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Dear Members,

Your Directors are pleased to present33^rd Annual Report covering the operational and financial performance of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY OF THECOMPANY

A brief summary of the audited financials of the Company for the FY ended March 31, 2024 is given below. The figures of the current FY and previous FY have been prepared in accordance with the Indian Accounting Standards ('Ind AS').

(Rs. in Lakh)

2. KEYHIGHLIGHTS:

Total Income for the year increased to Rs. 22.25 Lakhs in FY 2023-2024 in comparison of Rs.12.97 Lakhs in2022-2023, resulting in an increase of 71.55%.

The Company had recorded Net Loss of Rs.7.45 Lakhs in current year against Net loss of Rs. 25.05 Lakhs in year 2022-23. The Earnings per share (EPS) for the year is Rs. (0.23) per share as compared to Rs. (0.759) per share in the previous year.

3. STATE OF COMPANY'S AFFAIRS:

Your Company was in to production and export of Leather Garments and accessories. The company's products were exported mainly to Europe. Due to global impact of Covid-19 your company suffered loss of demand of leather goods. There is no market for the leather garments which the company was manufacturing. Keeping in view that there is no market/ future of these products, the management decided to shut down these activities and with the permission of shareholders sold plant, machinery, land and buildings. Necessary disclosures in this regard were given to Stock Exchange from time to time. All efforts are being made to revive the company.

Your management is exploring new avenues. As and when it finds any such opportunity it will start new line of activity.

4. DIVIDEND:

In view of the losses, no dividend has been recommended.

5. TRANSFER TO RESERVE:

During the FY 2023-24, the Company has not transferred any amount to General Reserve.

6. LISTING OF SECURITIES

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and Calcutta Stock Exchange ("The Exchange"). The Annual listing fee has been duly paid to the Stock Exchange, whenever the bills were received from the exchange.

7. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

8. MATERIAL CHANGES AND COMMITMENT S AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes affecting the affairs of the company which have occurred between the end of the financial year on March31, 2024 of the company to which the financial statements relate and the date of this report.

9. DEPOSITS:

Your Company has no unclaimed / unpaid matured deposit or interest due thereon. Your Company has not accepted any deposits covered under 'Chapter V- Acceptance of Deposits by Companies' of the Companies Act,2013 during the financial year ended March31, 2024.

10. CAPITALSTRUCTURE:

The Authorized Share Capital of the Company as on March 31, 2024 stands at Rs. 40,000,000/- divided into 40,00,000 equity shares of Rs.10/-each. The Paid up Equity Share Capital as at March 31, 2024 stood at Rs. 3,29,18,000/- consisting of 32,83,600 equity shares of Rs. 10/- each fully paid-up and 16,400 equity shares of Rs.10/- each partly paid-up (@Rs.5/-each).

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read with Schedule V (B) of the Securities of Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report. Annexure I.

12. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year 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 of the Company on materiality of related party transactions or covered under Section 188 of the Companies Act, 2013. Hence, the details of such contracts or arrangements with its related parties are not required to be disclosed in Form AOC-2 as prescribed under the Companies Act, 2013 and the Rules framed thereunder. Therefore, AOC-2 is not attached.

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Your company does not have any unlisted/listed subsidiary company or Joint Ventures or any Associate Companies. Therefore, AOC-1 is not attached.

14. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134 of the Companies Act, 2013 (the Act), the Directors make the following statements that:

a) In the preparation of the annual accounts, the applicable accounting standard shad been followed and there is no material departures;

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the loss of the Company for that period;

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

d) the Annual accounts for the FY 2023-24 have been prepared on a going concern basis;

e) the directors have laid down adequate internal financial controls and the same were followed by the Company effectively. The internal control system including internal financial controls of the Company is monitored by an independent Internal Audit Team, which en compasses examination/ periodic reviews to ascertain the adequacy of internal controls and compliance to the Company's policies. Weaknesses noted along with agreed upon action plans are shared with the Audit Committee, which ensures the orderly and efficient conduct of business and effectiveness of the system of internal control. Internal Auditors, Audit Committee members and the Auditors have full and free access to all the information and records considered necessary to carry out the assigned responsibilities. The issues raised from time to time are suitably acted upon and followed up at different levels of management;

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

15. RISK MANAGEMENT:

In accordance with provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to maintain Risk Management Committee. At present the Company has not identified any element of risk which may threaten the existence of the Company as there is no working in the company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Your Company is not falling under the preview of said section during the year.

17. INTERNAL FINANCIAL CONTROL:

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.

The Company's Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations. It comprises audit and compliance by internal audit checks by M/s AVA Associates, Company Secretaries, as Internal Auditors of the Company.

18. DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2024 the Board of Directors consists of five (5) Directors and all the Directors possess the requisite qualifications and experience in general corporate Management, Finance, Banking and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

19. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and clause (b) to (i) of the sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not apply to the company having Paid- up Equity Share Capital not exceeding Rs. Ten Crore and Net Worth not exceeding Rs. Twenty-Five Crore, as on the last day of the previous financial year. The Company is covered under the limit as prescribed in Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, there for e Company is not required to comply with the said provisions.

a) APPOINTMENT/REAPPOINTMENT/CESSATION OF DIRECTORS & KMP

During the year under review no director or KMP was appointed or re-appointed or resigned.

As per the provisions of the Companies Act, 2013, Ms. Monam Kapoor retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment for approval of the members in the forthcoming Annual General Meeting.

Further reappointment of Mr. Karan Kanika Verma (whose tenure expired on 7^thFebruary, 2023) as Managing Director for further tenure of 5 years without remuneration is recommended to the shareholders for their approval.

b) DECLARATIONBYINDEPENDENTDIRECTORS

As per Section 149(7) of the Companies Act, 2013, the Company has received a declaration of independence from all the Independent Directors as of March 31, 2024.

The Board has undertaken due assessment of the declaration of independence submitted by the Independent Directors and satisfied that the Independent Directors fulfill the conditions specified in the Act and rules made thereunder and SEBI (LODR), 2015, and are independent of the management.

c) ANNUAL PERFORMANCE EVALUATION

Incompliance with the provisions of the Act and the SEBI (LODR), 2015, a formal Annual performance evaluation of the Board, its Committees and individual directors, in clouding the Independent Directors was carried out during the FY 2023-24.

The Performance evaluation was carried out by the Nomination and Remuneration Committee based on the "Annual Evaluation Framework" prepared by the Committee.

Furthermore, the Independent Directors at their exclusive meeting held during the year, reviewed the performance of the Board, its Chairman, and Non-Executive directors as stipulated under the Act and SEBI (LODR),2015.

d) SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the SEBI (LODR), 2015, separate meetings of the Independent Directors of the Company was held on 12^thFebruary, 2024 to discuss relevant items including the agenda items as prescribed under the applicable laws. The meetings were attended by all the Independent Directors of the Company.

21. BOARD MEETINGS:

During the FY 2023-24, Eleven (11) Board Meetings were held on 3^rd May, 2023, 12^th May, 2023, 22^ndMay, 2023, 10^thJuly, 2023, 21^st July, 2023,11^thAugust, 2023, 22^ndAugust, 2023, 27^th October, 2023, 7^th November, 2023, 1^st February, 2024, and 14^thFebruary, 2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) 2015.

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

In terms of regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company familiarizes the Directors about their role and responsibility at the time of their appointment through a formal letter of appointment. All new independent directors inducted into the Board attend an orientation program. Presentations are regularly made at the meetings of the Board and its various Committees on the relevant subjects. The details of programs for familiarization of Independent Directors can be accessed on the Company's website.

a) Statutory Auditors

M/s. D.V. MITTAL & CO, Chartered Accountants was appointed as the Statutory Auditors of the Company for consecutive term of five years i.e, from the conclusion of the 30^thAnnual General Meeting (AGM) till the conclusion of 35^th AGM for approval of the members.

Auditors Report

The Auditors Report on the financial statements for the period under review, which forms part of the Annual Report of the Company, is self -explanatory in nature.

There are no qualifications, reservations or adverse remarks and disclaimers made by M/s. D.V. MITTAL & CO. (ICAI Registration No- 002997N),the Statutory Auditors, in their Audit

Report for the F.Y 2023-24. Further, there was no fraudulent activity reported by the Auditors of theCompanyfortheFY2023-24.

b) Cost Auditors

Companies (cost records and audit) (Amendment) Rules, 2015 are not applicable on the Company for the financial year 2023-24.

c) Secretarial Auditors

The Board had appointed M/s Meenu G. & Associates, Company Secretaries, to carry out Secretarial Audit in accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year ended March 31, 2024.

There is no qualification, reservation or adverse remark or disclaimer made by the auditor in the report. A copy of the Secretarial Audit Report is annexed here with as Annexure-II and forms part of this report.

24. REPORTING OF FRAUD BY AUDITOR

In terms of sub clause 3 (ca) of Section 134 and under sub-section 12 of Section 143 of Companies Act, 2013, there have been no frauds reported by the Auditors under sub section (12) of section 143 other than which are reportable to Central Government.

25. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

The Company has not given any loan, made investment, and provided security in terms of section 186 of the Companies Act, 2013.

26. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 annual return filed up loaded on Company website https://www.oscar- global.net/.

