Directors Report of Kovalam Investment and Trading Co. Ltd.

Mar 31, 2024

Your Directors present the 42^nd Annual Report together with the audited accounts of the company for the
financial year ended 31^st March 2024. Your Company is a Non-Banking Financial Company (Non- public
deposit taking company) and registered under Reserve Bank of India ("RBI") vide registration number N-
06.00576 Dated 17.10.2003.

FINANCIAL PERFORMACE:

The financial performance of the company for the financial year under review is as under:-

(Amount in Rs.)

Particulars	Financial year ended on	Financial year ended on
	March 31, 2024	March 31, 2023
Revenue from operations	3,60,99,821	2,15,46,727
Other income	-	6,065
Total Income	3,60,99,821	2,15,52,792
Profit/(Loss) before tax	3,49,32,696	1,58,60,096
Less: Tax expenses Current Tax	44,51,600	54,21,400
Deferred Tax	-33,994	2,15,806
Profit/(Loss) after Tax for the year	3,05,15,090	1,02,22,891
Other Comprehensive Income	12,41,49,452	(40,13,62,417)
Total Comprehensive Income	15,46,64,542	(39,11,39,526)
Earning Per Equity Share	13.72	4.60

INDIAN ACCOUNTING STANDARDS:

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind-AS) as
notified by Ministry of Corporate Affairs (MCA) under Section 133 of the Companies Act, 2013 read with the
Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act
and applicable guidelines issued by the Reserve Bank of India (RBI). The financial statements have been
prepared in accordance with the format prescribed for a Non-Banking Financial Company (NBFC) in
compliance of the Companies (Indian Accounting Standards) Rules, 2015, in Division III of Notification No.
GSR 1022 (E) dated October 11, 2018, issued by the Ministry of Corporate Affairs.

OPERATIONS AND STATE OF COMPANY AFFAIRS:

During the year under review the company''s funds remained invested in Shares, Loans and Advances. The
dividend income earned for the financial year ended 31^st March, 2024 of Rs. 28,88,779/- (previous year
27,19,510/- The interest income earned for the financial year ended 31^st March, 2024 of Rs. 34,20,177/-
(previous years Rs. 32,90,541/-) During the year, the company also earned brokerage income for the financial
year ended 31^st March, 2024 of Rs. 1,25,48,215/- (net of service tax) on mobilization of funds of third parties
(previous 1,55,36,676/-). The Company has also earned net gain on fair value changes of Rs. 1,72,42,650/-
(previous year was Nil) during the financial year ended 31^st March, 2024.

DIVIDEND:

During the year under review, your Directors do not recommend any dividend for the financial year ended
March 31, 2024 to conserve the resources.

TRANSFER TO RESERVE:

During the year under review, the Company has not transferred any amount to the General Reserve. The
General Reserve of the Company stood at Rs. 11,81,40,960/- as at 31.03.2024 and a sum of Rs. 61,03,100/-
has been appropriated towards Statutory Reserve Account in compliance to Section 45 IC of the Reserve Bank
of India Act and the balance amount of Rs. 12,76,42,031/- is carried over to the Balance Sheet.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do
not apply.

PUBLIC DEPOSIT:

The Company is registered as Non-deposit taking Non- Banking Financial Company with RBI. During the year,
the Company has not accepted any deposits from the public within the meaning of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There is no
outstanding/unclaimed deposit from the public.

SHARE CAPITAL:

The paid up Equity Share Capital as at 31^st March, 2024 remained unchanged and stood at Rs. 2,22,39,140/-
divided into 2223914 Equity Shares of the face value of Rs. 10/- each. During the year, the Company has not
issued shares with differential voting rights nor has granted any stock options or sweat equity, none of the
Directors of the Company hold instruments convertible into Equity Shares of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies
Act 2013 are given in the notes to Financial Statements forming a part of this Annual Report. The Company
being a Non-Banking Financial Company registered under Reserve Bank of India Act, 1934, thus the provisions
of Section 186 (except Sub Section 1) of the Companies Act, 2013 in respect of lending and investment
activities, are not applicable to the Company.

CHANGE IN THE NATURE OF BUSINESS:

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

DIRECTORS:

As on March 31, 2024, the Board of Directors consists of 4 (Four) Directors comprising of 2 (two) Non¬
Executive Directors and 2 (two) Non-Executive Independent Directors.

During the year under review, there was no change in the Composition of the Board of Directors of the
Company.

RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Sh. Navdeep Sharma (DIN:
00454285), Director of the Company, shall retire by rotation at the forthcoming Annual General Meeting of
the Company and being eligible, offers herself for re-appointment, on the same terms and conditions on
which he was appointed/ re-appointed.

In compliance with Regulation 36(3) of Listing Regulations and Secretarial Standards information about the
Director proposed to be appointed/re-appointed is attached along with the Notice calling the ensuing Annual
General Meeting.

WOMAN DIRECTOR:

In terms of the provisions of Section 149 of the Companies Act, 2013 and SEBI (LODR), Regulations, 2015,
your Company has Smt. Manisha Oswal as Woman Director on the Board.

KEY MANAGERIAL PERSONNEL:

The following persons are the Key Managerial Personnel (KMP''s) of the Company as on March 31, 2024 in
terms of provisions of Section 203 of the Companies Act, 2013 and rules made there under:-

Names of KMP''s	Designation
Sh. Jai Karan Singh	Manager
Mrs. Jyoti Sud	Company Secretary Cum Chief Financial Officer

*Sh. Jai Karan Singh, re-appointed as Manager (Key Managerial Personnel) of the Company, to hold office for
a term of 3 (three) consecutive years w.e.f. August 07, 2024.

DECLARATION OF INDEPENDENT DIRECTORS:

In terms of Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from
all the Independent Directors of the Company. All Independent Directors of the Company have given
declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act,
Regulation 16(1)(b) of the Listing Regulations along with the declaration that they have registered themselves
with the Independent Director''s Database maintained by the IICA as provided in sub-rule (3) rule 6 of the
Companies (Appointment and Qualifications of Directors) Rules, 2014. In the opinion of the Board, the
Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act Regulation
16(1) (b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied
with the Company''s Code of Business Conduct & Ethics.

MEETINGS OF THE BOARD AND COMMITTEES:

During the year under review, four meetings of the board were convened and held on May 23, 2023, August
12, 2023, November 10, 2023 and February 09, 2024. The intervening gap between the meetings was within
the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details in respect to the Attendance are provided in the Corporate
Governance Report forming part of this Report.

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders''
Relationship Committee and Risk Management Committee and meetings of those Committees held during
the year is given in the Corporate Governance Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

The Company''s Independent Directors held their meeting on November 10, 2023 without the attendance of
Non Independent Directors and members of the management. All Independents Directors were present at
the meeting and, they:

1 Reviewed the performance of non-Independent directors and the Board as a whole;

2 Assessed the quality and timeliness of the flow of information between the Company''s Management
and the Board which is necessary for the Board to effectively and reasonably perform their duties.

BOARD EVALUATION:

Pursuant to the Section 134(3) of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) regulations,
2015, the Company has devised a policy for performance evaluation of Independent Directors and the Board.
The Board has carried out an annual evaluation of its own performance, performance of its Committees as
well as directors individually. The Board of Directors formally assess their own performance based on
parameters which, inter alia, include performance of the Board on deciding long term strategies, rating the
composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and
dissenting suggestions, etc. The Board was satisfied with the evaluation process and approved the evaluation
results thereof.

CORPORATE GOVERNANCE:

The Company is committed to follow the best Corporate Governance practices, including the requirements
under the SEBI Listing Regulations and the Board is responsible to ensure the same, from time to time. The
Company has duly complied with the Corporate Governance requirements. Further a separate section on
Corporate Governance in compliance with the provisions of Regulation 34 of the Listing Regulations read with
Schedule V of the said regulations along with a Certificate from a Practicing Company Secretary confirming
that the Company is and has been compliant with the conditions stipulated under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:-

a) that in the preparation of the Annual Accounts for the year ended on 31^st March, 2024, the applicable
accounting standards have been followed along with proper explanation relating to material departures,
if any;

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

c) that 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) that annual accounts have been prepared on a going concern basis.

e) that 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) that 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.

ANNUAL RETURN:

The Annual Return of the Company, pursuant to sub-section 3 (a) of Section 134 and the provisions of Section
92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year
2023-2024 in the Form MGT-7 has been uploaded on Company''s website and the web link for the same is
http://owmnahar.com/kovalam/pdf/annual-return-2023-24.pdf

PARTICULARS OF CONTRACTS AND ARRANGEMENT MADE WITH RELATED PARTIES:

All transactions entered by the Company during the financial year with related parties were in the ordinary
course of business and on an arm''s length basis.

