Directors Report of Olympia Industries Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the 36"¹ Annual Report of your Company along with the Audited
Financial Statements for the financial year ended 31^st March, 2025.

1. Key Financial Highlights

The Company''s performance during the financial year ended March 31, 2025 as compared to the previous
financial year is summarized below:

(Rs. in Lakhs except EPS)

Particulars	Year ended	Year ended
	31.03.2025	31.03.2024
	(Rs.)	(Rs.)
Revenue from Operations	28247.06	18905.03
Profits before interest, depreciation and tax	790.02	692.53
Less:Interest	527.82	445.31
Depreciation	85.75	115.85
Profit before tax	176.45	131.37
Tax expense	46.90	52.60
Net Profit for the year	129.55	78.77
Other Comprehensive Income
A) i) Items that not will be reclassified to profit & Loss	37.92	37.92
B) ii) Items that will be reclassified to profit & Loss	1.47	(4.49)
Total Comprehensive Income for the year	168.94	112.20
Earnings per share (basic) (in Rs.)	2.15	1.31

2. STATE OF COMPANY''S AFFAIRS

The turnover of the Company has increased to Rs. 2,82,47,06,374 from Rs. 1,89,05,03,056 in the previous
year. Net profit from operations stood at Rs 1,29,55,123as compared to Rs. 78,76,986 in the previous year.
However, the profit before Interest, Depreciation & tax has improved from Rs. 6,92,52,552to Rs. 7,90,01,533
and profit before tax has improved from Rs. 1,31,36,678 to Rs. 1,76,45,123. In the current year, the company
expects to have improved performance in view of various steps taken for improvement.

3. SHARE CAPITAL

The paid up Equity Share Capital as on 31''* March, 2025 is Rs. 6,02,35,700/-. During the year under review,
the Company has not issued shares with differential voting rights nor granted stock options or issued sweat
equity.

4. TRANSFER TO RESERVE

The Board of Directors has not recommended transfer of any amount to reserves and the entire balance
available in the Statement of Profit and Loss is retained in it.

5. DIVIDEND

in the view of strengthening the company''s financial position, the directors have decided to plough back the
profits into the business. Hence, Directors do not recommend any dividend for the financial year ended 31*
March, 2025.

6. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year under review'', as stipulated under the SEB1 (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report - Annexure I

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate and joint venture company.

8. MATERIAL CHANGES AND COMMITMENTS SINCE THE END OF THE FINANCIAL YEAR

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the
Company’s financial position, have occurred between the end of the financial year of the Company and date of
this report.

9. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company pursuant to Section 92(3) of the Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, as on March 31, 2025in Form No. MGT-7 is
available on the Company''s website and can be accessed at https://eolympia.com/annual-compliance/

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was a change in the composition of the Board of Directors and Key
Managerial Personnel of the Company.

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of Section 152 of the Companies Act read with provisions contained in the
Articles of Association of the Company, Ms. Pooja Jiwrajka (DIN-10683810) is liable to retire by rotation at
the ensuing Annual General Meeting of the Company and being eligible has offered her candidature for re¬
appointment. As per the provisions of the Act, the Independent Directors are not liable to retire by rotation.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of
directorships and committee membership held in other companies of the Directors proposed to be
appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial
Standard-2 and Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements] Regulations, 2015, is appended as an Annexure to the Notice of the ensuing Annual

General Meeting.

RESIGNATION BY DIRECTOR

• Ms. Anisha Parmar (DIN-07141598) resigned as a Non-Executive & Non independent Director from
20^th September, 2024.

PROPOSED NEW APPOINTMENT

• Mr. Ritesh Gupta (DIN: 00223343) is proposed to be appointed as a Non-Executive Independent,
Director. The Nomination & Remuneration Committee and Board of Directors in its meeting held on
Wednesday, May 28, 2025, has recommended his appointment for approval of shareholders in
upcoming 36^th Annual General Meeting to be held on Tuesday, July 22, 2025.

• Mr. Kanilesh Joshi (DIN: 01783387)is proposed to be appointed as a Non-Executive Independent,
Director. The Nomination & Remuneration Committee and Board of Directors in its meeting held on
Wednesday, May 28, 2025, has recommended his appointment for approval of shareholders in
upcoming 36^th Annual General Meeting to be held on Tuesday, July 22, 2025.

• Mr. Kamlesh Shah (DIN: 07657503), Non Executive Independent Director ( DIN:07657503 ) is
proposed to be also appointed as an Independent Directors as per the provisions of Securities
Exchange Board of lndia( Listing obligations and disclosure requirements), Regulations, 2015. The
Nomination & Remuneration Committee and Board of Directors in its meeting held on Wednesday,
May 28, 2025, has recommended his appointment for approval of shareholders in upcoming 36th
Annual General Meeting to be held on Tuesday, July 22, 2025.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following arc the Key

Managerial Personnel of the Company:

1. Mr. Navin Pansari, Chairman &Managing Director

2. Mr. Ratnjeevan Khedia, Chief Financial Officer

3. “Mr. Vikalp Chugh, Company Secretary and Compliance Officer

4. *Mr. Akshay Firodiya, Company Secretary and Compliance Officer

Resignations:

• "Mr. Vikalp Chugh resigned from his position as a Company Secretary and Compliance Officer of the
Company w.e.f February 24, 2025.

Appointments:

• *Mr. Akshay Firodiya was appointed as a Company Secretary and Compliance Officer of the
Company, w.e.f. March 25, 2025.

11. INDEPENDENT DIRECTORS'' DECLARATION

The board has received the declaration from Independent Directors as per the requirement of Section 149(7)
of the Act and the board is satisfied that all the Independent Directors meet the criterion of Independence as
mentioned in Section 149(6) of the Act. Further, all the Independent Directors have affirmed that they have
adhered and complied with the Company’s Code of Conduct for Independent Directors which is framed in
accordance with Schedule IV of the Act.

The Independent Directors of your Company have given the certificate of Independence to your Company
stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act,
2013. In the opinion of the Board, the independent directors possess the requisite integrity, experience,
expertise, proficiency and qualifications.

12. NUMBER OF BOARD MEETINGS:

The Board of Directors duly met 8 times during the financial year from April 01, 2024 to March 31, 2025. The
dates on which the meetings were held are May 29, 2024; August 12, 2024; August 23, 2024; October 30,
2024; December 30,2024; January 24, 2025; February 12,2025; March 25, 2025.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, Directors of your Company confirm
that:

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

b) the Directors had selected appropriate accounting policies and applied them consistently and made
judgments and estimates that arc reasonable and prudent so as to give a true and fair view of the state of
affairs of the company at the end of the financial year and of the profit and loss of the company for that
period;

c) the Directors have 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;

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

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

14. INDEPENDENT DIRECTORS MEETING

During the year under review. The Independent Directors met on 29^th May, 2024 inter alia, to discuss

• Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole;

• Evaluation of the performance of the Chairman of the Company.

• Evaluation of 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 its duties.

