Directors Report of Oasis Securities Ltd.

Mar 31, 2025

The Board of Directors present their 38^th Annual Report of Oasis Securities Limited ("the Company")
along with the audited financial statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The summary of the financial results of the Company for the year ended March 31, 2025, are as
follows:

(Rs. in Lakhs)

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from operations & other Income	167.27	381.25
Profit /(Loss) before Depreciation and Taxation	114.58	183.92
Less: Depreciation & Amortization	2.85	6.39
Profit / Loss before Tax	111.73	177.53
i)Tax Expenses: Current Tax	25.21	31.65
ii) Deferred tax	0.27	3.65
iii)Tax for earlier years & excess /short provision	--	--
iv) MAT Credit	--	0.72
Net Profit / (Loss) for the year	86.79	141.51
Other Comprehensive Income- Re-measurement gains/(losses) on defined benefit plans	--	(5.35)
Total comprehensive income/ (loss) for the year	86.79	136.16

OPERATIONS / STATE OF COMPANY''S AFFAIRS

The previous promoters of the Company, Oasis Securities Ltd., entered into a Share Purchase
Agreement (SPA) with Mr. Rajesh Kumar Sodhani, Ms. Priya Sodhani, and Mr. Gyan Chand Jain for the
sale of 13,06,951 fully paid-up equity shares, constituting 70.65% of the total paid-up share capital
and voting rights of the Company.

In accordance with the terms of the SPA, an application was submitted to the Reserve Bank of India
(RBI), Mumbai Regional Office, seeking approval for the proposed change in control and management
of the Company. The RBI granted its approval vide Letter No. CO.DOS.DSD.No. S1420/02-13-
001/2024-25 dated May 24, 2024.

Following the RBI''s approval, the acquirers proceeded with the Open Offer in compliance with the
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. Upon successful completion of
the Open Offer process, the change in management of the Company was duly implemented.

Further, during the year under review, the Company recorded revenue of Rs. 167.27 Lakhs, as
compared to Rs. 381.25 Lakhs in the previous financial year. After meeting administrative and tax
expenses, the Company reported a net profit of Rs. 86.79 Lakhs, against Rs. 141.51 Lakhs in the
preceding year.

TRANSFER TO STATUTORY RESERVE FUND

During the Period under review, pursuant to Section 134(3)(J) of the Companies Act, 2013 and
Section 45-IC (1) of Reserve Bank of India (''RBI'') Act, 1934 the Company has transferred amounts in
the Reserves

S. No.	Reserve Head	Opening Balance	Addition	Deduction	Closing Balance
1.	Statutory Reserve U/s 45-IC of RBI Act, 1934	316.39	17.36	-	333.75

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

There have been no material changes affecting the financial position of the Company, after the closure
of FY 2024-25 till the date of this Report.

DIVIDEND

The Board of your Company decided not to transfer any amount to the General Reserve and retain the
entire amount of profit under Retained Earnings. For complete details on movement in Reserves and
Surplus during the financial year ended March 31, 2025, please refer to the ''Statement of Changes in
Equity'' included in the standalone financial statements of this Annual Report.

Additionally, to conserve the resources of the company and requirement of working capital, Directors
do not recommend any dividend for the year under consideration.

SHARE CAPITAL

During the year under review, the Company undertook a sub-division (stock split) of its equity shares
to improve liquidity, making the shares more affordable for small investors, and to widen the
shareholder base. Pursuant to the approval of the Members, each equity share of face value of Rs. 10/-
(Rupees Ten only) was sub-divided into face value of Re. 1/- (Rupee One only) each.

As on March 31, 2025, the authorised share capital of the Company stood at Rs. 5,00,00,000/- (Rupees
Five Crores only) divided into 5,00,00,000 equity shares of face value of Re. 1/- each. The issued,
subscribed and paid-up share capital of the Company stood at Rs. 1,85,00,000/- (Rupees One Crore
Eighty-Five Lakhs only) divided into 1,85,00,000equity shares of face value of Re. 1/- each.

During FY 2024-25, the Company has not issued any shares, securities / instruments convertible into
equity shares, sweat equity shares and shares with differential voting rights.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board plays crucial role in overseeing how the management serves the short and long term
interests of shareholders and other stakeholders. This belief is reflected in our governance practices,
under which we strive to maintain an effective, informed and independent Board of Directors and
keep our governance practices under continuous review.

As on March 31, 2025 the total Board strength comprises of 6 (Six) including 2 (Two) Executive, 2
(Two) Non-Executive and 2 (Two) Independent Directors:

S.No.	Name	Designation	DIN	Date of Appointment
1.	Mr. Rajesh Kumar Sodhani	Managing Director	02516856	18/07/2024
2.	Mr. Devi Dutt Agarwal	Whole Time Director and CFO	10631960	18/07/2024
3.	Mrs. Priya Sodhani	Non-Executive Director	02523843	18/07/2024
4.	Mr. Gyan Chand Jain	Non-Executive Director	01220412	18/07/2024
5.	Mrs. Meenu Kabra	Independent Director	10269674	05/08/2024
6.	Mr. Manish Bihani	Additional Independent Director	03466971	11/02/2025

During the period under review, the following changes have occurred in the constitution of board of
Directors and KMP''s:

S. No	Name Of Director/KMP	DIN/PAN	Designation	Date Of Appointmen t/ Cessation	Nature of change (Appointment/Cessation)
1	Devi Dutt Agarwal	10631960	Additional Director	18/07/2024	Appointment
			Whole Time Director	05/08/2024	Appointment and Change in Designation
2	Priya Sodhani	02523843	Additional Director	18/07/2024	Appointment
			Director	18/09/2024	Change in Designation
3	Rajesh Kumar Sodhani	02516856	Additional Director	18/07/2024	Appointment
			Managing Director	05/08/2024	Appointment and Change in Designation
4	Gyan Chand Jain	01220412	Additional Director	18/07/2024	Appointment
			Director	18/09/2024	Change in Designation
5	Indra Kumar Bagri	00014384	Director	18/07/2024	Cessation
6	Vimal Pannalal Damani	00014486	Independent Director	18/07/2024	Cessation
7	Smita Naresh Pachisia	07141023	Independent Director	18/07/2024	Cessation
8	Anil Kumar Bagri	00014338	Managing Director	18/07/2024	Cessation
9.	Narendra Thandvi	AANPT5447 R	CFO	18/07/2024	Cessation
10.	Dinesh Kumar Bhattar	03377478	Additional Independent Director	05/08/2024	Appointment
			Independent Director	18/09/2024	Change in Designation
11.	Meenu Kabra	10269674	Additional Independent Director	05/08/2024	Appointment
			Independent Director	18/09/2024	Change in Designation