Further, the members of the Company in their 41^st Annual General Meeting held on September 25, 2023, had
approved the material-related party transaction by Kovalam Investment and Trading Company Limited with
its related parties effective April 1, 2023, till the date of ensuing annual general meeting. Accordingly, the
disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-is
annexed as Annexure-1.

The details of all the Related Party Transactions form part of Note No. 25 to the standalone financial
statements attached to this Annual Report.

Your Company has framed a Policy on Related Party Transactions for purpose of identification and monitoring
of such transactions in line with the requirements of the Companies Act, 2013 and Listing Regulations and the
said policy is available http://www.owmnahar.com/kovalam/pdf/RPT-Policy.pdf.

We would like to inform you that during the year, no material related party transactions made by the
Company with Promoters, directors, Key Managerial Personnel or other designated persons which may have
potential conflict with interest of the Company at large. Pursuant to Listing Regulations, the resolution for
seeking approval of the shareholders on material related party transactions is being placed at the AGM.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company is having adequate internal control systems and procedures which commensurate with the size
of the Company. The Company is having Internal Audit Department which ensures that the internal control
systems are properly followed by all concerned departments of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators / Courts that would impact the going
concern status of the Company and its future operations.

CORPORTE SOCIAL RESPONSIBILITY:

The Company is not covered under the purview of the requirements of Section 135 of the Companies Act,
2013 and the rules made thereon. Hence, it is not applicable to the Company.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under and
Regulations 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors of the Company has been appointed M/s P.S Dua & Associates, Company Secretaries in Practice to
undertake the Secretarial Audit of the Company for the financial year 2023-2024.

M/s P.S Dua & Associates, Practicing Company Secretaries have carried out the Secretarial Audit for the
financial year ended March 31, 2024. The Secretarial Audit Report in Form No. MR-3 for the financial year
ended 31st March, 2024 under the Act, read with Rules made thereunder, is annexed herewith as Annexure
2 and forms an integral part of this report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in
his Report for the year under review and therefore, does not call for any further comments.

PARTICULARS OF EMPLOYEES:

The information required pursuant to the provisions of Section 197 (12) read with rule 5 (1), 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as
Annexure- 3 and forms part of this report.

AUDIT COMMITTEE:

The Company has constituted an Audit Committee pursuant to Section 177(8) read with Rule 6 of the
Companies (Meetings of the Board and its Powers) Rules, 2014 and SEBI (LODR), Regulations, 2015.

Presently, the Audit Committee consists of Sh. Komal Jain, Dr. Suresh Kumar Singla who are Non- Executive
Independent Directors and Sh. Navdeep Sharma who is non-Executive Non-Independent Director. The details
in respect to the Attendance, Powers, Roles, and Terms of Reference etc. are provided in the Corporate
Governance Report forming part of this Report.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY:

As required u/s 178 of the Companies Act 2013 and SEBI (LODR), Regulations, 2015, the Company has
constituted nomination & remuneration committee. Presently, the committee consists of Sh. Komal Jain, Dr.
Suresh Kumar Singla who are Non- Executive Independent Directors and Sh. Navdeep Sharma who is non¬
Executive Non-Independent Director. Further, on the recommendation of Nomination and Remuneration
Committee, the board has already framed a policy for selection and appointment of Directors, Key
Management Personnels & Senior Management and their remuneration. The details in respect to the
Attendance, Powers, Roles, and Terms of Reference etc. are provided in the Corporate Governance Report
forming part of this Report. The Nomination and Remuneration Policy is available on the Company''s website
and the web link for the same is http://www.owmnahar.com/kovalam/pdf/Nomination-and-Remuneration-
Policy.pdf.

As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and
Remuneration Policy is annexed as Annexure-4 hereto and forms part of this report.

STAKEHOLDER RELATIONSHIP COMMITTEE:

As required u/s 178 of the Companies Act 2013 and SEBI (LODR), Regulations, 2015, the Company has
constituted stakeholder relationship committee. Presently, the committee consists of Sh. Komal Jain, Dr.
Suresh Kumar Singla who are Non- Executive Independent Directors and Sh. Navdeep Sharma who is non¬
Executive Non-Independent Director. The details in respect to the Attendance, Powers, Roles, and Terms of
Reference etc. are provided in the Corporate Governance Report forming part of this Report.

MAINTENANCE OF COST RECORDS:

The maintenance of Cost Records as specified by the Central Government under sub section (1) of Section
148 of the Companies Act, 2013 is not applicable to the Company as the Company is a Non-Banking Financial
Company.