15. COMPOSITION OF AUDIT COMMITTEE:

The Constitution of Audit Committee as on 31^s* March, 2025 is given below:

Name of Member	Category
Mr. Pravin Kumar Shishodiya [Chairman]	Independent Director
Mr. NareshWaghchaude	Independent Director
Mr. Navin Pansari	Managing Director
Mr. Kamlesh Shah	Independent Director

16. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act the Board has carried out an Annual Performance Evaluation of its own
performance, the directors individually as well as the Evaluation of the working of its various committees.

A separate exercise was carried out to evaluate the performance of individual directors including the
Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company. The performance evaluation of the
individual Directors was carried out by the entire Board excluding the directors being evaluated. The
Performance Evaluation of the Chairman and Non Independent Directors was carried out by the Independent
Directors at their separate meeting.

17. REMUNERATION POLICY:

The policy of the Company on directors'' appointment and remuneration, including the criteria for
determining qualifications, positive attributes, independence of a director and other matters, as required
under subsection(3) of Section 178 of the Companies Act, 2013, is available on our website at
https://eojympia.com/poHcies-codes/

18. AUDITORS AND THEIR REPORTS
STATUTORY AUDITORS

• Appointment of Statutory Auditors

M/s. R. A. Kuvadia& Co._f Chartered Accountants (Firm Registration No. 105487W) were appointed as
Statutory Auditors of the Company at the 33^rd Annual General Meeting held on September 21, 2022, for a
period of 5 years from conclusion of 33^rd Annual General Meeting till the conclusion of the 38^th Annual
General Meeting of the Company to be held in the year 2027 at such remuneration as may be decided by the
Board of Directors of the Company

• Statutory Auditors'' Report

The Reports given by the Statutory Auditors on the Financial Statements of the Company for financial
year2024-25 does not contain any qualification, reservation or adverse remarks and forms part of the Annual
Report.

• Details in respect of frauds reported by auditors

No frauds have been reported by the Statutory Auditors during the financial year 2024-25.

SECRETARIAL AUDITORS

• Appointment of Secretarial Auditors

Pursuant to the provisions of Section 204 read with rules made thereunder, M/s V.K. Mandawaria & Co.,
Company Secretaries were appointed to undertake Secretarial Audit of the Company for the financial year
2024-25.

• Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013, a Secretarial Audit Report was given by the Secretarial
Auditors in the Form No. MR-3 is annexed with this Report as Annexure - ll.The observations/
remarks made by the Secretarial Auditor in their Report are self-explanatory so no further explanation is
required

INTERNAL AUDITORS

Pursuant to provisions of Section 138 of the Companies Act 2013 read with Companies (Accounts) Rules,
2014 the company had appointed "M/s. V. A. Shimpi& Associates,” a firm of Chartered Accountants in
practice as Internal Auditors of the Company for the Financial Year 2024-2025.

COST AUDITORS

The provisions pertaining to maintenance of Cost Records as specified by the Central Government under
subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company.

19. INTERNAL CONTROL SYSTEM & ADEQUACY:

Your Company has in place adequate internal control systems commensurate with the size of its operations,
internal control systems comprising of policies and procedures are designed to ensure sound management of
your Company''s operations, safe keeping of its assets, optimal utilization of resources, and reliability of its
financial information and compliance. Clearly defined roles and responsibilities have been institutionalized

Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your
Company''s operations.

20. RISK MANAGEMENT:

The Company has in place Risk Management policy which takes care of risk identification, assessment and
mitigation. There are no risks which in the opinion of the Board threatens the existence of the Company. Risk
factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming
part of the Annual Report

21. VIGIL MECHANISM:

The Board has a Vigil Mechanism as per the provisions of Section 177(9) of the Act. A vigil mechanism of the
Company encourages to report concerns about unethical behavior, actual or suspected fraud or violation of
the Company''s code of conduct or ethics policy.

This Vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns and also
that no discrimination will be meted out to any person for a genuinely raised concern.

An Officer of the Company has been appointed which looks into the complaints raised. The Officer reports to
the Audit Committee and the Board. This policy is also posted on Company''s website, below is the link.

https://eolympia.eom/wp-content/uploads/2022/l 1 /vigil-mechanism-whistle-blower-policy.pdf

22. PARTICULARS OF DEPOSITS

The Company has not accepted any deposit (under Rule 2 [cj of the Companies [Acceptance of Deposits]
Rules, 2014) within the meaning of Sections 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) for the
time being in force).

23. LOANS, GUARANTEES AND INVESTMENTS.

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI Listing Regulations,
disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the
financial statement.

24. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

As per Section 135 of the Companies Act 2013 read with The Companies (Corporate Social responsibility)
Rules, 2014, the Company does not fall under the criteria so the provisions of The Companies (Corporate
Social responsibility) Rules, 2014 were not applicable to the Company for the Financial Year ended on 31^s''
March, 2025.

25. RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were on arm’s length basis and
were in the ordinary course of business, particulars of which have been given in prescribed Form AOC-2 in
"Annexure-Iir All related party transactions were placed for approval before the audit committee and also
before the board in compliance with the provisions of the Act. Also approval of the shareholders of the
Company was obtained for the transactions which required shareholders approval.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

27. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a
policy on prevention, prohibition and rcdressal of sexual harassment at workplace in line with the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints
Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

During the year under review, the Company did not receive any sexual harassment complaint Sr

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

• Conservation of energy

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act 2013, read with
rule 8 of the Companies (Accounts) Rules 2014, in respect of conservation of energy are not applicable,
considering the nature of activities undertaken by the Company during the year under review.

• Technology absorption

During the year, the Company has not absorbed or imported any technologies

• Foreign exchange earnings and outgo

Following are the details of Foreign Exchange Earnings and Outgo.

("Rs. in Lakhs'')

Particulars	2024-2025	2023-2024
Foreign Exchange earned from Export	127.51	111.18
Foreign Exchange used/ Outgo	Imports - 705.91	Imports - 613.25

29. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(12) of the Act read with
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in a separate annexurc forming part of this report. Details of remuneration of employees as required
under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Rules are not
provided with this Report but the same will be available to any shareholder for inspection on request as
permitted under the provisions of Section 136(l)(b) of the Companies Act, 2013 and other particular as
required under Section 134(3)(q) and Section 197(12) of the Act read with The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 arc given in "Annexurc-IV” and forms part of this
Report.

30. SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of
Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), respectively issued by Institute of
Company Secretaries of India.

31. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company

32. LISTING WITH STOCK EXCHANGE

The Company is listed on the Bombay Stock Exchange & has complied with all regulations and bye laws as
applicable to the company. The Company has paid annual listing fee up to the Financial Year 2025-26 to BSE.

33. CORPORATE GOVERNANCE

Corporate Governance was not applicable to the Company during the Financial Year 2024 - 2025 because as
on 31^sl March, 2024 , the Net Worth of the Company was less than Rs. 25 Crores as per the exemption
provided under Regulation 15(2)(a) of Securities Exchange Board of lndia( Listing obligations and disclosure
requirements), Regulations, 2015. However as per Audited Financial Statements of the Financial Year ended
31^st March, 2025 which have been approved by the Board of Directors of the Company on 28^ May, 2025 the
net worth of the Company as on 31^s1 March, 2025 has exceed Rs. 25 Crores so the Company will have to
comply the provisions of Corporate Governance within 6 months from 28^th May, 2025 as provided under
Regulation 15(2)(a)first proviso of SEBI (LODR) Regulation, 2015.