12.	Dinesh Kumar Bhattar	03377478	Independent Director	04/02/2025	Cessation
13.	Manish Bihani	03466971	Additional Director	11/02/2025	Appointment
14.	Devi Dutt Agarwal	*****6965A	CFO	06/11/2024	Appointment

In accordance with the provisions of Section 152 of the Act read with Articles of Association, Mr. Gyan
Chand Jain (DIN: 01220412), Director of the Company, retires by rotation at the ensuing Annual
General Meeting (AGM) in accordance with Section 152(6) of the Companies Act, 2013 and he is
eligible for re-appointment.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following individuals have
been designated as Key Managerial Personnel (KMP) of the Company:

• Mr. Rajesh Kumar Sodhani (DIN: 02516856) - Managing Director

• Mr. Devi Dutt Agarwal (DIN: 10631960) - Whole-Time Director and Chief Financial Officer

• Ms. Kirti Mool Chand Jain - Company Secretary and Compliance Officer

INDEPENDENT DIRECTORS

In compliance of Section 149 of Companies Act, 2013, a separate meeting of Independent Directors
was held on February 15, 2025 inter alia, to discuss

a. Review of the performance of Non-Independent Directors and the Board of Directors as a whole.

b. Review of the performance of the Chairman of the Company taking into account the views of the
Executive and Non-Executive Directors.

c. Assess the quality, content and timeliness of flow of information between the management and
the Board that is necessary for the Board to effectively and reasonably perform their duties.

Attendance of Independent Directors at the meeting held on February 15, 2025 is given
hereunder:

Name of Director	Attendance there at
Mrs. Meenu Kabra	?
Mr. Manish Bihani	?

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet
the criteria of independence as prescribed under the provisions of the Act, read with the Schedules
and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for
the time being in force). The Independent Directors have also confirmed that they have complied with
the Company''s code of conduct prescribed in Schedule IV to the Companies Act, 2013.

It is to be further noted that and per the provisions of Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 (as amended from time to time), every Independent Director
appointed in the company required to clear the online proficiency self-assessment test conducted by
the institute within a period of two years from the date of inclusion of his/her name in the data bank,
failing which, his/her name shall stand removed from the databank of the Institute. In accordance to
the said, all the Independent Directors of the company have registered their name as Independent

Directors in Database of IICA and shall appear in the online proficiency self-assessment test within the
specified period.

NUMBER OF MEETING OF BOARD OF DIRECTORS

During the Financial Year, the Company held 08 board meetings of the Board of Directors as per
Section 173 of Companies Act, 2013 which is summarized below. The provisions of the Companies
Act, 2013 were adhered to while considering the time gap between the two meetings.

	Date of Board Meetings and Attendance there at
Name of the Directors	28/05/	15/07	18/07	05/08	22/08/	06/11	15/01/	11/02/
	2024	/2024	/2024	/2024	2024	/2024	2025	2025
Indra Kumar Bagri	?	?	?	N.A.	N.A.	N.A.	N.A.	N.A.
Vimal Pannalal Damani	?	?	?	N.A.	N.A.	N.A.	N.A.	N.A.
Smita Naresh Pachisia	?	?	?	N.A.	N.A.	N.A.	N.A.	N.A.
Anil Kumar Bagri	?	?	?	N.A.	N.A.	N.A.	N.A.	N.A.
Devi Dutt Agarwal	N.A.	N.A.	?	?	?	?	?	?
Rajesh Kumar Sodhani	N.A.	N.A.	?	?	?	?	?	?
Gyan Chand Jain	N.A.	N.A.	?	?	?	?	?	?
Priya Sodhani	N.A.	N.A.	?	?	?	?	?	?
Meenu Kabra	N.A.	N.A.	N.A.	?	?	?	?	?
Dinesh Kumar Bhattar	N.A.	N.A.	N.A.	?	?	?	?	N.A.
Manish Bihani	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of 2 (Two) Non-Executive Independent Directors and
One Executive Director and is constituted in accordance with the requirements of the Companies Act
2013. All the members of the committee are financially literate and possess thorough knowledge of
accounting principles. The board has accepted the recommendations of the Audit Committee.

The composition of the Committee and attendance of the members at the meetings of the Committee
is as under:

Name of Committee Members	Designation/ Category		Attendance of the members at the Committee Meetings
			May 28, 2024	July 15, 2024
Vimal Pannalal Damani	Chairman- Independent Director	Yes		Yes
Smita Naresh Pachisia	Member- Independent Director	Yes		Yes
Anil Kumar Bagri	Member- Managing Director	Yes		Yes

Further, pursuant to the change in the composition of the Board of Directors, the Audit Committee has
been reconstituted in compliance with the provisions of the Companies Act, 2013. The revised
composition of the Committee and the attendance of its members at the meetings are as follows:

	Name of Committee Members		Designation/ Category		Attendance of the members at the Committee Meetings
				November 06, 2024		January 15, 2025		February 04, 2025
Dinesh Kumar			Chairman- Independent	Yes		Yes	Yes

Bhattar	Director
Meenu Kabra	Member- Independent Director	Yes	Yes	Yes
Devi Dutt Agrawal	Member- Whole Time Director	Yes	Yes	Yes

Furthermore, due to the resignation of Mr. Dinesh Kumar Bhattar, the Committee was reconstituted.
The composition of the Audit Committee as on March 31, 2025, is as follows:

Name of Committee Members	Designation/ Category
Devi Dutt Agrawal	Chairman- Whole Time Director
Meenu Kabra	Member- Independent Director
Manish Bihani	Member- Independent Director

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company comprises of 3 (Three) Non-Executive
Independent Directors and is constituted in accordance with the requirements of the Companies Act
2013. All the members of the committee are financially literate and possess thorough knowledge of
accounting principles. The board has accepted the recommendations of the Nomination and
Remuneration Committee.

The composition of the Committee and attendance of the members at the meetings of the Committee
is as under:

		Attendance of the members at the
Name of Committee Members	Designation/ Category	Committee Meetings
		May 28, 2024	July 18, 2024
Vimal Pannalal Damani	Chairman- Independent Director	Yes	Yes
Smita Naresh Pachisia	Member- Independent Director	Yes	Yes
Indra Kumar Bagri	Member- Non - Executive Director	Yes	Yes

Further, pursuant to the change in the composition of the Board of Directors, the Nomination and
Remuneration Committee has been reconstituted in compliance with the provisions of the Companies
Act, 2013. The revised composition of the Committee and the attendance of its members at the
meetings are as follows:

			Attendance of the members at the Committee Meeting
Name of Committee Members	Designation/ Category
			February 11, 2025
Dinesh Kumar Bhattar	Chairman- Independent Director	Yes
Meenu Kabra	Member- Independent Director	Yes
Gyan Chand Jain	Member- Non - Executive Director	Yes

Furthermore, due to the resignation of Mr. Dinesh Kumar Bhattar, the Committee was reconstituted.
The composition of the Nomination and Remuneration Committee as on March 31, 2025, is as follows:

Name of Committee Members

Designation/ Category

Meenu Kabra	Chairman- Independent Director
Manish Bihani	Member- Independent Director
Gyan Chand Jain	Member- Non - Executive Director

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Company comprises of 3 (Three) Directors. The
composition of the Committee and attendance of the members at the meetings of the Committee is as

nnrlpr''

Name of Committee Members	Designation/ Category
Indra Kumar Bagri	Chairman- Non - Executive Director
Anil Kumar Bagri	Member- Managing Director
Vimal Pannalal Damani	Member- Independent Director

Further, pursuant to the change in the composition of the Board of Directors, the Stakeholder
Relationship Committee has been reconstituted. The revised composition of the Committee and the
attendance of its members at the meetings are as follows:

Name of Committee Members	Designation/ Category
Dinesh Kumar Bhattar	Chairman- Independent Director
Meenu Kabra	Member- Independent Director
Gyan Chand Jain	Member- Non - Executive Director
Rajesh Kumar Sodhani	Member- Managing Director

Furthermore, due to the resignation of Mr. Dinesh Kumar Bhattar, the Committee was reconstituted.
The composition of the Committee as on March 31, 2025 and attendance of the members at the
meetings of the Committee is as under:

			Attendance of the members at the Committee Meeting
Name of Committee Members	Designation/ Category
			March 29, 2025
Gyan Chand Jain	Chairman- Non - Executive Director	Yes
Manish Bihani	Member- Independent Director	Yes
Meenu Kabra	Member- Independent Director	Yes
Rajesh Kumar Sodhani	Member- Managing Director	Yes

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility
(CSR) are not applicable to the Company for the financial year under review.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of
business operations. To maintain these standards, the Company encourages its employees who have
concerns about suspected misconduct to come forward and express these concerns without fear of
punishment or unfair treatment. A Vigil (Whistle Blower) Mechanism formulated by the Company
provides a channel to the employees and Directors to report to the management concerns about
unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy. The
mechanism provides for adequate safeguards against victimization of employees and Directors to
avail of the mechanism and also provide for direct access to the Managing Director/Chairman of the
Audit Committee in exceptional cases. The revised policy is placed on the website of the Company
which includes provisions enabling employees to report instances of leak of unpublished price
sensitive information as per Reg.9A, Sub Reg.6 of SEBI (Prohibition of Insider Trading) Regulations,
2015. Web link: www.oasiscaps.com.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND CRITERIA FOR
INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of
candidates for appointment as directors, independent directors, and senior management are placed on
the website of the Company i.e. www.oasiscaps.com.

There has been no change in the policies since the last fiscal year.

The Board of Directors affirms that the remuneration paid to the directors is as per the terms laid out
in the Remuneration Policy of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company
confirms 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 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 at the end of the financial year and of the profit 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 irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) Company being unlisted sub clause (e) of section 134(5) is not applicable.

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.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls commensurate with its
nature and size of business and meets the following objectives:

a) Providing assurance regarding the effectiveness and efficiency of operations

b) Efficient use and safe guarding of resources

c) Compliance with policies, procedures and applicable laws and regulations and

d) Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations against budgets
on an on-going basis.

The internal auditor also regularly reviews the adequacy of internal financial control system.

DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The company does not have any subsidiary, Associate and Joint venture Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,
2025 is available on the Company''s website on www.oasiscaps.com.

AUDITORS

? STATUTORY AUDITOR AND REPORT THEREON

At the 37^th Annual General Meeting held on September 18, 2024, the Members approved appointment
of M/s Rajvanshi & Associates, Chartered Accountants, (FRN: 005069C) as Statutory Auditors of the
Company to hold office for a period of five years from the conclusion of this Annual General Meeting
till the conclusion of Annual General Meeting to be held for the Financial Year 2028-29.

Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there
under, the Company has received certificate from the Auditors to the effect, inter-alia, that their re¬
appointment would be within the limits laid down by the Act, shall be as per the term provided under
the Act, that they are not disqualified for such appointment under the provisions of applicable laws.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of
the Auditors in their Audit Reports that may call for any explanation from the Directors.

During the review under Section 143 (12) of the Companies Act, 2013, the statutory auditor has not
reported instances of fraud committed against the Company by its officers or employees to the audit
committee, the details of which would need to be mentioned in the Board''s report.

? SECRETARIAL AUDITOR AND REPORT THEREON

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the Board had
appointed M/s ARMS & Associates LLP, Company Secretaries, as Secretarial Auditor to undertake the
Secretarial Audit of the Company for the FY 2024-25.

Further, pursuant to the provisions of Regulation 24A of the Listing Regulations and in accordance
with Section 204 of the Act, basis recommendation of the Board, the Company is required to appoint
Secretarial Auditor, with the approval of the Members at its AGM.

In light of the aforesaid, the Board of the Company has recommended the appointment of M/s ARMS &
Associates LLP, Company Secretaries (Firm Registration Number P2011RJ023700) as the Secretarial
Auditor of the Company for a period of 5 (five) consecutive financial years i.e. from FY 2025-26 up to
FY 2029-30, subject to approval of the Members at the ensuing AGM of the Company, to undertake
Secretarial Audit as required under the Act and Listing Regulations and issue the necessary
Secretarial Audit Report for the aforesaid period.

Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer Review
process by the Institute of Company Secretaries of India (“ICSI”) and hold valid certificate issued by
the Peer Review Board of ICSI.

The Secretarial Audit Report of the Company issued by the Secretarial Auditor has been appended as
Annexure I to this Board''s Report.

There is no adverse remark, qualifications or reservation in the Secretarial Audit Report of the
Company.

? INTERNAL AUDITOR AND REPORT THEREON

The Board at its Meeting held on November 06, 2024 had appointed M/s Bhatter & Company as the
Internal Auditors of the Company.

The periodic reports of the said Internal Auditors are regularly placed and reviewed by the Audit
Committee and Board of Directors. The periodic Internal Audit Report received for the financial Year
2024-2025 is free from any qualification, further the notes on accounts are self-explanatory and the
observations were looked into by the management.

During the financial year 2024-2025, no fraud was reported by the Internal Auditor of the Company in
their Audit Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO

In view of the nature of the Company''s business as a Non-Banking Financial Company (NBFC), the
particulars relating to conservation of energy and technology absorption are not applicable. However,
the Company continues to take appropriate measures to conserve energy across its operations."

There were no foreign exchange earnings or outgo during the year under report.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as
Annexure II.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY / JUDICIAL AUTHORITY

The Company has not received any significant and material orders, passed by the regulators and
courts or tribunal that materially impacts the ongoing status of the Company and its future
operations.