REPORTING OF FRAUD:

There are no frauds on or by your Company, which are required to be reported by the Statutory Auditors of
your Company.

DISCLOSURE AS PER SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION, PROHIBIITON AND
REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual
harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and the rules framed thereunder. A Sexual Harassment
Committee/Internal Complaints Committee (ICC) was setup/constituted which is responsible for redressal of
complaints related to sexual harassment at the workplace. During the Financial Year 2023-2024 the Company
has not received any complaints on the same and hence, no complaint was pending as at 31st March, 2024.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing
obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.

LISTING AGREEMENT:

To streamline the provisions of the Listing Agreement and its better enforceability the Securities and
Exchange Board of India (SEBI), on September, 2, 2015 issued SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015. The said Regulation became effective from 1^st. December, 2015. In
compliance of the said Regulations, the company has entered into Listing Agreement with the BSE Ltd. on
23^rd February, 2016.

DEMATERIALSIATION OF SECURITIES:

Your Company has already established connectivity with both the Depositories i.e. National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to facilitate the holding and
trading of securities in electronic form. The shareholders who have not gone in for dematerialization of
shares till date, are requested to opt for dematerialization of the shares at the earliest.

Further, as per SEBI circular No. D&CC/FITTC/CIR-15/2002 dated 27th December, 2002, Company has
appointed M/s. Alankit Assignments Ltd. as Registrar for Share Transfer and Electronic Connectivity.
Accordingly, all the shareholders, Investors, Members of the Stock Exchanges, Depository Participants and all
other concerned are requested to send all communication in respect of Share Transfer, Demat/Remat,
Change of Address etc. to our Registrar of below mentioned address:

M/s. Alankit Assignments Limited (Unit: Kovalam Investment & Trading Co. Ltd.)

Alankit House, 4E/2, Jhandewalan Extension

New Delhi-110 055

Telephone No. : [phone]

Fax No. : [phone]

E-mail address : [e-mail]

Website : www.alankit.com

In case any query/complaint remains unresolved with our Registrar please write to Company at the
Registered Office of the Company.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES AND HOLDING COMPANIES:

Your Company does not have any Subsidiary, Joint Venture or Associate Company and Holding Company as
on 31^st March, 2024.

STATUTORY AUDITORS & AUDITOR''S REPORT:

M/s. YAPL & Co. Chartered Accountants (Firm registration number: 017800N) were re-appointed as Statutory
Auditors of the Company in the 40^th Annual General Meeting (AGM) to hold office up to the conclusion of the
45^th AGM. They are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.

The Statutory Auditors have confirmed that they satisfy the criteria of independence, as required under the
provisions of the Companies Act, 2013. The Statutory Auditors have submitted Audit Report on the Financial
Statements of the Company for the Accounting year ended 31 March, 2024. The Auditor''s Report on the
Accounts of the Company for the year under review is self-explanatory and requires no comments. During
the year under review, there were no frauds reported by Auditors under Section 143(12) of Companies Act,
2013.

INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company
has been appointed M/s. Piyush Singla & Associates, Chartered Accountants to conduct the internal audit of
the Company for the financial year 2023-2024.

M/s. Piyush Singla & Associates, Chartered Accountants performs the duties of internal auditors of the
Company for the financial year 2023-2024 and their report is reviewed by the audit committee.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, your Company has duly complied with applicable provisions of the Secretarial
Standards on meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

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

The information regarding conservation of energy, technology absorption and foreign exchange earnings and
outgo under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts)
Rules, 2014, are not applicable as the Company is a Non- Banking Financial Company and hence no disclosure
is required.

MATERIAL CHANGES OR COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

There were no material changes or commitments, affecting the financial position of the company which have
occurred between the end of Financial Year 31^st March, 2024 and the date of this report.

BUSINESS RISK MANAGEMENT:

The Company being essentially an Investment Company, its main sources of income is interest income on
loans and advances and dividend/income receivable on investments in Equity
Shares/Debentures/Bonds/deposits made and held by it in other companies. The financial business is always
prone to risks of capital market fluctuations and economic cycle. Pursuant to Section 134(3)(n) of the
Companies Act, 2013, the Company has developed and implemented a risk management policy which
identifies major risks which may threaten the existence of the Company. The same has also been adopted by
your Board and is also subject to its review from time to time. The Policy is also posted on Company''s website
i.e. http://www.owmnahar.com/kovalam/pdf/Risk-Management-Policy-2.pdf.