The company has already started taking steps to comply the applicable provisions of Corporate Governance
and undertake to comply with the regulation within six months from 28 May 2025 (the date on which the
provision applicable to the company).

34. OTHER DISCLOSURES

• There are no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016

• There are no instances of one-time settlement with any Bank or Financial Institution, during the year
under review.

35. Acknowledgements

The Board places on record its deep appreciation to all employees for their hard work, dedication and
commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain
an industry leader.

The Board places on record its appreciation for the support and co-operation the Company has been
receiving from its suppliers, distributors, retailers, business partners and others associated with it as its
trading partners. The Company looks upon them as partners in its progress and has shared with them the
rewards of growth. It will be our endeavor to build and nurture strong links with the trade based on mutual
benefits, respect for and co-operation with each other, consistent with consumer interests.

The Board also take this opportunity to thank all Shareholders, Business Partners, Government and
Regulatory Authorities, Bankers, Finance providers and Stock Fxchanges, for their continued support.

For Olympia Industries Limited

Place: Mumbai
Date: May 2B, 2025

Navin Pansari
Managing Director
DIN:00085711

Registered Office:

C-205, Synthofine Industrial Estate,

Behind Virwani Industrial Estate,

Gorcgaon (East), Mumbai-400063.

---

Mar 31, 2024

Your Directors take pleasure in presenting the 35^th Annual Report of your Company along with the Audited Financial Statements for the financial year ended 31^st March, 2024.

1. Key Financial Highlights

The Company''s performance during the financial year ended March 31, 2024 as compared to the previous financial year is summarized below:

(Rs. in Lakhs except EPS)

Particulars	Year ended	Year ended
	31.03.2024	31.03.2023
	(Rs.)	(Rs.)
Revenue from Operations	18905.03	37795.29
Profits before interest, depreciation and tax	692.53	568.18
Less: Interest	445.31	329.19
Depreciation	115.85	110.38
Profit before tax	131.37	128.61
Tax expense	52.60	30.12
Net Profit for the year	78.77	98.49
Other Comprehensive Income
A) i) Items that not will be reclassified to profit & Loss	37.92	37.92
B) ii) Items that will be reclassified to profit & Loss	(4.49)	2.63
Total Comprehensive Income for the year	112.20	139.04
Earnings per share (basic) (in Rs.)	1.31	1.64

2. STATE OF COMPANY''S AFFAIRS

The turnover of the Company has decreased to Rs. 1,89,05.03 lakhs from Rs. 37,795.29 lakhs in the previous year. Net profit from operations stood at Rs. 78.77 Lakhs as compared to Rs. 98.49 lakhs in the previous year. However, the profit before Interest, Depreciation & tax has improved from Rs. 568.18 lacs to Rs. 692.53 and profit before tax has remain stable & marginally improved from Rs. 128.61 Lacs to Rs. 131.37 lacs. In the current year, the company expects to have improved performance in view of various steps taken for improvement.

3. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2024 is Rs. 6,02,35,700/-. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options or issued sweat equity.

4. TRANSFER TO RESERVE

The Board of Directors has not recommended transfer of any amount to reserves and the entire balance available in the Statement of Profit and Loss is retained in it.

5. DIVIDEND

In the view of strengthening the company''s financial position, the directors have decided to plough back the profits into the business. Hence, Directors do not recommend any dividend for the financial year ended 31^st March, 2024.

6. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report - Annexure I

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate and joint venture company.

8. MATERIAL CHANGES AND COMMITMENTS SINCE THE END OF THE FINANCIAL YEAR

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position, have occurred between the end of the financial year of the Company and date of this report.

9. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company pursuant to Section 92(3) of the Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, as on March 31, 2024 in Form No. MGT-7 is available on the Company''s website and can be accessed at https://eolympia.com/annual-compliance/

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was a change in the composition of the Board of Directors and Key Managerial Personnel of the Company.

Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Companies Act read with provisions contained in the Articles of Association of the Company, Mr. Bhushan Patil (DIN-02074033) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered his candidature for re-appointment. As per the provisions of the Act, the Independent Directors are not liable to retire by rotation.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended as an Annexure to the Notice of the ensuing Annual General Meeting.

• Mr. Bhushan Patil (DIN-02074033) was appointed as a Non-Executive & Non independent Director in the 34^th Annual General meeting of the Company held on 26^th September, 2023.

PROPOSED NEW APPOINTMENT

• Ms. Pooja Jiwrajka (DIN: 10683810) is proposed to be appointed as a Non-Executive Non Independent, Woman Director. The Nomination & Remuneration Committee and Board of Directors in its meeting held on Monday, August 12, 2024, has recommended her appointment for approval of shareholders in upcoming 35^th Annual General Meeting to be held on Monday, September 23, 2024.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are the Key Managerial Personnel of the Company:

1. Mr. Navin Pansari, Chairman & Managing Director

2. Mr. Ramjeevan Khedia, Chief Financial Officer

3. Ms. Radhika Sharma#, Company Secretary and Compliance Officer

4. Mr. Vikalp Chugh*, Company Secretary and Compliance Officer

Resignations:

• #Ms. Radhika Sharma resigned from her position as a Company Secretary and Compliance Officer of the Company w.e.f October 14, 2023

Appointments:

• *Mr. Vikalp Chugh was appointed as a Company Secretary and Compliance Officer of the Company, w.e.f. January 10, 2024.

11. INDEPENDENT DIRECTORS'' DECLARATION

The board has received the declaration from Independent Directors as per the requirement of Section 149(7) of the Act and the board is satisfied that all the Independent Directors meet the criterion of Independence as mentioned in Section 149(6) of the Act. Further, all the Independent Directors have affirmed that they have adhered and complied with the Company''s Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Act.

The Independent Directors of your Company have given the certificate of Independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013. In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise, proficiency and qualifications.

12. NUMBER OF BOARD MEETINGS:

The Board of Directors duly met 9 times during the financial year from April 01, 2023 to March 31, 2024. The dates on which the meetings were held are April 29, 2023; May 30, 2023; August 11, 2023; September 20, 2023; November 9, 2023; January 10, 2024; February 09, 2024; March 07, 2024 and March 27, 2024

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, Directors of your Company confirm that:

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

b) the Directors had selected appropriate 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 and loss of the company for that period;

c) the Directors have 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;

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

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

14. INDEPENDENT DIRECTORS MEETING

During the year under review, The Independent Directors met on 09^th February, 2024 inter alia, to discuss

• Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole;

• Evaluation of the performance of the Chairman of the Company.

• Evaluation of 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 its duties.