27. DISCLOSURE UNDER THE SEXUALHARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a policy on Prevention of Sexual Harassment in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the FY2023-24, following is the summary of complaints received and disposed of:

No. of complaints received : NIL

No. of complaints disposed of :

NIL

Your Directors state that during the financial year ended March31, 2024 under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

28. COMPLIANCE WITH SECRETARIALST AND ARDSON BOARD MEETINGS:

Your Company has complied with the applicable provisions of the Secretarial Standards -1 & 2 (SS-1& 2) on Meetings of the Board of Directors and General Meeting is sued by The Institute of Company Secretaries of India (ICSI).

a) Audit Committee

The Board of Directors of the Company has a duly constituted Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 18 of the Listing Regulations. The terms of reference of the Audit Committee has been approved by the Board of Directors.

The Audit Committee comprises three (2) Independent Directors and one (1) Non-Executive Director. Mr. Sanjeev Rathore is the Chairman of the Committee till his tenure as Independent Director.

The details of the composition of the Committee are set out in the following table:

All the recommendations made by the Audit Committee were accepted by the Board. The Company Secretary of the Company acts as the secretary to the Audit Committee. The committee met on seven(7)times during the year.

b) Nomination and Remuneration Committee

The Board of Directors constituted a Nomination and Remuneration Committee comprising two (2) Independent Directors and one (1) Non Executive and Non Independent Director.

The function of the Nomination and Remuneration Committee includes recommendation of appointment of Whole-time Director(s)/ Managing Director/ Joint Managing Director and recommendation to the Board of their remuneration.

Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act 2013 for formulization of the criteria for determining qualifications, positive attributes, and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

The aforesaid policy has been posted on the Website of the Company at https://www.oscar- global.net/

The composition of the Committee during the year consists of three (3) non-executive directors. Mr. Sanjeev Rathore is the Chairman of the Committee.

Nomination and Remuneration Committee met twice in a year i.e. on 22^nd August, 2023 and 14^thFebruary, 2024.

c) Stake holder Relationship Committee

The Board of Directors constituted a Stakeholder Relationship Committee comprises of two (2) Independent Director and one (1) non-executive director. Mr. Sanjeev Rathore is the Chairman of the Committee till his tenure as Independent Director

The Stakeholder Relationship Committee, inter alia, oversees and reviews all matters connected with the investor services in connection with applications received and shares allotted in the Initial Public Offer, status of refund account, conversion of partly paid shares into fully paid shares, re materialization and dematerialization of shares and transfer of shares of the Company.

The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services. The committee met three(3) times to take note of redressal of investor's grievance.

ThedetailsofthecompositionoftheCommitteearesetoutinthefollowingtable:

30. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, the Company established a Vigil Mechanism process as an extension of Company's Code of Conduct whereby any employee, directors, customers, vendors etc., can report the genuine concerns or grievances to the members of the Committee about unethical behavior, actual or suspected, fraud or violation of Company's Code of Conduct so that appropriate action can be taken to safeguard the interest of the Company. The Mechanism also provides for adequate safeguards against victimization of persons who uses such mechanism. The mechanisms provide for direct access to the chairperson/chairman of the Audit Committee in appropriate or exceptional cases. The Audit Committee regularly reviews the working of the Mechanism. No complaint was received during the year under review.

This policy has been established with a view to provide a tool to Directors and Employees of the Company to report to Management genuine concerns including unethical behavior, actual or suspected fraud or violation of the code or the policy. The Policy also provides for adequate safeguards against victimization of Director(s)/Employee(s) who avail of the mechanism and also provides for direct access to the chairman of the Audit Committee in exceptional cases.

31. CONSERVATIONOFENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUT GO:

Particulars related to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed s' Annexure -III' to this Report.

32. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset. The Company has kept a sharp focus on Employee Engagement. The Company's Human Resources is commensurate with the size, nature and operations of the Company.

33. PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies(Appointment of Managerial Personnel) Rules, 2014 is given in 'Annexure- IV' and forms part of this Report. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Company.

34. REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

35. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

36. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETLLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of loans taken from banks and Financial Institutions.

37. OTHER INFORMATION:

i. Sweat Equity Shares, Employee Stock Option/Right Issue/Preferential Issue:-

The Company has neither come up with any Right Issue/ Preferential Issue, nor issued any Sweat Equity Shares and not provided any Stock Option Scheme to the employees during the period under review.

ii. Significant and material orders passed by the regulators:-

No significant and material orders have been passed during the FY 2023-24 by the regulators or courts or tribunals affecting the going concern status and Company's operations in the future.

iii. Material Changes & Commitments:-

No material changes and commitments have occurred, which can affect the financial position of the Company between the end of the FY and as on date of this Report.

iv. Change in Nature of business, if any:-

There is no change in the nature of business of the Company during the year under review.

38. ACKNOWLEDGEMENT

The Board of Directors expresses their sincere appreciation to all the stakeholders of the Company for the trust, confidence, and support best owed upon us.

The Board of Directors assures to uphold the Company's commitment towards acting with honesty, integrity, and respect and to be responsible and accountable to all the stakeholders of the Company.