PARTICULARS OF LOANS, GUARANT EES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments pursuant to the provisions
of the Section 186 of the Companies Act, 2013 during the year under report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for
reviewing the risk management plan and ensuring its effectiveness. The audit committee has
additional oversight in the area of financial risks and controls. Major risks identified by the businesses
and functions are systematically addressed through mitigating actions on a continuing basis.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the FY 2024-25 with
related parties were on an arm''s length basis and in the ordinary course of business and approved by
the Audit Committee and omnibus approval were obtained, where applicable.

During the year under review, there has been no materially significant Related Party Transactions
having potential conflict with the interest of the Company. Necessary disclosures required under the
AS 18 have been made in the Notes to the Financial Statements for the year ended March 31, 2025.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board''s own performance, Board committees and individual directors was
carried out pursuant to the provisions of the Act in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by	Criteria
1	Each Individual directors	Nomination and Remuneration Committee	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2	Independent Directors	Entire Board of Directors excluding the director who is being evaluated	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided etc.
3	Board and its committees	All directors	Board composition and structure; effectiveness of Board processes, information and functioning, fulfillment of key responsibilities, performance of specific duties and obligations, timely flow of information etc. The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE

In order to prevent sexual harassment of women at workplace “The Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013” was notified on December 09, 2013,
under the said Act, every Company is required to set up an Internal Complaints Committee to look
into complaints relating to sexual harassment at workplace of any women employee.

In terms of the provisions of the said Act, the Company has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at the Workplace.

Company has formed an “Internal Complaints Committee” for prevention and redressal of sexual
harassment at Workplace. The Committee is having requisite members and is chaired by a senior
woman member of the organization. The following is a summary of sexual harassment complaints
received and disposed off during the year 2024-25:

Number of complaints pending at the beginning of the Financial Year	NIL
Number of complaints received during the Financial Year	NIL
Number of complaints disposed off during the Financial Year	NIL
Number of complaints unsolved at the end of the Financial Year	NIL
Number of cases pending for more than ninety days	NIL

LISTING FEES

The Company has paid the listing fees to BSE Ltd. for the year 2025-2026.

DISCLOSURE UNDER THE MATERNITY BENEFIT (AMENDMENT) ACT. 2017

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which ensures
maternity benefits to women employees as per applicable law. During the financial year ended March
31, 2025, the provisions of the Act were applicable to the Company; however, no instances arose
wherein maternity benefits were availed by any woman employee of the Company.

The Company remains committed to providing a safe, inclusive, and supportive work environment for
all employees, in line with applicable laws and best practices.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating,
Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulation, 2015 and is available on our website. The web link is
www.oasiscaps.com.

MANAGEMENT''S DISCUSSION AND ANALYSIS

The shareholders are advised to refer to the separate section on the Management Discussion and
Analysis in this Report as Annexure III.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate

Governance is not applicable to the Company.

MAINTENANCE OF COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of
Section 148(1) of the Companies Act, 2013 are not applicable to the business activities of the
Company.

COMPLIANCES OF SECRETARIAL STANDARDS

The company has devised proper systems to ensure compliance with the provisions of all applicable
secretarial standards issued by the Institute of Company Secretaries of India and that such systems
are adequate and operating effectively.

ACKNOWLEDGMENTS

The directors express their earnest gratitude to all the customers, business partners, bankers, and
auditors for their continued support and association with the Company. We also wish to thank the
Government and all statutory authorities for their unwavering support and co-operation and place on
record our appreciation of the dedication and hard work of the employees, individually and
collectively, in the overall progress of the Company during the year.

The directors would like to particularly thank and place on record their gratitude to all the members
of the Company for their faith in the management and continued affiliation with the Company.

By Order of the Board of Directors
for Oasis Securities Limited

Rajesh Kumar Sodhani Devi Dutt Agarwal

Managing Director Whole Time Director and CFO

DIN:02516856 DIN:10631960

Jaipur, June 30, 2025

Registered Office:

Raja Bahadur Compound Bldg No 5 2^nd Floor 43 Tamarind Lane, Mumbai-400023 Maharashtra
Tel.: [phone]; Email: [e-mail]; Website: www.oasiscaps.com;

CIN: L51900MH1986PLC041499

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Mar 31, 2024

The Directors present herewith their 37^th Annual Report together with the Audited Statements for the year ended on March 31, 2024.

FINANCIAL RESULTS

The financial results of the Company are summarized asunder:

(Rs. in lacs)

Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from operations & other Income	381.25	123.56
Profit /(Loss) before Depreciation and Taxation	183.92	18.27
Less: Depreciation & Amortization	6.39	6.51
Profit / Loss before Tax	177.53	11.76
i)Tax Expenses: Current Tax	31.65	3.10
ii) Deferred tax	3.65	3.49
iii)Tax for earlier years & excess /short provision	--	47.57
iv) MAT Credit	0.72	(0.72)
Net Profit / (Loss) for the year	141.51	(41.7)
Other Comprehensive Income- Re-measurement gains/(losses) on defined benefit plans	(5.35)	8.13
Total comprehensive income/ (loss) for the year	136.16	(33.55)

OPERATIONS / STATE OF COMPANY''S AFFAIRS

During the year under review, Company has booked revenue of Rs. 381.25 Lakhs as compared to Rs. 123.56 Lakhs in the preceding financial year. Further after meeting administrative and tax expenses Company has booked Net Profit of Rs. 141.51 Lakhs as compared to the Net Loss of Rs.41.7 Lakhs in the preceding financial year.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

Open Offer & Change in Promoters & Control of Management:

As reported last year, Promoters of the Company (Oasis Securities Ltd.) had entered into Share Purchase Agreement (SPA) on May 15, 2023 with Mr. Rajesh Kumar Sodhani, Ms. Priya Sodhani and Mr. Gyan Chand Jain for sale of 13,06,951 fully paid up Equity and voting share Capital of the Company (representing 70.65% of the total paid up share capital).

On the application of the company Reserve Bank of India (RBI) has approved the transfer of 70.65% shareholding (control) to the acquirers and change in management. After the approval of the RBI Open Offer was made the acquirers as per SEBI regulations and the management change process was completed.