15. COMPOSITION OF AUDIT COMMITTEE:

The Constitution of Audit Committee as on 31^st March, 2024 is given below:

Name of Member	Category
Mr. Pravin Kumar Shishodiya [Chairman]	Independent Director
Mr. Naresh Waghchaude	Independent Director
Mr. Navin Pansari	Executive Director
Mr. Kamlesh Shah	Independent Director

16. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act the Board has carried out an Annual Performance Evaluation of its own performance, the directors individually as well as the Evaluation of the working of its various committees.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the directors being evaluated. The Performance Evaluation of the Chairman and Non Independent Directors was carried out by the Independent Directors at their separate meeting.

17. REMUNERATION POLICY:

The policy of the Company on directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under subsection (3) of Section 178 of the Companies Act, 2013, is available on our website at https://eolympia.com/policies-codes/

18. AUDITORS AND THEIR REPORTS STATUTORY AUDITORS

• Appointment of Statutory Auditors

M/s. R. A. Kuvadia & Co., Chartered Accountants (Firm Registration No. 105487W) were appointed as Statutory Auditors of the Company at the 33^rd Annual General Meeting held on September 21, 2022, for a period of 5 years from conclusion of 33^rd Annual General Meeting till the conclusion of the 38^th Annual General Meeting of the Company to be held in the year 2027 at such remuneration as may be decided by the Board of Directors of the Company

• Statutory Auditors'' Report

The Reports given by the Statutory Auditors on the Financial Statements of the Company for financial year 2023-24 does not contain any qualification, reservation or adverse remarks and forms part of the Annual Report.

• Details in respect of frauds reported by auditors

No frauds have been reported by the Statutory Auditors during the financial year 2023-24.

• Appointment of Secretarial Auditors

Pursuant to the provisions of Section 204 read with rules made thereunder, M/s V.K. Mandawaria & Co., Company Secretaries were appointed to undertake Secretarial Audit of the Company for the financial year 2023-24.

• Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013, a Secretarial Audit Report was given by the Secretarial Auditors in the Form No. MR-3 is annexed with this Report as Annexure - II. The observations/ remarks made by the Secretarial Auditor in their Report are self-explanatory so no further explanation is required

INTERNAL AUDITORS

Pursuant to provisions of Section 138 of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 the company had appointed "M/s. V. A. Shimpi & Associates," a firm of Chartered Accountants in practice as Internal Auditors of the Company for the Financial Year 2023-2024.

COST AUDITORS

The provisions pertaining to maintenance of Cost Records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company.

19. INTERNAL CONTROL SYSTEM & ADEQUACY:

Your Company has in place adequate internal control systems commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company''s operations, safe keeping of its assets, optimal utilization of resources, and reliability of its financial information and compliance. Clearly defined roles and responsibilities have been institutionalized Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company''s operations.

20. RISK MANAGEMENT:

The Company has in place Risk Management policy which takes care of risk identification, assessment and mitigation. There are no risks which in the opinion of the Board threatens the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of the Annual Report.

21. VIGIL MECHANISM:

The Board has a Vigil Mechanism as per the provisions of Section 177(9) of the Act. A vigil mechanism of the Company encourages to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy.

This Vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

An Officer of the Company has been appointed which looks into the complaints raised. The Officer reports to the Audit Committee and the Board. This policy is also posted on Company''s website, below is the link.

https://eolvmpia.com/wp-content/uploads/2022/11/vigil-mechanism-whistle-blower-policy.pdf

22. PARTICULARS OF DEPOSITS

The Company has not accepted any deposit (under Rule 2[c] of the Companies [Acceptance of Deposits] Rules, 2014) within the meaning of Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) for the time being in force).

23. LOANS, GUARANTEES AND INVESTMENTS.

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statement.

24. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

As per Section 135 of the Companies Act 2013 read with The Companies (Corporate Social responsibility) Rules, 2014, the Company does not fall under the criteria

Following are the Net profits for the last three Financial Years:

("Rs. in Lakhs")

Financial Year	Net Profit for computation of CSR
2020-2021	29.82
2021-2022	143.67
2022-2023	128.61

As per the net profits shown in above table, the Company has neither fulfilled the criteria of average net profits of more than 5 Crores nor any other criteria of net worth of rupees five hundred crores or more and turnover of Rupees 1000 crores or more required for the applicability CSR provisions for FY 2023-2024. Hence, CSR provisions were not applicable for the FY 2023-2024 and hence Corporate Social Responsibility Report is not annexed with this Board''s Report.

The CSR policy is available on website of the Company at https://eolympia.com/wp-content/uploads/2022/11/csr-policy-oil.pdf

25. RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were on arm''s length basis and were in the ordinary course of business particulars of which have been given in prescribed Form AOC-2 in "Annexure-III". All

related party transactions were placed for approval before the audit committee and also before the board in compliance with the provisions of the Act.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

27. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company did not receive any sexual harassment complaints.

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

• Conservation of energy

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act 2013, read with rule 8 of the Companies (Accounts) Rules 2014, in respect of conservation of energy are not applicable, considering the nature of activities undertaken by the Company during the year under review.

• Technology absorption

During the year, the Company has not absorbed or imported any technologies

• Foreign exchange earnings and outgo

Following are the details of Foreign Exchange Earnings and Outgo.

("Rs. in Lakhs")

Particulars	2023-2024	2022-2023
Foreign Exchange earned from	111.18	180.71
Export
Foreign Exchange used/ Outgo	Imports - 613.25	Imports - 382.87

29. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Details of remuneration of employees as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Rules are not provided with this Report but the same will be available to any shareholder for inspection on request as permitted under the provisions of Section 136(1)(b) of the Companies Act, 2013 and other particular as required under Section 134(3)(q) and Section 197(12) of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in "Annexure-IV" and forms part of this Report.

30. SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), respectively issued by Institute of Company Secretaries of India.

31. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company

32. LISTING WITH STOCK EXCHANGE

The Company is listed on the Bombay Stock Exchange & has complied with all regulations and bye laws as applicable to the company. The Company has paid annual listing fee up to the Financial Year 2024-25 to BSE.

33. CORPORATE GOVERNANCE

Corporate Governance is not applicable to the Company pursuant to the provisions of Regulation 15(2) of SEBI (LODR) Regulation, 2015.

34. OTHER DISCLOSURES

• There are no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016

• There are no instances of one-time settlement with any Bank or Financial Institution, during the year under review.

35. Acknowledgements

The Board places on record its deep appreciation to all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain an industry leader.

The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. The Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be our endeavor to build and nurture strong links with the trade based on mutual benefits, respect for and co-operation with each other, consistent with consumer interests.

The Board also take this opportunity to thank all Shareholders, Business Partners, Government and Regulatory Authorities, Bankers, Finance providers and Stock Exchanges, for their continued support.

For Olympia Industries Limited

Place: Mumbai Date: August 12, 2024

Navin Pansari Chairman & Managing Director DIN:00085711

Registered Office:

C-205, Synthofine Industrial Estate,

Behind Virwani Industrial Estate,

Goregaon (East), Mumbai-400063.

