limited Building, Opp. Punj Honda, Jalandhar Road, Hoshiarpur, Balachaur, Punjab, India, 146001" with effect from January 13, 2024.

A detailed section on Human Resource/Industrial Relations is provided in the Management Discussion and Analysis Report, which forms part of this Annual Report.

The Company has implemented Vigil Mechanism & Whistle Blower policy. The policy inter-alia provides that any Directors, Employees, Stakeholders who observe any unethical behavior, actual or suspected alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or Managing fraud or violation of the Company's code of conduct or ethics, policies, improper practices or Director of the Company. The Identity of the Whistle Blower shall be kept confidential to the greatest extent possible.

The detailed procedure is provided in the policy and the same is available on official website of the Company at following link www.osiajeehdl.com.

During the year under review, there were no instances of fraud reported to the Audit Committee/ Board. Further, all recommendations of the Audit Committee were accepted by the Board.

Familiarization Program for Independent Directors

A policy on familiarization program for independent directors has been adopted by the Company. All new Independent Directors inducted to the Board are presented with an overview of the Company's business operations, products, organization structures and about the Board Constitutions and its procedures. The policy is available at company's website www.osiajeehdl.com.

Disclosure under Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act 2013.

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The number of employees being less than 10, the Company is not required to constitute an Internal Complaint Committee however, to redress complaints received regarding sexual harassment the Company has formed a complaint mechanism which is mentioned in the policy. During the year under review, the Company had not received any complaint of harassment. The policy is available at company's website www.osiajeehdl.com.

Information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure IV and forms part of this report.

1. The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

2. The Business Responsibility Reporting as required under SEBI (LODR) Regulation, 2015 is not applicable to your Company for the financial year under review.

3. A certificate from a Company Secretary in practice that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is annexed herewith as a part of the report.

During the year under review, no fraud was reported to the Board of Director of the Company.

As a responsible corporate citizen, the Company welcomes and supports the ‘Green Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of the Annual Report to Shareholders at their e-mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA, by sending a letter, duly signed by the first/sole holder quoting details of Folio No.

Your directors wish to place on record sincere gratitude and appreciation, for the contribution made by the employees at all levels for their hard work, support, dedication towards the Company.

Your directors thank the Government of India and the State Governments for their co-operation and appreciate the relaxations provided by various regulatory bodies to facilitate ease in compliance with provisions of law.

Your directors also wish to thank its customers, business associates, suppliers, investors and bankers for their continued support and faith reposed in the Company.