DIVIDEND & TRANSFER TO RESERVES

In order to conserve resources, the Directors do not recommend any dividend for the Financial Year 2023-2024. No amount of profit was transferred to any Reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

After the closure of the financial year 2023-24 following changes has been occurred in the board of Directors and KMP''s:

S. No	Name Of Director/KM P	DIN/PAN	Designatio n	Date Of Appointment / Cessation	Nature of change (Appointment/Cessation )
1	Devi Dutt Agarwal	10631960	Additional Director	18/07/2024	Appointment
			Whole Time Director	05/08/2024
2	Priya Sodhani	02523843	Additional Director	18/07/2024	Appointment
3	Rajesh Kumar Sodhani	02516856	Additional Director	18/07/2024	Appointment
			Managing Director	05/08/2024
4	Gyan Chand Jain	01220412	Additional Director	18/07/2024	Appointment
5	Indra Kumar Bagri	00014384	Director	18/07/2024	Cessation
6	Vimal Pannalal Damani	00014486	Independe nt Director	18/07/2024	Cessation
7	Smita Naresh Pachisia	07141023	Independe nt Director	18/07/2024	Cessation
8	Anil Kumar Bagri	00014338	Managing Director	18/07/2024	Cessation
9.	Narendra Thandvi	AANPT5447R	CFO	18/07/2024	Cessation
10	Dinesh Kumar Bhattar	03377478	Independe nt Director	05/08/2024	Appointment
11	Meenu Kabra	10269674	Independe nt Director	05/08/2024	Appointment

Composition of the Board of Directors and KMP as on August 05, 2024 is as following:

Sr. No.	Name of Director/KMP	Designation	DIN	Date of Appointment
1	Devi Dutt Agarwal	Additional Director	10631960	18/07/2024
2	Priya Sodhani	Additional Director	02523843	18/07/2024
3	Rajesh Kumar Sodhani	Additional Director	02516856	18/07/2024
4	Gyan Chand Jain	Additional Director	01220412	18/07/2024
5	Dinesh Kumar Bhattar	Independent Director	03377478	05/08/2024
6	Meenu Kabra	Independent Director	10269674	05/08/2024
7	Kirti Jain	Company Secretary	APKPJ4851K	15/12/2014

In accordance with the provisions of Section 152 of the Act read with Articles of Association, Mrs. Priya Sodhani (DIN: 02523843), Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) in accordance with Section 152(6) of the Companies Act, 2013 and he is eligible for re-appointment.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company:

Mr. Rajesh Kumar Sodhani (DIN: 02516856)- Managing Director; Mr. Devi Dutt Agarwal (DIN: 10631960) Whole Time Director; Ms. Kirti Jain- Company Secretary.

INDEPENDENT DIRECTORS

Mr. Dinesh Kumar Bhattar (DIN: 03377478) and Mrs. Meenu Kabra (DIN: 03377478) are independent directors of the Company they have submitted declarations that each of them meet the criteria of independence as provided in sub Section (6) of Section 149 of the Companies Act, 2013. There has been no change in the circumstances which may affect their status as an independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES THEREOF

08 meetings of the Board of Directors were held during the year 2023-24 i.e., on 18.04.2023, 15.05.2023, 25.05.2023, 11.08.2023, 13.10.2023, 07.11.2023, 18.01.2024 & 24.01.2024.

The Committees of the Board have been constituted/ reconstituted in accordance with the provisions of the Companies Act, 2013. Currently, the Board has the following Committees:

(1) Audit Committee consists of three Directors namely Mr. Dinesh Kumar Bhattar (DIN: 03377478), Independent Director, Ms. Meenu Kabra (DIN: 10269674) Independent Director and Mr. Devi Dutt Agrawal (DIN: 10631960) Whole Time Director.

04 meetings of the Audit Committee were held during the year 2023-24 i.e., on 25.05.2023, 11.08.2023, 07.11.2023 & 24.01.2024.

(2) Nomination & Remuneration Committee consists of three Directors namely Mr. Dinesh Kumar Bhattar (DIN: 03377478) Independent Director, Ms. Meenu Kabra (DIN: 10269674) Independent Director and Mr. Gyan Chand Jain (DIN: 01220412) Non-Executive Director.

02 meetings of the Nomination & Remuneration Committee were held during the year 2023-24 i.e., on 25.05.2023 & 18.01.2024.

(3) Stakeholder Relationship Committee consists of three Directors namely Mr. Dinesh Kumar Bhattar (DIN: 03377478) Independent Director, Ms. Meenu Kabra (DIN: 10269674) Independent Director, Mr. Gyan Chand Jain (DIN: 01220412) Non-Executive Director and Mr. Rajesh Kumar Sodhani (DIN: 02516856) Managing Director.

01 meetings of the Stakeholder Relationship Committee was held during the year 30.03.2024.

(4) No meeting of the Finance Committee held during the year 2023-24.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act, 2013 with regard to Corporate Social Responsibility are not applicable to the company.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) Mechanism formulated by the Company provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/Chairman of the Audit Committee in exceptional cases. The revised policy is placed on the website of the Company which includes provisions enabling employees to report instances of leak of unpublished price sensitive information as per Reg.9A, Sub Reg.6 of SEBI (Prohibition of Insider Trading) Regulations, 2015. Web link: https://www.oasiscaps.com/coc.php

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, and senior management are placed on the website of the Company. Web link: https://www.oasiscaps.com/coc.php

There has been no change in the policies since the last fiscal year.

The Board of Directors affirms that the remuneration paid to the directors is as per the terms laid out in the Remuneration Policy of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) They 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 at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

a) Providing assurance regarding the effectiveness and efficiency of operations

b) Efficient use and safe guarding of resources

c) Compliance with policies, procedures and applicable laws and regulations and

d) Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations against budgets on an on-going basis.

The internal auditor also regularly reviews the adequacy of internal financial control system.

DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company does not have any subsidiaries / joint ventures / associates.

ANNUAL RETURN

As provided under sub Section (3) of Section 92 and 134(3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, the annual return of the Company is uploaded on the website of the Company at Web link: http://www.oasiscaps.com/annual_reports.php

AUDITORS AND THEIR REPORT

Pursuant to Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the term of appointment of M/s. A.V. Arolkar & Co., Chartered Accountants, Mumbai, (FRN No. 100542W) as Statutory Auditors of the Company expires at the conclusion of the ensuing 37^th Annual General Meeting (AGM) of the Company.

The auditors'' report on the financial year 2023-24 does not contain any qualifications, reservations or adverse remarks in their report.

The Board hereby proposes to appoint M/s Rajvanshi & Associates (FRN: 005069C), Chartered Accountant as statutory auditors of the company to hold office from the conclusion of this ensuing Annual General Meeting to be held for the financial year 2024-25 till the conclusion of the AGM to be held in the FY 2028-29.

Company has received certificate from the proposed Auditor to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws.

SECRETARIAL AUDIT AND THEIR REPORT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 202324 and their Report is attached here to as Annexure I.

The Report of the Secretarial Auditor does not contain any qualifications or any adverse remarks. INTERNAL AUDITOR

In accordance with the provisions of section 138 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company has appointed M/s Bhatter & Co., Chartered Accountants (FRN: 131092W) as Internal Auditors of the Company for the financial year 2023-24.

The Internal Audit Report was received quarterly by the Company and the same were reviewed and approved by the Audit Committee and Board of Directors. The quarterly Internal Audit Report received for the financial Year 2023-24 is free from any qualification, further the notes on accounts are self-explanatory and the observations were looked into by the management.