---

Mar 31, 2016

DIRECTORS'' REPORT

TO THE MEMBERS OF

M/S OLYMPIA INDUSTRIES LIMITED

The Directors take pleasure in presenting the Twenty Seventh Annual Report together with the audited financial statements for the year ended March 31, 2016.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis Report as required to be given under the provisions of SEBI (LODR) Regulations, 2015 has been given in a separate statement which forms part of this Report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT

There were no material changes or commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

SHARE CAPITAL

During the year, the Company has allotted 30,00,000 convertible warrants to promoters and non- promoters on preferential basis of Rs. 45/- each and each warrant will be converted at the option of the holder at any time within 18 months from the date of issue, into one fully paid up Equity share of Rs.10/- each. Out of these 30,00,000 convertible warrants allotted, one allottee has exercised his right for conversion of 4,00,000 warrants and the Company has allotted him 4,00,000 Equity Shares of the Company of Rs. 10/- fully paid up. Accordingly issued, subscribed and paid up equity share capital of the Company as on 31.03.2016 stands increased from Rs. 3,02,35,700 to Rs. 3,42,35,700. For balance 26,00,000 convertible warrants, the rights of conversion can be exercised on or before 02.08.2017.

DIVIDEND

In view of strengthening of financial position of the Company, the Directors have decided to plough back the profits into the business. Hence Directors do not recommend any dividend for the financial year ended under review.

NUMBER OF BOARD MEETINGS

The Board of directors met 9(nine) times in the year 2015-16. The dates are 30.05.2015, 23.07.2015, 14.08.2015, 28.08.2015, 04.11.2015, 14.11.2015, 03.02.2016, 13.02.2016 and 29.03.2016.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of section 152(6) of the Act and the Articles of Association of the Company, Ms. Anisha Parmar, Director is liable to retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers herself for reappointment. The Board recommends her re-appointment.

During the year, Mr. Vijay Patel and Mr. Balkrishna Ukalikar Independent Directors, resigned due to their pre-occupation as they were not able to devote sufficient time for our company.

Mr. Naresh Waghchaude and Mr. Pravin Kumar Shishodiya were appointed as Additional Directors of the Company by the Board of Directors in its meeting held on July 23, 2015. The Shareholders in the 26^th Annual General Meeting of the Company held on September 30, 2015 passed necessary resolutions for their appointment as a Director in the category of Non- Executive & Independent Director.

During the year, Mr. Anurag Pansari, Managing Director stepped down from the Board of Directors of the Company with effect from July 25, 2015 to pursue his further studies.

During the year, on recommendation of Nomination & Remuneration Committee, the Board of Directors in its meeting held on July 23, 2015 has appointed Mr. Navin Pansari, existing director of the Company as Whole time Director for a term of one year with effect from July 23, 2015.The Shareholders in its 26^th Annual General Meeting held on September 30, 2015 passed necessary resolutions for his appointment as a Whole time Director. However after the completion of his tenure he has been appointed as Managing Director of the Company with effect from July 23, 2016 for a period of 3 years subject to the approval of Shareholders in the ensuing Annual General Meeting. Further details of his appointment are given in the Notice of the Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTOR

The Board has received the declaration from the Independent Directors as per the requirement of Section 149(7) and the Board is satisfied that all the Independent Directors meet the criterion of Independence as mentioned in Section 149(6).

COMPOSITION OF AUDIT COMMITTEE

The constitution of the Audit Committee is given below:

Name of Member	Executive/ Non-Executive Independent/	/
Mr. Pravin Kumar Shishodiya - Chairman	Independent
Mr. Naresh Waghchaude	Independent
Mr. Navin Pansari	Executive

REMUNERATION POLICY

The Nomination and Remuneration (N&R) Committee has adopted a Charter which, inter alia, deals with the manner of selection of Directors and CEO & Managing Director and their remuneration. This Policy is accordingly derived from the said Charter.

The Policy forms part of this report and the policy is annexed herewith as Annexure I

VIGIL MECHANISM

The Board has a Vigil Mechanism as per the provisions of Section 177(9) of the Companies Act, 2013. A vigil mechanism of the company to report concerns about unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct or ethics policy. This Vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

An Officer of the company has been appointed which looks into the complaints raised. The Officer reports to the Audit Committee and the Board. This policy is also posted on Company''s website, below is the link

http://www.olympiaindustriesltd.com/img/investor-relations/policies/vigil-mechanism.pdf DIRECTORS'' RESPONSIBILITY STATEMENT

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

a. that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has 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;

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

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as “Annexure - II”.

AUDITORS Statutory Auditors:

M/s. CPM & Associates, Chartered Accountants of the Company hold office till the conclusion of 28^th Annual General Meeting. As per the provisions of Section 139 of the Companies Act,2013 their appointment is required to be ratified in every Annual General Meeting and being eligible for appointment the Directors recommend their appointment for ratification in the ensuing Annual General Meeting of the Company. The Company has received their consent and a certificate as required under Section 139 (1) of the Companies Act, 2013 from them to the effect that they qualify for their ratification of appointment, if made and it would be within the prescribed limits under Section 141 of the Companies Act, 2013.

Statutory Auditors'' Report:

The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

Frauds Reported by Auditors:

The Auditors had not reported any fraud during the Financial Year under Report. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had re-appointed M/s V.K. Mandawaria & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year under review. The Secretarial Audit Report is annexed herewith as “Annexure III”

Secretarial Audit Report:

A Remark was made by the Secretarial Auditor in their Report; explanation about the same is as under:

There was minor delay in submitting Annual Audited Financial results of the Company for the year ended 31^st March, 2015 to the Bombay Stock Exchange and publishing the same in the required newspapers.

We would like to clarify that due to some technical problem the results uploading with BSE was delayed and also due to absenteeism of staff and intervening Sunday minor delay occurred in publishing the Results in required Newspapers. However the company will take care of such issues and proper compliance will be made in time in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company did not carry out any manufacturing activity during the year under the report, the details as required by the Companies Accounts) Rules, 2014 with respect to consumption of power, Technology absorption etc. are not applicable to the company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Amount in Rs.)

Particulars	Year 2015-16	Year 2014-15
Foreign Exchange earned	0	0
Foreign Exchange used/outgo	(1)Imports - Rs 24,90,748 (2) Travelling Expenses- Rs.7,00,987.	0

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There were no such order passed by the regulators or courts or Tribunals impacting the going concern status and the company''s operations in future.

INTERNAL CONTROLS SYSTEM & THEIR ADEQUACY

Your company has in place adequate internal control systems commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company''s operations, safe keeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Clearly defined roles and responsibilities have been institutionalized. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your company''s operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given loans, guarantees and made investments pursuant to the provisions of Section 186 of the Companies Act, 2013 during the Financial Year under Report.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

RELATED PARTY TRANSACTION

All related party transactions that were entered during the financial year were on arm''s length basis and were in the ordinary course of business particulars of which have been given in prescribed Form AOC-2 in Annexure-IV. All related party transactions were placed for approval before the audit committee and also before the board wherever necessary in compliance with the provisions of the Act.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an Annual Performance Evaluation of its own performance, the directors individually as well as the Evaluation of the working of its various committees.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the company. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the directors being evaluated. The Performance Evaluation of the Chairman and Non Independent Directors was carried out by the Independent Directors at their separate meeting.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company''s Shares are listed.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Corporate Governance is not applicable to the Company pursuant to the provisions of Listing Agreement up to 30-11-2015 and Regulation 27(2) of SEBI (LODR) Regulation, 2015 w.e.f. 01.12.2015.