The Risk Management Committee of the Company was constituted on 10.08.2022, pursuant to the Reserve
Bank of India vide Circular No. RBI/2021-22/112 DOR.CRE.REC.No.60/03.10.001/2021-22 dated October 22,
2021. The main term of reference of the Committee is to review and monitor the risk associated with
Company''s business and suggest measures for mitigation/management of the same.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company in accordance with Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the SEBI
(Listing Obligations and Disclosure Regulations) Requirements, 2015 has established a Vigil
Mechanism/Whistle Blower Policy to report genuine concerns about unethical behaviour, actual or suspected

fraud or violation of Company''s code of conduct or grievances & to provide adequate safeguards against
victimization of persons who may use such mechanism. The mechanism provides for direct access to the
Chairman of the Audit Committee in exceptional circumstances. The Audit Committee reviews and ensures
the adequacy of the system laid down by the Company for the said purpose and no concern was reported
during the Financial year ended 31.03.2024. The Vigil Mechanism/Whistle Blower Policy is posted on the
website of the Company and the web link for the same is http://www.owmnahar.com/kovalam/pdf/Whistle-
Blower-Policy.pdf

POLICY FOR PRESERVATION OF DOCUMENTS:

In accordance with Regulation 9 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
the board has adopted a policy for preservation of documents and the same is also available on the
Company''s website and the web link for the same is http://www.owmnahar.com/kovalam/pdf/Policy-on-
preservation-of-documents.pdf

POLICY FOR DETERMINATION OF MATERIALITY OF THE DISCLOSURE OF EVENTS & INFORMATION:

In accordance with Regulation 30 (4) of SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015 a policy has been adopted regarding disclosures of any events or information which, in the opinion of
the board of directors is material and the same is also available on the Company''s website and the web link
for the same is http://www.owmnahar.com/kovalam/pdf/Policy-for-determination-of-materiality-of-events-
or-informations.pdf

ARCHIVAL POLICY:

In accordance with Regulation 30 (8) of SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015 an archival policy has been adopted by the Board. The Archival Policy is available on the Company''s
website and the web link for the same is http://www.owmnahar.com/kovalam/pdf/Policy-on-Archival-of-
Documents.pdf

FAMILIARISATION PROGRAMMES:

The Company, at the time of appointing a Director, issues a formal letter of appointment which, inter alia,
explains the role, functions, duties and responsibilities expected from him/her as a Director of the Company.
All the Independent Directors are provided with all the Policies/Guidelines as framed by the Company under
various statutes and SEBI Regulations, to familiarize them with Company''s procedures and practices. Further,
to update them on a regular basis, the Company provides copies of all the amendments in Corporate Laws,
Corporate Governance Rules and SEBI Regulations. The details of Company''s Policy on Familiarization
Programs for Independent Directors are posted on the website of the Company and can be accessed at
http://www.owmnahar.com/kovalam/pdf/Familiarization-Programme-Imparted-2024.pdf

CODE OF CONDUCT:

Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel,
which reflects the legal and ethical values to which your Company is strongly committed. The Directors and
Senior Management Personnel of your Company have complied with the code as mentioned hereinabove.
The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct
applicable to them, for the financial year ended 31 March, 2024. The said Code is available on the website of
your Company at www.owmnahar.com.

GREEN INITIATIVE:

The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in the Corporate Governance" by
allowing paperless compliances by the companies. Further, as per the provisions of Companies Act, 2013, the
Company may send financial statements and other documents by electronic mode to its members. Your

Company has decided to join the MCA in its environmental friendly initiative. Accordingly, henceforth
Company propose to send documents such as Notice of the General Meetings, Annual Report and other
communication to its shareholders via electronic mode to the registered e-mail addresses of shareholders. To
support this green initiative of the Government in full measure, shareholders are requested to
register/update their latest e-mail addresses with their Depository Participant (D.P.) with whom they are
having Demat A/c. We solicit your valuable co-operation and support in our endeavor to contribute our bit to
the environment.

LISTING OF EQUITY SHARES AND LISTING FEES:

Your Company''s Equity Shares are listed on the BSE Limited (BSE), Mumbai and the listing fees for the
financial year 2024-2025 has been duly paid.

HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Industrial Relations remained cordial throughout the year. A detailed section on Human
Resources/Industrial Relations is provided in the Management Discussion and Analysis Report, which forms
part of this Annual Report.

OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were
no transactions on these items during the year under review:-

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose
the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

The requirement to disclose the details of difference between amount of the valuation done at the time of
one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along
with the reasons there of, is not applicable.

The Company has not defaulted in payment of interest and/ or repayment of loans to any of the
financial institutions and/ or banks during the year under review is not applicable.

ACKNOWLEDGEMENT:

The Directors of the company wish to place on record their sincere thanks to the shareholders for their
continued support, co-operation and confidence in the management of the Company.

By Order of the Board of Directors
For Kovalam Investment and Trading Company Limited

Place: Ludhiana Navdeep Sharma Komal Jain

Date: 07.08.2024 Director Director

DIN: 00454285 DIN: 00399948

---

Mar 31, 2014

Dear Members

The directors present the 32nd Annual Report together with the audited accounts of the company for the year ended 31st March 2014.

WORKING RESULTS:

The working results of the company for the year under report are as under:-

Amount in Rupees

Year ended Year ended

31.03.2014 31.03.2013 Gorss Income 29648846 18432676 Profit before tax 27604508 17532458

Less : Provision for income tax (6820156) (5394110) Deferred Tax Liability/ Assets 126560 (19620)

Profit after Tax for the year 20910912 12118728

Add - Balance B/F from previous year 4642392 4949760

LAvailable for appropriation 25553304 17068488

Income tax adjustments for prior periods 3649 (1096)

Transferred to Reserve Fund (4183000) (2425000)

Transferred to general reserve 0 (10000000)

Balance carried forward 21373953 4642392

OPERATIONS

During the year under review the company''s funds remained invested in Shares, Loans and Advances. The dividend income earned was Rs.31, 92,083/- (previous year Rs 8.58, 043/-). The interest income earned was Rs.67, 65,806/- (previous years Rs. 57, 52,870/-). During the year the company also earned brokerage income of Rs 1, 49, 23,530/- (net of service tax) on mobilization of funds of third parties (previous year 1, 16, 37,321/-).

DIVIDEND

The directors do not recommend any dividend for the year under consideration.

DIRECTORS

Sh. Navdeep Sharma, ( DIN No.0454285) Director of the company retires by rotation at the ensuing Annual General meeting and being eligible offers himself for re-appointment.

BONUS SHARES ISSUED TO PUBLIC SHAREHOLDERS

The company has issued on 08.08.2013. 517704 equity shares of Rs. 10/- each as bonus shares to the public shareholders (promoters/ promoter group forgoing their entitlement) in order to comply with the provisions of clause 40A of the listing agreement regarding minimum public shareholding requirement (MPS). For the said issue the company has raised its authorized share capital from Rs. 2 crores to Rs. 3 crores. on 15.07.2013 This fact was also disclosed in the last Directors Report being material information

CORPORATE GOVERNANCE

The Corporate Governance clause under the listing agreement is not applicable to our company as the paid-up capital of the company is less than Rs.3 Crores.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement: it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March 2014, the applicable accounting standards had been followed along with proper explanation relating to material departure.

ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the Profit or Loss of the company for the year under review.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the accounts for the financial year ended 31.03.2014 on a ''going concern'' basis.

COMPLIANCE CERTIFICATE

A certificate from a secretary in whole time practice regarding compliance of all provisions of the companies act as required under proviso to section 383A of the Act is attached to this report.

PUBLIC DEPOSITS:

The company did not accept any public deposit during the financial year under consideration within the meaning of Section 58-A & 58-AA of the companies Act. 1956 and to which pars 4-8 of Non-Banking financial Companies (Reserve Bank) directions. 1998 apply.

AUDITORS & AUDITOR''S REPORT

M/s. Gupta Vigg & Co. Chartered Accountant, Ludhiana being eligible offers themselves as auditors of the Company for re-appointment. The Board of Directors has proposed the appointment of M/s. Gupta Vigg & Co. as the Statutory Auditors of the Company for a period of one year to hold the office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

The Company has obtained from the auditors a written consent and a certificate as required under Section 139 the Companies Act. 2013 to the effect that their re-appointment, if made, would be within the limits and in accordance with the conditions specified under section 141(3) (g) of the Companies Act,2013.

The Auditor''s Report on the Accounts of the Company for the year under review is self-explanatory and requires no comments. Further there are no adverse remarks or qualification in the Report that calls for Board''s explanation.