During the financial year 2023-2024, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

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

In view of nature of business of the Company, particulars regarding conservation of energy and technology absorption are not given. However, the Company has taken various measures to conserve energy at all levels.

There were no foreign exchange earnings or outgo during the year under report.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as Annexure II.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public during the year.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY / JUDICIAL AUTHORITY

No significant or material orders were passed by any regulator or court that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments pursuant to the provisions of the Section 186 of the Companies Act, 2013 during the year under report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure III.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board’s own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by	Criteria
1	Each Individual directors	Nomination and Remuneration Committee	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2	Independent Directors	Entire Board of Directors	Attendance, Contribution to the Board and committee meetings like preparedness on the

		excluding the director who is being evaluated	issues to be discussed, meaningful and constructive contribution and guidance provided etc.
3	Board and its committees	All directors	Board composition and structure; effectiveness of Board processes, information and functioning, fulfillment of key responsibilities, performance of specific duties and obligations, timely flow of information etc. The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the year under report.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2024-2025.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website. The web link is www.oasiscaps.com/policies.php

MANAGEMENT''S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s discussion and analysis is set out in this Annual Report as Annexure IV.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance is not mandatory to the Company.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is not applicable to the company.

COMPLIANCES OF SECRETARIAL STANADARD

The company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

APPRECIATION:

The Board of Directors are thankful to its Bankers and Institutions for the support and financial assistance from time to time.

Your directors are pleased to place on record their sincere appreciation to all the employees of the Company whose untiring efforts have made achieving its goal possible. Your Directors wish to thank the Central and State Governments, customers, suppliers, business associates, shareholders for their continued support and for the faith reposed in your Company.

For and on behalf of the Board OASIS SECURITIES LIMITED

Digitally signed by DEVI

Digitally signed by RAJESH ^{DEVI DUIT} DUTT AGARWAL

^{RAJESH KUMAR} KUMAR SODHANI Date: 2024.08.22

SODHANI Date: 2024.08.22 18:36:40 ^\^J^\RVV^\L 1837^1 05''30''

RAJESH KUMAR SODHANI DEVI DUTT AGARWAL

Managing Director Whole Time Director

DIN:02516856 DIN:10631960

Place: Jaipur Date: 22/08/2024

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Mar 31, 2015

Dear Members,

Your Directors present before you the Twenty-Eighth Annual Report and the Audited Accounts for the year ended 31st March, 2015.

Financial Results (Rs. in Lakhs)

Year ended Year ended

31.03.2015 31.03.2014

Sales and Other Income 717.16 2,335.35

Profit/ (loss) before Depreciation and Tax 4.80 21.61

Depreciation 0.22 0.01

Profit / (Loss) before Tax 4.58 21.60

Tax Expenses 0.93 4.13

Profit after taxation 3.65 17.47

REVIEW OF OPERATIONS

Economic conditions during the past year were surprisingly weaker compared to expectations. Despite that, the company was able to squeeze out better performance in its margins. Although turnover has fallen, due to fewer trading opportunities, the operating profits did not drop as much. In fact, profits would have been lower only by 16% had it not been for the provisions for bad loans. We continue to be optimistic for the future, pinning our hopes for economic recovery on the new Central Government. A wave of reforms will bring with it significant business opportunities, of which the financial services sector will be a major beneficiary.

TRANSFER TO GENERAL RESERVES

There was no transfer to General Reserves. The accumulated profit has been retained in the Profit and Loss Account, which forms a part of the total Reserves and Surplus.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report.

DIVIDEND

With a view to conserve resources and to be prepared for financial opportunities, your Directors do not recommend any dividend for the Financial Year 2014-15.

INFORMATION IN ACCORDANCE WITH SECTION 134 (3) OF THE ACT READ WITH COMPANIES (ACCOUNTS) RULES, 2014:

In view of the nature of activities of the Company, the particulars regarding conservation of energy and technology absorption are not given. There was no foreign exchange earnings and outgo during the year under report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other board business.

During the year, eleven Board meetings were convened and held. The maximum interval between the meetings did not exceed the period prescribed under the Companies Act, 2013 and Listing Agreement.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Anil Kumar Bagri (DIN No. 00014338), Director of the company retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Ms. Smita Naresh Pachisia (DIN 07141023) has been appointed as an Additional Director with effect from 31st March, 2015 by the Board of Directors of the Company and Independent Director in compliance with Section 149 of the Companies Act, 2013. By virtue of Section 161(1) of the Companies Act, 2013 she would hold office upto the date of the ensuing Annual General Meeting.

Necessary resolution seeking approval of members for her appointment has been incorporated in the Notice of the ensuing Annual General Meeting of the company along with brief details about her. The Company has received notice under Section 160 of the Act along with the requisite deposit proposing her appointment.

Mr. Naresh Pachisia (DIN: 00015207), ceased to be the Director of the Company with effect from 31st March, 2015. The Board placed on record the sincere appreciation of the valuable advice rendered by him during his tenure as Director of the company.

Pursuant to the provisions of Section 203 of the Act, 2013, the Company appointed the following persons as Key Managerial Personnel effective from 15th December, 2014:

Mr. Indra Kumar Bagri - Chief Executive Officer

Mr. Narendra Kumar Thanvi - Chief Financial Officer

Ms. Kirti Mool Chand Jain - Company Secretary

DECLARATION FROM INDEPENDENT DIRECTORS

Mr. Vimal Damani (DIN: 00014486) and Mrs. Smita Naresh Pachisia (DIN 07141023) who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board has constituted/ reconstituted Committees. Currently the Board has the following Committees:

Audit Committee

Nomination & Remuneration Committee Share Transfer & Grievance Committee

AUDIT COMMITTEE OF BOARD OF DIRECTORS

The Audit committee of the Board of directors of the Company consists of Mr. Vimal Damani, Ms. Smita Pachisia and Mr. Anil Kumar Bagri as members.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company in compliance with Section 178 of the Companies Act, 2013.

As per the policy, the Nomination and Remuneration Committee recommend to the Board appointment, re-appointment of Directors, and Key Managerial Personnel and determination, fixation and revision of their remuneration and is approved by the Board of Directors, subject to the approval of shareholders, wherever necessary.

The objective and broad framework of the Company's Remuneration Policy is to consider and determine the remuneration, based on the performance and growth of the company, the current trends in the industry, the experience of the appointee, their past performances and other relevant factors.

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a mechanism ("Vigil Mechanism") for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management as adopted by the Board of Directors are placed on the website of the Company and are annexed as Annexure I & II to this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act.

The annual evaluation was carried out in following manner:

Sr. Performance evaluation of Performance evaluation performed No by

1 Board and individual Board seeking inputs from all the directors Directors.

2 Individual directors Nomination and Remuneration Committee

3 Non-independent directors; Separate meeting of Independent the Board as a whole and Directors,taking into account of the Chairman the views of executive directors and non-executive directors

4 Board, its committees and Board meeting held after the individual directors meeting of the Independent Directors, based on evaluation exercise carried out above.