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on November 14, 2015, inter alia, to discuss:

- Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole;

- Evaluation of the performance of the Chairman of the company.

- Evaluation of 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 its duties.

All the Independent Directors were present at the meeting.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary. Other particular as required under Section 134(3)(q) and Section 197(12) of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure V and forms part of this Report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 had been notified on 9th December, 2013. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up a committee for implementation of said policy.

No. of complaints of sexual harassment received in the year -NIL

No. of complaints disposed during the year - N.A.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation and gratitude to its esteem Shareholders, Bank and various other Government Departments for their continued support. Your Directors also place on record, their deep sense of appreciation for the dedicated services rendered by all the executives and staff at all level of the Company throughout the year.

For and on behalf of the Board

Place : Mumbai

Date : 13.08.2016

Navin Pansari

[Chairman & Managing Director]

---

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Twenty Sixth Annual Report together with the audited financial statements for the year ended March 31, 2015.

FINANCIAL RESULTS

Rs. in Lakhs

Particulars Year ended Year ended 31.03.2015 31.03.2014 Rs. Rs.

Revenue from Operations and other income 12274.82 679.41

Profit before Interest, Depreciation &Tax 559.15 55.98

Less : Interest 45.58

Depreciation 18.94 20.06

Profit before tax 494.63 35.92

Provision for Taxation 16.56 -

Provision for deferred tax liability/ (Asset) created 20.87 -

Profit after tax 457.20 35.92

Less: Adjustment for Depreciation (Refer note 12.1 to 41.49 - Accounts)

Add:-Withdrawals from Provision for bad and doubtful debts 115.82 4.93

Less:-Balance of Loss Brought forward 1574.29 1615.14

Balance of Loss carried to the Balance Sheet 1042.76 1574.29

OPERATIONS

The turnover and other income of the company increased to Rs. 12,274.82 lacs as against Rs.679.41 lacs in the previous year. Net Profit from operations stood at Rs.457.20 lacs compared to Rs.35.92 lacs in the previous year.

The company has embarked upon e-retailing of FMCG products. The prospects for e-retailing looks very promising, considering the growth in this sector due to shift in the buying pattern of the customers from traditional retail channel to e-commerce retail channel. Demand is driven by ease of shopping, availability of authentic products from various recognized e-commerce players of international repute at attractive & competitive prices. The high penetration of 3G enabled smartphone devices in the country has played a critical role in the expansion of e-commerce business. We expect this segment to benefit immensely from the planned 4G internet connectivity roll-out throughout the country.

Your company continues to expand its business building on the high-growth e-tailing segment. Innovative concepts like weekend and festival sales attract new customers and helps to build a loyal customer base. The company has increased its product offering in terms of enlarging the existing base and adding new categories of products. We have also increased our distribution network to widen our geographic reach.

SEGMENTWISE PERFORMANCE

The company has two reportable segments viz. Trading and Others.

Revenue from Trading is Rs. 12,225.34 Lacs (previous year Rs. 631.25 Lacs) and Others is Rs. 49.48 Lacs (previous year Rs. 27.98 Lacs). Profit from Trading is Rs 657.29 Lacs (previous year Rs. 63.28 Lacs) and Others is Rs. 8.44 Lacs (previous year is Rs. 48.16 Lacs).

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There were no material changes or commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the Report.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 is Rs.3,02,35,700/-. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options or issued sweat equity.

DIVIDEND

In view of strengthening of financial position of the Company and looking into unabsorbed Losses the Directors have decided to plough back the profits into the business and hence your Directors do not recommend any dividend for the current year.

NUMBER OF BOARD MEETINGS

The Board of directors met 6(six) times in the Financial year 2014-15. The dates are 28.06.2014, 14.08.2014, 25.09.2014, 14.11.2014, 13.02.2015 and 30.03.2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Ketan H. Gala stepped down from the Board of Directors of the Company with effect from August 09, 2014 under the provisions of Section 168(1) of the Companies Act, 2013 as he was not able to devote time for our Company due to his occupation in other work.

The Board of Directors has appointed Ms. Radhika Jharolla as Company Secretary of the company with effect from 29.09.2014. She is appointed as per the provisions of Section 203(1) of the Companies Act, 2013 and she will perform her duties as per section 205 of the said act.

The Board of Directors has appointed Ms. Anisha Parmar as an Additional Director (Non-executive Non- Independent Director) under the provisions of Section 161 of the Companies Act, 2013 with effect from 30.03.2015. As an additional director Ms. Anisha Parmar shall hold office up to the date of ensuing Annual General Meeting. Further details about her appointment is given in the Notice of the ensuing Annual General Meeting.

The Board of Directors on the recommendation of Nomination & Remuneration Committee appointed Mr. Navin Pansari, the existing director of the company as Whole Time Director for managing the affairs of the company in more efficient manner. He was appointed as WholeTime Director with effect from 23.07.2015 for a term of 1 year. His appointment is subject to the Shareholders approval in the ensuing Annual General Meeting of the Company.

The Board of Directors has appointed Mr. Naresh Waghchaude & Mr. Pravin Kumar Shishodiya as additional and Independent Directors under the provisions of Section 149 and 161 and Schedule IV of the Companies Act, 2013 with effect from 23.07.2015 subject to the approval of the Members. As an additional director Mr. Naresh Waghchaude & Mr. Pravin Kumar Shishodiya shall hold office up to the date of ensuing Annual General Meeting. Further details about their appointment is given in the Notice of the ensuing Annual General Meeting.

Mr. Anurag Pansari stepped down from the Board of Directors of the Company with effect from 25.07.2015 under the provisions of Section 168(1) of the Companies Act, 2013 as he was not able to devote time for our Company due to his further studies.

Mr. Vijay Patel and Mr. Balkrishna Ukalikar stepped down from the Board of Directors of the Company with effect from 25.07.2015 under the provisions of Section 168(1) of the Companies Act, 2013 due to their pre-occupation they were not able to devote time for our Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Board has received the declaration from the Independent Directors as per the requirement of Section 149(7) and the Board is satisfied that all the Independent Directors meets the criterion of Independence as mentioned in Section 149(6).