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

Information as per Section 217(1) (e) read with companies (disclosure of particulars in the report of Board of Directors), Rules 1988 is given as under:

PARTICULARS OF EMPLOYEES

None of the employees is covered under companies {particulars of employees) Rules, 1975 made in accordance with Section 217(2A) of the companies Act, 1956. Hence no statement u/s 217(2A) of the companies Act, 1956 is required.

LISTING FEES

Your company''s shares are listed on the Stock Exchange, Mumbai and the listing fee for the financial year 2014-2015 has been paid.

GENERAL:

The notes forming part of the accounts being self-explanatory, the comments made by the auditors in their report are not being dealt with separately.

ACKNOWLEDGEMENT

The Directors of the company wish to place on record their sincere thanks to the shareholders for their continued support, co-operation and confidence in the management of the company.

For and on behalf of the Board

Sd/-

Navdeep Sharma

Chairman

(DIN No.0454285)

Place: Ludhiana

Date: 01.09.2014

---

Mar 31, 2013

TO THE MEMBERS:-

The directors present the 31h Annual Report together with the audited accounts of the company for the year ended 31st March 2013.

WORKING RESULTS:

The working results of the company for the year under report are as under:-

Amount in Rupees

Year ended Year ended 31.03.2013 31.03.2012

Gross Income 18432676 18004292

Profit before tax 17532458 16246059

Less : Provision for income tax (5394110) (4685533)

Deferred Tax Liability / Assets (19620) 65314

Profit after Tax for the year 12118728 11625840

Add : Balance B/F from previous year 4949760 5650334

Available for appropriation 17068488 17276174

Income tax adjustments for prior periods (1096) NIL

Transferred to Reserve Fund (2425000) 2326000

Transferred to general reserve (10000000) 10000414

Balance carried forward 4642392 4949760



OPERATIONS

During the year under review the company''s funds remained invested in Shares, Loans and Advances. The dividend income earned was Rs.8,58,043 /- (previous year Rs 29,06,566 /-). The interest income earned was Rs.57,52,870 /- (previous years Rs. 65,59,860 /-). During the year the company also earned brokerage income of Rs 1,16,37,321/- (net of service tax) on mobilization of funds of third parties (previous year 86,02,674).

DIVIDEND

Your directors do not recommend any dividend for the year under consideration.

DIRECTORS

Sh. Sat Paul Nijhawan, Director of the company retires by rotation at the ensuing Annual General meeting and being eligible offers himself for re-appointment.

BONUS ISSUE TO PUBLIC SHAREHOLDERS

The company has issued on 08.08.2013 , 517704 equity shares of Rs. 10/- each as bonus shares to the public shareholders (promoters/ promoter group forgoing their entitlement) in order to comply with the provisions of clause 40A of the listing agreement regarding minimum public shareholding requirement (MPS). For the said issue the company has raised its authorized share capital from Rs. 2 crores to Rs. 3 crores. on 15.07.2013 .

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for the financial year ended 31st March 2013, the applicable accounting standards had been followed along with proper explanation relating to material departure.

ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the Profit or Loss of the company for the year under review.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the accounts for the financial year ended 31.03.2013 on a ''going concern'' basis.

COMPLIANCE CERTIFICATE

A certificate from a secretary in whole time practice regarding compliance of all provisions of the companies act as required under proviso to section 383A of the Act is attached to this report.

FIXED DEPOSITS:

The company did not accept any public deposit during the financial year under consideration within the meaning of Section 58-A of the companies Act, 1956 and to which para 4-8 of Non Banking financial Companies (Reserve Bank) directions, 1998 apply.

AUDITORS:-

M/s. Gupta Vigg & Co. Chartered Accountant, Ludhiana, the auditors of the company, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for reappointment.

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

Information as per Section 217(1)(e) read with companies (disclosure of particulars in the report of Board of Directors), Rules 1988 is given as under:

1. Conservation of energy N.A

2. Technology absorption N.A

3. Foreign Exchange Earning and outgo N.A

PARTICULARS OF EMPLOYEES

None of the employees is covered under companies (particulars of employees) Rules, 1975 made in accordance with Section 217(2A) of the companies Act, 1956. Hence no statement u/s 217(2A) of the companies Act, 1956 is required.

LISTING FEES

Your company''s shares are listed on the Stock Exchange, Mumbai and the listing fee for the financial year 2012-2013 has been paid. Your company had filed the listing application with the Stock Exchange, Mumbai for listing of 1461210 equity shares allotted on account of amalgamation for which listing approval has been granted.. Further, the bonus shares so allotted have also been listed on Bombay Stock Exchange Ltd.

