To,

The Members

Your Directors present their 40^lIj Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended, 31" March, 2024.

1. Financial Results

2. DIVIDEND:

In view of nominal profit, your Directors regret their inability to propose any dividend for the Financial Year ended 31^s1 March, 2024.

3. FINANCIAL PERFORMANCE OF THE COMPANY:

Operating revenue was at Rs. 6.52 Lacs in the Financial Year 2023-24 as compared to Rs. 15.58 Lacs in Financial Year 2022-23. The decrease in revenue was mainly due to slack in business opportunities. The Net Loss during the FY 2023-24 is Rs. 16.26 Lacs as compared to loss of Rs. 9.77 Lacs during the last financial year.

4. SHARE CAPITAL:

The paid-up Equity Share Capital of the company as on 31st March, 2024 was Rs.3,00,66,000 (Rupees Three Crore and Sixty Six Thousand). During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity,

5. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve.

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

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are not applicable to the Company.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company during the period under review.

S. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The same is set out in this Annual report.

9. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/THE REPORT OF THE BOARD:

The Financial statement of the Company/Directors' Report has not been revised during the period under review as per Section 131 of the Companies Act, 2013.

10. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Amendment Act, 2017; Companies having a website shall place a copy of the Annual Return (MGT-7) on its website and also give a web link of the Annual Return in the Board's Report.

The extract of Annual Return Form MGT-9 is available on website of the Company at www. corporatement ors. in,

11. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder.

12. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate internal financial controls commensurate with the nature of its business and size of its operations beside timely statutory audit, limited reviews and internal audits taking place periodically. The reports of the internal audit along with comments from the management are placed for review before audit committee.

13. BOARD OF DIRECTORS AND ITS MEETINGS:

The Company's Board comprises of Six Directors having adequate combination of Executive and Non-Executive Directors of the Company, The Chairman of the Board is a Non-Executive Director. The number of Non-Executive Independent Directors is 50% of the total strength of the Board. There is one Woman Director on the Board of the Company.

The Board of Directors met 6 (Six) times during the Year under review. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

14. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. S. N. AgarwaL, Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Mr. Parminder Singh Kalsi was appointed as Independent Director w.e.F, 30.07. 2024.The Board recommends their reappointment / ratification.

15.STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

The Independent Directors have submitted the declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013, stating that they meet the criteria find dependence as provided in sub-section (6) and there has been no change in the circumstances which may affect their status as independent director during the year.

16. COMMITTEES OF BOARD:

I. Nomination and Remuneration Committee:

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with rules, the Company has appropriate Nomination and Remuneration Committee consisting of three Non-executive Directors, all the Directors being Independent Directors. The Committee acts in accordance with the Terms of Reference' approved and adopted by the Board from time to time.

The existing Nomination and Remuneration Committee of the Company consists of three Directors with Independent Directors for mina majority and the said constitution is in line with the provisions of Section 178 of the Companies Act, 2013, read with the rules.

The Composition of the Committee is as under:

Remuneration Policy and Criteria for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management positions.

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and Senior Management as well as well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The Policy broadly lays down the guiding principles, philosophy and the bas is for payment of remuneration to the executive and non-executive Directors (byway of sitting fees and commission), Key Managerial Personnel and Senior Management. The criteria for selection of candidates for the above positions cover the various factors and attributes which are considered by the Nomination & Remuneration Committee and the Board of

Directors while making as election of the candidates. The above policy along with the criteria for selection is available at the website of the Company at www.corporatementors.in.

II. Audit Committee:

The existing 'Audit Committee' of the Company consists of three Directors with Independent Directors form in a majority and the said constitution is in line with the provisions of Section 177 of the Companies Act, 2013, read with the rules and the Company has re-constituted committee in the Board Meeting held on 24 ^h July, 2024.The Audit Committee act sonic accordance with the' Terms of Reference' specified by the Board in writing from time to time.

The Composition of the Committee is as under:

III. Stakeholders Grievance Committee:

The existing Stakeholders Grievance Committee of the Company consists of three Directors with Independent Directors for mina majority and the said constitution is in line with the provisions of Section 178 of the Companies Act, 2013, read with the rules and the Company has re-constituted committee in the Board Meeting held on 24th July, 2024, The Stakeholders Grievance Committee act sonic accordance with the' Terms of Reference' specified by the Board in writing from time to time.

The Committee has the mandate to review, redress shareholders¹ grievances and to approve all share transfers / transmissions.

The Composition of the Committee is as under:

IV. The Vigil Mechanism:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established Whistle Blower Policy &Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and for reporting the genuine concerns or grievances or Concerns of actual or suspected, fraud or violation of the Company's code of conduct.