COMPOSITION OF AUDIT COMMITTEE

The constitution of the Audit Committee and the attendance of each member of the Committee are given below:

Name of Member Executive/ Non-Executive/ Independent/

Mr. Navin Pansari Whole-time Director (Change in designation from non-executive director to Whole-time Director on 23.07.2015)

Mr. Vijay Patel Independent (ceased to be chairman and member on 25.07.2015)

Mr. Balkrishna Ukalikar Independent (resignation from the directorship on 25.07.2015)

Mr. P.K. Shishodiya Independent (appointed as Chairman on 23.07.2015)

Mr. Naresh Waghchaude Independent (appointed as member on 23.07.2015)

REMUNERATION POLICY

The Nomination and Remuneration (N&R) Committee has adopted a Charter which, inter alia, deals with the manner of selection of Directors, CEO, & Managing Director, Whole-Time Directors and senior managerial persons and their remuneration. This Policy is accordingly derived from the said Charter. The Policy forms part of this report and annexed herewith as Annexure I

VIGIL MECHANISM

The Board has established a Vigil Mechanism as per the provisions of Section 177(9) of the Companies Act, 2013. A vigil mechanism of the company to report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy. This Vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

An Officer of the company has been appointed as Vigilance officer who looks into the complaints raised. The Officer reports to the Audit Committee and the Board. This policy is also posted on Company's website, below is the link http://www.olvmpiaindustriesltd.com/img/investor-relations/policies/ vigil-mechanism.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

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

b. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has 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;

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

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure - II".

AUDITORS

Statutory Auditors:

M/s. CPM & Associates, Chartered Accountants of the Company hold office till the conclusion of 28th Annual General Meeting. As per the provisions of Section 139 their appointment is required to be ratified in every Annual General Meeting and being eligible for appointment the Directors recommended for their reappointment for ratification. The Company has received their consent and a certificate as required under Section 139 (1) of the Companies Act, 2013 from them to the effect that they qualify for their re-appointment, if made and it would be within the prescribed limits under Section 141 of the Companies Act, 2013.

Statutory Auditors Report:

The observation made in the Auditors Report read together with relevant notes thereon are self- explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s V.K. Mandawaria & Co., Company Secretaries to undertake the Secretarial Audit of the Company. Secretarial Audit Report is annexed herewith as "Annexure III ".

Secretarial Audit Report:

Certain remarks were made by the Secretarial Auditor in the Report, explanations about the same are as under:-

1. About not passing a fresh Special Resolution for borrowing money in excess of its paid up share capital and free reserves within a period of one year from the date of coming into force the provisions of Section 180(1)(c) of the Companies Act,2013 as required under Circular No.04/2014 dated 25th March,2014 issued by the Central Government we would like to clarify that in our opinion the Ordinary Resolution passed by the Company in its 5th Annual General Meeting held on 9th September, 1993 under the provisions of Section 293(1)(d) of the Companies Act, 1956 for borrowing in excess of paid up capital and free reserves of the Company but subject to limit of Rs. 50 Crores. is still valid and in force. However we will pass a fresh Special Resolution as required by the above circular in the forthcoming Annual General Meeting of the Company.

2. About delay in publishing and submitting Annual Audited Financial results of the Company for the year ended 31st March, 2014 to the Bombay Stock Exchange, We would like to clarify that the business of the Company increased substantially so the finalization of accounts and audit work could not be completed in time. However the company will take care of such issues and proper compliance will be made on time in future.

3. About not publishing advertisements in required newspapers for date of holding the Board Meetings for approval of quarterly Unaudited and Annual Audited financial Results, We would like to clarify that the company has started publishing the Notice of Board Meeting for approval of quarterly unaudited and annual audited financial results from the current Financial Year.

4. About minor delay in submitting Annual Report of the Company for the financial year ended 31st March, 2014 to the Bombay Stock Exchange, we would like to clarify that the business of the Company increased substantially so the finalization of accounts and audit work could not be completed in time. However the Company will submit its Annual reports in future on time to the stock exchange.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company did not carry out any manufacturing activity during the year under report, the details as required by the Companies (Accounts) Rules, 2014 with respect to consumption of power, Technology absorption are not applicable to the company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company did not carried out any import and export business during the year under report no foreign exchange earnings and outgo took place.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There was no orders passed by the regulators or courts or Tribunals impacting the going concern status and the company's operations in future during the year under report.

INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake recommended action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations thereon are presented to the Audit Committee of the Board.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

SUBSIDIARY COMPANIES

The Company does not have any Subsidiary and Associate Company or Joint venture.

The Company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and periodical review to ensure that management controls risk through means of a properly defined framework. The Company has also adopted the risk management policy to ensure sustainable business growth and to promote a pro-active approach in reporting, evaluating and resolving the risks which are material in nature and are associated with the business.

RELATED PARTY TRANSACTION

All related party transactions that were entered during the financial year were on arm's length basis and were in the ordinary course of business.

However Company has not entered any contract with the related parties falling under the provisions of Section 188 of the Companies Act, 2013 during the year under report so giving of details in form No. AOC-2 is not applicable.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of evaluation of the performance based on Attendance of members and contribution at Committee meetings of members in discussion, appropriate mix of expertise, skills, behaviour, experience, leadership qualities, sense of sobriety and understanding of business, strategic direction to align company's value and standards of members of committees. The Board found it satisfactory.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as role, functions and duties of Independent Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed. The Company has applied delisting of its Shares on Delhi Stock Exchange (DSE) but DSE did not dispose off the application because it has been derecognised by SEBI on 19th November, 2014. Reference of SEBI circular http://www.sebi.gov.in/cms/sebi data/attachdocs/1416401316775.pdf

CORPORATE GOVERNANCE

*The Company has discontinued the observance of Corporate Governance prescribed under Clause 49 of Listing Agreement with reference to SEBI circular

(http://www.sebi.gov.in/cms/sebi data/attachdocs/1410777212906.pdf) with effect from 01st October, 2014 because as per the new criteria stipulated for applicability of Corporate Governance, the same is not applicable to the Company. However, we confirm that the Company has complied all the provisions of Clause 49 of the Listing Agreement in respect of Corporate Governance applicable to the Company during the financial Year under report up to 30th September, 2014.

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on February 13, 2015, inter alia, to discuss:

* Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole;

* Evaluation of the performance of the Chairman of the company.

* Evaluation of 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 its duties.

All the Independent Directors were present at the meeting.

CODE OF BUSINESS CONDUCT AND ETHICS

The Board of Directors has approved a Code of Business Conduct and Ethics which is applicable to the Members of the Board and all employees. The Code has been posted on the Company's website www.olympiaindustriesltd.com

The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES

The prescribed particulars of Employees required under section 134 (3) (q) and Section 197(12) of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure IV and forms part of this report of the Directors.

The Company had not employed any employee who comes within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under review.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new Act viz. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up a committee for implementation of said policy.

No. of complaints of sexual harassment received in the year -NIL No. of complaints disposed off during the year - N.A.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an on-going basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and gratitude to its esteem Shareholders, Bank and various other Government Departments for their continued support. Your Directors also place on record, their deep sense of appreciation for the dedicated services rendered by all the executives and staff at all level in the Company throughout the year.

For and on behalf of the Board

Place: Mumbai Date: 28.08.2015

Navin Pansari Chairman

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Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the 25th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS :

Rs. in Lakhs Partlculers Year ended Year ended 31.03.2014 31.03.2013 Rs. Rs.