GENERAL:

The notes forming part of the accounts being self explanatory, the comments made by the auditors in their report are not being dealt with separately.

ACKNOWLEDGEMENT

The Directors of the company wish to place on record their sincere thanks to the shareholders for their continued support, co-operation and confidence in the management of the company.



For and on behalf of the Board

Sd/-

Navdeep Sharma

Chairman



Place: Ludhiana

Date: 26.08.2013

---

Mar 31, 2011

The directors present the 29th Annual Report together with the audited accounts of the company for the year ended 31ST March 2011.

WORKING RESULTS:

The working results of the company for the year under report are as under: -

Amount in Rupees Year ended Year ended 31.03.2011 31.03-2010

Gross Income 1,83,64,554 1.60.19.220

Profit before tax 1.66,64,037 1.62,5.643

Less: Provision for income tax (44,59,610) (37,73.361)

income Ten Limbos of earlier years (12,375) 0

Deferred Tax Liability/ Assets (1,15.112) 40.112

Profit after Tax for the year 1.20.76.940 1.24.92.394

Add: Balance B/F from previous year 49,93.394 0

Available for appropriation: 1.70.70.334 1.24.92.394

Transferred to Reserve Fund 24.20.000 24,99.000

Transferred to general reserve 90,00,000 50.00.000

Balance canted forward 56.50.334 49.93.394

OPERATIONS

During the year under review the company's funds remained invested in Shares, Leans and Advances. The dividend income earned was Rs. 26,31,626 /- (previous year Rs.42,42,983/-). The interest income earned was Rs.36,04,954 /- (previous years Rs.16,36,946/-). During the year the company ate earned brokerage income of Rs.1,03,34,700 /- on mobilization of funds of third parties (previous year 95,02,581). During the year the company has also received income from capital gain and income from trading in share.

DEVIDEND

Your directors do not recommend any dividend for the year under consideration.

DIRECTORS

Sh.. Navdeep Sharma, Director of the company retires by rotation at the ensuing Annual General meeting and being excite offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for the financial year ended 31ST March 2011, the applicable accounting standards had been followed along with proper explanation relating to material departure.

ii) That the directors had selected such, accounting policies and applied them consistently and made judgments and estimates that were 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 and of the Profit or Loss of the company for to year under review.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1966 for safeguarding the assets of the company and for preventing and detecting fraud and other regularities.

iv) That tie directors had prepared the accounts for the financial year ended 31.03.2011 on 'going concern' basis.

COMPLIANCE CERTIFICATE

A certificate from a secretary in whole time practice regarding compliance of a provisions of the companies act as required under proviso to section 383A of the Act is attached to this report

FIXED DEPOSITS

The company did not accept any public deposit during the financial year under consideration within the meaning of Section 58-A of the companies Act, 1956 and to which Para 4-8 of Non Banking financial Companies (Reserve Bank) directions, 1998 apply.

AUDITORS:

M/s. Gupta Vigg Co. Chartered Accountant, Ludhiana, the auditors of the company, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for reappointment

conservation of Energy, technology, Absorption and Foreign Exchange Earnings and outgo.

Information as par Section 217(1 )(e) read with companies (disclosure of particulars in tile report of Board of Directors), Rules 1988 is given as under

1. Conservation of energy N.A

2 Technology absorption N.A

3. Foreign Exchange Earning and outgo N.A

PARTICULARS OF EMPLOYEES

None of the employees is covered under companies (particulars of employees) Rules, 1975 made in accordance with Section 217(2A) of the companies Act, 1956. Hence no statement u/s 217(2A) of the companies Act, 1956 is required.

LISTING FEES

Your company's shares are listed on the Stock Exchange, Mumbai and the listing fee for the financial year 2011-2012 has been paid. Your company has filed the listing application with the Stock Exchange, Mumbai for listing of 1461210 equity shares allotted on account of amalgamation for which listing approval is awaited.

GENERAL:

The notes forming part of the accounts being self explanatory, the comments made by the auditors in their report are not being dealt with separately.

ACKNOWLEDGEMENT

The Directors of the company wish to place on record their sincere thanks to the shareholders for their continued support, co-operation and confidence in the management of the company.

For and on behalf of the Board

Sat Paul Nijhawan

Chairman

Place: Ludhiana

Date: 10.08.2011