Criteria for performance evaluation was as follows:

Sr. Performance Criteria No evaluation of

1 Board Board composition and structure; effectiveness of Board processes, information and functioning etc

2 Directors Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the Chairperson was also evaluated on the key aspects of his/her role.

DIRECTORS RESPONSIBILTY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013

i. in the preparation of the annual financial statements for year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. such accounting policies have been selected 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 at the end of the financial year on 31st March, 2015 and of the profit of the Company for the year ended on that date;

iii. that 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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual financial statements have been prepared on a 'going concern' basis;

v. that proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

* Providing assurance regarding the effectiveness and efficiency of operations

* Efficient use and safeguarding of resources

* Compliance with policies, procedures and applicable laws and regulations and

* Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

The internal auditor also regularly reviews the adequacy of internal financial control system.

Associate Company:

During the year under report, Azure Capital Advisors Pvt. Ltd., Bengaluru has become the Associate Company by virtue of Section 2(6) of the Companies Act, 2013.There has been no change in the nature of the business of the associate company. It is the business of managing real estate funds since November 2010. Its performance for the last year is given below:

Azure Capital Advisors Pvt. Ltd.

Turnover witnessed a sharp drop from Rs. 173 lakhs to Rs. 104 lakhs. The extensive cost-cutting measures, however, paid off, and along with a sharp drop in finance costs, resulted in the company swinging from a loss of Rs. 36 lakhs in the previous year to a profit of Rs. 19 lakhs in the last financial year. The average AUM of Azure increased to Rs. 43 crores from Rs. 41 crores in the previous financial year. The life of the fund is till October 2016, with an option to extend it further by one year.

Extract of Annual Return

As provided under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the directors' report as Annexure III.

Auditors

M/s Aalok Mehta & Co, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for re-appointment. M/s Aalok Mehta & Co, Chartered Accountants, the existing auditors have furnished a certificate, confirming that if reappointed for the financial year 2015-2016 their reappointment will be in accordance with Section 139 read with section 141 of the Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Shalini Hegde & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2014-2015. The Secretarial Auditors' Report is annexed as Annexure IV.

AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT

The auditor's report and secretarial auditor's report does not contain any qualifications, reservations or adverse remarks.

As regards remarks of the secretarial auditors, the company has filed with the Registrar of Companies the Form MGT-14 in respect of resolution passed by the Board on 17.03.2015 for borrowing.

INFORMATION IN ACCORDANCE WITH SECTION 134(3) OF THE ACT READ WITH COMPANIES (ACCOUNTS) RULES, 2014:

In view of the nature of activities of the Company, the particulars regarding conservation of energy and technology absorption are not given. There was no foreign exchange earnings and outgo during the year under report.

PARTICULARS OF EMPLOYEES

The company does not have any employee whose information is required to be given under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

There are no significant or material orders passed by any regulator or court that would impact the going concern status of the Company and its future operations.

SAFETY, ENVIRONMENT AND HEALTH:

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety and environment.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure V.

CORPORATE GOVERNANCE REPORT

As per SEBI's circular no. CIR/CFD/POLICYCELL/7/2014 dated September 15, 2014, the revised clause 49 is not mandatory to the Company.

ACKNOWLEDGEMENT

The directors thank the Company's employees, customers, vendors, investors and academic institutions for their continuous support.

The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments/agencies for their co-operation.

The directors appreciate and value the contributions made by every member of the OSL family.

For and on behalf of the Board

Indra Kumar Bagri Chairman & CEO Place: Mumbai Date: May 29, 2015

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Mar 31, 2014

To All the Members

The Directors present before you the Twenty-Seventh Annual Report and the Audited Accounts for the year ended 31st March, 2014.

Financial Results

(Rs. in Lakhs)

Year ended Year ended 31.03.2014 31.03.2013

Sales and Other Income 2335.35 914.67

Profit/ (loss) before Depreciation and Tax 21,60 (33.47)

Depreciation 0.01 -

Profit/(Loss) before Tax 21.59 (33.47)

Tax Expenses 4,13 -

Profit after taxation 17.47 (33.47)

Operations:

Despite tough operating conditions, your company managed to recover part of its losses of the prior year. We are optimistic of taking the company back on the path of consistent profitability.

Future Prospects:

The new government heralds the dawn of a new era of governance in this country. The stock markets have already given a resounding round of applause, and we expect the general business conditions of the economy to follow suit. We look forward to better times ahead.

Particulars under Section 217(l)(e) of the Companies Act, 1956

In view of the nature of activities of the Company, the particulars under section 217(lXe) of the Companies Act, 1956 regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earnings and outgo during the year under report.

Listing

The shares of the Company are listed on Bombay Stock Exchange Limited. The Listing Fees for the Year 2014-15 have been paid.

Directors

Mr. Indra Kumar Bagri ((holding DIN: 00014384), Director of the company would retire by rotation at the ensuing Annual General Meeting of the company and is eligible for re-appointment.

Deposits

The Company has not invited any deposits from the public.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) Such accounting policies have been selected which have been applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at the end of the financial year and of the Profit or Loss for that period;

iii) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken;

iv) The Annual Accounts have been prepared on a going concern basis.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of

Employees) Rules, 1975.

Compliance Certificate:

A Compliance Certificate from a secretary in whole-time practice under section 383A of the Companies Act. 1956 in respect of the financial year ended on March 31,2014 is attached hereto.

Auditors

You are requested to appoint Auditors and fix their remuneration.

Personnel

Your Company has received the full co-operation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come. -

Acknowledgements

The Board of Directors wishes to thank their Clients, Institutions, Shareholders and the Bankers of the Company for their support and co-operation.

For and on behalf of the Board

Place: Mumbai

Date: June 30,2014 Sd/-

India Kumar Bagri Chairman

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Mar 31, 2013

To All the Members

The Directors present before you the Twenty-Sixth Annual Report and the year ended 31st March,2013.

Financial Results

(Rs. in Lakhs)

Year ended Year ended 31.03,2013 31.03.2012

Sales and Other Income 914.67 130.87

Profit/ (loss) before Depreciation and Tax (33,47) 6.22

Depreciation - -

Profit / (Loss) before Tax (33-47) 6.22

Provision for Tax - -

Profit after taxation (33.47) 4.58

Transfer to Statutory Reserves (RBI Act) - 0.79

Provision for Deferred Tax - 3.79

Profit transferred to Balance Sheet - 3.79

Operations:

Despite the utmost of care, the volatile markets did manage to hurt our bottoming. We are hope profit that we will recover from it, but the markets continue to be extremely challenging and the business environment continues to be very grim.

Future Prospects: .