The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns, The Audit

Committee oversees the Vigil Mechanism. The same is uploaded on the website of the Company www.corporatementor s. in

17. RELATED PARTY TRANSACTIONS:

During the year, your company has not entered into any related party transactions. Thus, disclosure in Form AOC-2 in terms of the Companies Act, 2013 is not. required,

18. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Sections 134(3) (p), 149(8), Schedule IV of the Act and in accordance with the policy for Performance Evaluation of the Individual directors, Board and its Committees, which includes criteria for performance evaluation, as structured questionnaire was prepared after taking in to consideration the various aspects of the Board s functioning, composition of the Board and its Committees, effectiveness of Board / Committee processes, information provided to the Board, etc. On the basis of the said questionnaire, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Executive Directors, Committees and the Chairman of the Board. A separate meeting of the Independent Directors was also held during the year for the evaluation of the performance of non- independent Directors, performance of the Board as a whole and that of the Chairman. The Board expressed their satisfaction with thee valuate on process.

19. STATUTORY AUDITORS:

M/s H. G. Sarvaiya & Co., Chartered Accountants (Firm Registration No. 115705W), Statutory Auditors of the Company will hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment as per Section 139 of the Companies Act, 2013, M/s H, G. Sarvaiya & Co., Chartered Accountants, have expressed their willingness to get re-appointed as the Statutory Auditors of the company and has furnished a Certificate of their eligibility and consent under Section 141 of the Companies Act, 2013 and the rules framed there under. In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors

have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI, The board recommends the appointment of M/s H. G. Sarvaiya & Co,, Chartered Accountants (Firm Registration No, 115705W) as the Statutory Auditors of the Company. The members are requested to reappoint M/s H. G. Sarvaiya & Co,, Chartered Accountants (Firm Registration No, 115705W) as Auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting in 2025.

20. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

M/s. MANTHAN NEGANDHI & CO, (Proprietor MANTHAN NEGANDHI) Practicing Company Secretaries was appointed to conduct Secretarial Audit of the Company for the financial year 2023-24 as required under section 204 of the Companies Act, 2013 and the rules there under. The Secretarial Audit report for the financial year 2023-24 forms part of the annual report.

21. CORPORATE GOVERNANCE

Pursuant to the Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is effective from 01st December, 2015, the Company is not required to comply with provisions of Corporate Governance as its paid-up capital is less than Rs.10 Crore and its net worth is also less than Rs. 25 Crore as on 31st March, 2024.

22. QUALIFICATION, RESERVATION OR ADVERSE REMARKOR DISCLAIMER MADE BY AUDITORS:

There are no qualifications or adverse remark or disclaimers made by the Auditors in their reports.

23. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitment so there than in the normal course of business have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

24. DETAILS OF HOLDING/ SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company is not a holding, a subsidiaiy or an associate company of any company and vice versa. The Company does not have any joint ventures.

25. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY U/S134:

The Board of the Company looked into the element of risk associated with the company. At present, the Company has not identified any element to frisk which may threaten the existence of the Company. As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 the top 100 listed entities needs to adopt Risk

Management Policy. Therefore, the Company is not required to adopt Risk Management Policy.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to provide safe and conducive environment to its employees. The Company has an Internal Complaints Committee (ICC) to red rests complaints received regarding sexual Harassment. Your Directors further state that during the year under review, there was no case filed pursuant to the Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act,2013.

27. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the Directors are drawing remuneration. There are only two employees in the Company i.e. Mr. Krishna Jha (CFO) and Mr. Anis Attar (Company Secretary). Mr. Krishna Jha is not drawing any salary. Hence there being no directors drawing remuneration and only one employee drawing salary, it is not possible to derive ratio of remuneration of each Director to median remuneration of employees for the Financial Year 2023-24 as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Person nel)Rules, 2014.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OF COMPANIES ACT, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of Companies Act, 2013,

29. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT BY THE COMPANY:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 have been set the notes to accounts.

30. CORPORATE SOCIAL RESPONSIBILITY POLICY:

During the year under review, the Company has not developed the policy on Corporate Social Responsibility as the Company does not fall under the prescribed lasses of Companies mentioned under sectionl35 (l)of the Companies Act, 2013.

31. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDERSUB-SECTION 148 OF THE COMPANIES ACT,2013:

The Company is not required to maintain Cost Records as specified by the Central Government under sub- section (1) of section 148 of the Companies Act, 2013.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOINGCON CERNSTATUS AND THE COMPANY SOPERATIONIN FUTURE:

The Delisting Committee of Bombay Stock Exchange Limited (BSE) had passed an order against the Company on July 04, 2018 there by delisting the securities of the Company under SEBI (Delisting of Equity Shares} Regulations, 2009, However the Order was rescinded on January 23, 2019 pursuant to which the equity shares of the Company are listed on BSE platform however the trading of securities is suspended. The Company is in the process of revocation of suspension of trading of securities.

The company received in principal approval of revocation of suspension of trading of securities.

33. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to sub-section{5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained / received from the operating Management, your Directors make the following statement and confirm that-

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

b) the directors had selected such accounting policies and applied the consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other regularities;

d) the director shad prepared the annual accounts 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 control sere adequate and were operating effectively; and

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

34. ACKNOWLEDGEMENT:

Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board of Directors

For Olympic Management & Financial Services Limited