Income from Operations ; 659.24 9.16

Profit before Depreciation 55.98 (6.85)

Less :Depreciation 20.06 (20,81)

Net Profit/(Loss) 35.92 (27.66)

Add/(Less): Net of Reserves* Security Premium Loss brought forward (387.24) (359.58) from previous year

Less : Adjustment for capital 350.09 0 reduction and provisions for bad and doubtfuldebts:-

Loss carried to Balance Sheet 1.23 387.24

MANAGEMENT DISCUSSION AND ANALYSIS:

OPERATIONS :

The Turnover and other income of the company has increased to Rs. 279.41 lacs as against Rs.27.46 lacs in the previous year. The Company''s operations have given us a net Profit of Rs.35.92 lacs against the net losses of Rs.27.66 lacs in the previous year.

The company has embarked upon e-retailing of FMCG products. The prospects for e-retailing looks very promising, considering the growth in this sector due to shift in the buying pattern of the customers from traditional retail channel to e-commerce retail channel. The same is caused by the ease of shopping, availability of authentic products from various recognized e-commerce players of international repute at attractive & competitive prices. The fast penetration of smart phone supported by availability of vide spread 3G connectivity in the country; the e-commerce business is growing at a very fast pace.

Your Director expect a promising future in this business and grow the business further in this line of activities.

REFERENCE TO BIFR:

Your Board is pleased to report that the Company has complied with and taken all the requisite steps including the reduction of paid up share capital of the company and issue of new equity shares to the promoters of the company on preferential basis as per the order of the Hon''ble Bench of the BIFR passed on 7th March, 2012.

In view of company''s positive net worth, the company has been discharged from the BIFR vide the order of Hon''ble Bench of BIFR dated 23.12.2013.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the Public during the year under report.

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

Since the Company did not carry out any manufacturing activity during the year under the report, the details as required by the Companies (Disclosure of particulars in the Board of Directors) Rules, 1988 with respect to consumption of power, Technology absorption, Research and Development etc. are not applicable to the company.

PARTICULARS OF EMPLOYEES:

The Company had not employed any employee of the category specified in Section 217 (2A) of the Companies Act, 1956 during the year under report.

AUDITORS:

M/s. CPM ''& Associates, Chartered Accountants of the Company hold office till the conclusion of ensuing Annual General Meeting and being eligible for appointment they are being recommended for reappointment. The Company has received their consent and a certificate as required under Section 139(1) of the Companies Act,2013 from them to the effect that they qualify for their re- appointment, if made and it would be within the prescribed limits under Section 141 of the Companies Act, 2013.

CORPORATE GOVERNANCE:

As required by clause 49 of the Listing Agreement, a Corporate Governance Report is attached as Annexure A to this Report. Certificate of Auditors regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement of the Stock exchanges is also attached in Annexure A and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

A Directors'' Responsibility Statement as required under Section 217(2AA) of the Companies Act,

1956 is given below:-

i) We have followed the applicable''accounting standards in the preparation of the Annual Accounts and proper explanation relating to material departures have been given in Note No. 1 forming part of the accompanying Accounts.

ii) We have selected the Accounting Policies as given in Note No. 1 for Accounts 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 31st March, 2014 and of the Profit of the Company for the year ended on that date.

iii) We have 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) We have prepared the Annual Accounts for the year ended 31st March, 2014 on a going concern basis.

ACKNOWLEDEMENTS:

Your Directors wish to place on record their appreciation and gratitude to its esteem Shareholders, Financial Institution, Bank and various other Government Departments for their continued support.

Your Directors also place on record, their deep sense of appreciation for the dedicated services rendered by all the executives and staff at all level of the Company throughout the year.

For and on behalf of the Board

Place : Mumbai Date : 14.08.2014 Navin Pansari Anurag Pansari Director Director

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Mar 31, 2010

The Directors have pleasure in presenting the 21st Annual Report and Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

Year ended Period ended 31-03-2010 31-03-2009 Rs. Rs.

Turnover-Sales & Job work 26354777 66829489

Profit before Interest & Finance 3379017 5659441

Charges and Depreciation

Interest & Finance Charges 471861 596001

Depreciation 2658072 3315538

Net Profit 249084 1747902

Add/Less: Loss brought forward from previous year (189759969) (191485180)

Loss carried to Balance Sheet (189059752) (189759969)

FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the Public during the year under report.

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

The Company has used electricity supplied by the Maharashtra State Electricity Board, and Gujarat Electricity Board; the details as required by the Companies (Disclosure of particulars in the Board of Directors) Rules, 1988 are as under:

Year ended Period ended 31-03-2010 31-03-2009

1. POWER & FUEL CONSUMPTION

Electricity Purchased (Units in000) Total Amount - - (Rs. In 000) Average Rate (Rs./Unit)

2. CONSUMPTION PER UNIT PRODUCTION

Yarn Processing (tones)

Electricity (Unit per kg) - -

Fuel (Liters per kg)

3. FOREIGN EXCHANGE

a) Earning (Rs. In000) - -

b) Outgo (Rs. In000) - -

RESEARCH & DEVELOPMENT:

In house Research & Development department of the Company has been working to develop various new color shades and new products in various dyed yarn varieties as per the requirement of job work customers.

PARTICULARS OF EMPLOYEES:

The Company has no employee of the category specified in Section 217 (2A) of the Companies Act, 1956 during the year under report.

AUDITORS:

M/s. CPM & Associates, Chartered Accountants of the Company hold office till the conclusion of ensuing Annual General Meeting and being eligible for appointment they are being recommended for reappointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act. 1956.

AUDITORS REPORT:

The remarks and observation made by the Auditors in their Report have been explained in the Notes to the Account and there is no qualification in the Auditors Report requiring further explanation in Directors Report.

DIRECTORS:

Shri Vijay G. Patel, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

CORPORATE GOVERNANCE:

The Company is finding difficulty in appointing more independent Directors due to the status of the Company as a sick industrial Company and therefore presently the Company is working with the minimum required 3 Directors.

However the Company is in search of more independent Directors. A Corporate Governance report regarding the compliance of conditions of Corporate Governance is made as part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

A Directors Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956 is given below:-

i) We have followed the applicable accounting standards in the preparation of the Annual Accounts and proper explanation relating to material departures have been given in Schedule N of Notes on account forming part of the accompanying Accounts.

ii) We have selected the Accounting Policies as given in Schedule N of Notes on Accounts 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 31st March, 2010 and of the Profit of the Company for the year ended on that date.

iii) We have 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) We have prepared the Annual Accounts for the year ended 31st March, 2010 on a going concern basis.

ACKNOWLEDGMENTS:

Your Directors wish to place on record their appreciation and gratitude to its esteem Shareholders, Financial Institution, Bank and various other Government Departments for their continued support. Your Directors also place on record, their deep sense of appreciation for the dedicated services rendered by all the executives and staff at all level of the Company throughout the year.

For and on behalf of the Board Place : Mumbai

Date : 03.09.2010 Director Director