The present economic scenario demands that we focus more on capital preservation than on growth, which is what we are doing at the moment. We believe that an opportunity for growth will arrive once again in the not-so-distant future. Till then, we continue to watch the scenario careful.;.

Particulars under Section 217(l)(e) of the Companies Act, 1956

In view of the nature of activities of the Company, the particulars under section 21/(1 hits of the Companies Act, 1956 regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earnings and outgo during the year under report.

The shares of the Company are listed on Bombay Stock Exchange Limited. The Listing Fee; for the Year 2013-14 have been paid.

Directors

Mr. Anil Bagri, Director of the company would retire by rotation at the ensuing Annual General

Meeting of the company and is eligible for re-appointment.

Deposits .

The Company has not invited any deposits from the public.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

i) In the preparation of the annual accounts, the applicable accounting stand aids have been followed;

ii) Such accounting policies have been selected which have been applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at the end of the financial year and of the Profit or Loss for that period; _

iii) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken,

iv) The Annual Accounts have been prepared on a going concern basis.

Particulars of Employees .

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Compliance Certificate:

A Compliance Certificate from a secretary in whole-time practice under section 383A of the Companies Act. 1956 in respect of the financial year ended on March 31, 2013 is attached hereto.

Auditors

M/s. Bhupendra Shah and Associates, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting, and arc eligible for re- appointment.

You are requested to appoint Auditors and fix their remuneration.

Personnel

Your Company has received the full co-operation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come.

Acknowledgements

The Board of Directors wishes to thank their Clients, Institutions, Shareholders and the Bankers of the Company for their support and co-operation.

For and on behalf of the Board

Mumbai

May 30,2013 sd/-

India Kumar Bagri

Chairman

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Mar 31, 2012

To All the Members

The Directors present before you the Twenty-Fifth Annual Report and the Audited Accounts for the year ended 31st March, 2012.

Financial Results

(Rs. in Lakhs)

Year ended Year ended 31.03.2012 31.03.2011

Sales and Other Income 130.87 421.94

Profit before Depreciation and Tax 6.22 165.85

Depreciation - -

Profit / (Loss)before Tax 6.22 165.85

Provision for Tax 1.64 31.77

Profit after taxation 4.58 134.08

Transfer to Statutory Reserves (RBI Act) 0.79 26.81

Provision for Deferred tax 3.79 2.56

Profit transferred to Balance Sheet 3.79 109.83

Operations:

Your Company is now focusing on its NBFC activities. Given the tough economic scenario, there is a lot of demand for debt. Care, however, has to be taken about the quality of the lender, for even banks are suffering from a substantial increase in non-performing assets.

Future Prospects:

As mentioned above, your Company is now focusing on its NBFC activities and looking for avenues for further growth in this area. The economic scenario continues to be grim with no respite in sight. It is important, therefore, to proceed with caution, and your company shall take full care on this front.

Particulars under Section 217(l)(e) of the Companies Act, 1956

In view of the nature of activities of the Company, the particulars under section 217(l)(e) of the Companies Act, 1956 regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earning and outgo during the year under report.

Listing

The shares of the Company are listed on Bombay Stock Exchange Limited. The Listing Fees for the Year 2012-13 have been paid.

Directors

Mr. Naresh Pachisia, Director of the company would retire by rotation at the ensuing Annual General Meeting of the company and is eligible for re-appointment.

Deposits

The Company has not invited any deposits from the public.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) Such accounting policies have been selected which have been applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at the end of the financial year and of the Profit or Loss for that period;

iii) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken;

iv) The Annual Accounts have been prepared on a going concern basis.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Compliance Certificate:

A Compliance Certificate from a secretary in whole-time practice under section 3 83A of the Companies Act. 1956 in respect of the financial year ended on March 31, 2012 is attached hereto.

Auditors

M/s. Bhupendra Shah and Associates, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting, and are eligible for re- appointment. .

You are requested to appoint Auditors and fix their remuneration.

Personnel

Your Company has received the full co-operation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come.

Acknowledgements

The Board of Directors wishes to thank their Clients, Institutions, Shareholders and the Bankers of the Company for their support and co-operation.

For and on behalf of the Board

Mumbai

September 03, 2012 sd/-

Indra Kumar Bagri Chairman

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Mar 31, 2010

The Directors present before you the Twenty-Third Annual Report and the Audited Accounts for the year ended 31st March, 2010.

Financial Results

(Rs. in Lakhs) Year ended Year ended 31.032010 31.03.2009

Sales and Other Income 221.49 100.15

Profit before Depreciation and Tax 6.59 (65.15)

Depreciation 15.46 15.37

Profit/(Loss)before Tax (8.87) (80.52)

Provision for Tax - 2.20

Provision for Deferred tax 1.85 1.34

Profit / (Loss) after Taxation (7.02) (84.06)

Profit after Tax transferred to Balance sheet (7.02) (84.06)

Operations:

In the current year, the Company has transferred its undertaking comprising of its Broking (the Trading Membership of National Stock Exchange Limited (NSE)) and Depository Businesses (being a Depository Participant of National Securities Depository Limited (NSDL)) after obtaining the necessary approvals of the Regulatory Authorities.

Future Prospects

The company intends to keep its options open in the future, and for now will continue with its business of investments and trading.

Particulars under Section 217(1 )(e) of the Companies Act, 1956

In view of the nature of activities of the Company, the particulars under section 217(l)(e) of the Companies Act, 1956 regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earning and outgo during the year under report.

Listing

The shares of the Company are listed on Bombay Stock Exchange Limited. The Listing Fees for the Year 2010-11 have been paid.

Directors

Mr. Vimal Damani, Director of the company would retire by rotation at the ensuing Annual General Meeting of the company and is eligible for re-appointment.

Mr. Ashok Pandey resigned as Director of the company effective from June 10, 2010. The Board places on record the sincere appreciation of valuable service rendered by him during his tenure as Director of the company.

Deposits

The Company has not invited any deposits from the public.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following.

i) In the preparation of ths annual accounts, the applicable accounting standards have been followed;

ii) Such accounting policies have been selected which have been applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at the end of the financial year and of the Profit and Loss Account for that period;

iii) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken;

iv) The Annual Accounts have been prepared on a going concern basis.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Compliance Certificate:

A Compliance Certificate from a secretary in whole-time practice under section 383A of the Companies Act. 1956 in respect of the financial year ended on March 31,2010 is attached hereto.

Auditors

M/s. Bhupendra Shah and Associates, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting, and are eligible for re- appointment.

Personnel

Your Company has received the full co-operation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come.

Acknowledgements

The Board of Directors wishes to thank their Clients, Institutions, Shareholders and the Bankers of the Company for their support and co-operation.

For and on behalf of the Board

Mumbai

August 24,2010 Sd/-

Indra Kumar Bagri

Chairman