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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Oswal Agro Mills Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the 45^th Annual Report on the business and operations of the Company together with the audited financial
statements (Standalone and Consolidated) for the financial year ended March 31,2025:

1. Financial Summary

The financial summary of the company for the financial year ended March 31,2025 along with the previous year''s figures is summarised in
the table below: (Rs. in lakhs)

PARTICULARS	Consolidated		Standalone
	2024-25	2023-2024	2024-25	2023-2024
Revenue from Operations	16,176.69	186.73	16,176.69	186.73
Other Income	1,191.69	1071.76	1,191.69	1071.76
Total Revenue	17,368.38	1258.49	17,368.38	1258.49
Expenses	2,811.01	865.13	2,811.01	865.13
Profit before tax and exceptional item	14,557.37	393.36	14,557.37	393.36
Exceptional Item		2.53	-	2.53
Tax expenses (i) Current tax	3,685.07	86.81	3,685.07	86.81
(ii) Income tax for earlier years	44.37	(51)	44.37	(51)
(iii) Deferred tax	(54.51)	179.66	(54.51)	179.66
Profit for the year after tax	10,882.44	175.36	10,882.44	175.36
Share of net profit of associate (net)	401.17	281.98	-	-
Profit for the year after tax after considering share of net profit of associate (net)	11,283.61	457.34	-	-

State of the Companyâs affairs

During the financial year 2024-25, the Company was primarily engaged in the trading of commodities and real estate. Apart from trading
activities, the Company also generated income from interest on inter-corporate deposits, trading in mutual funds and other miscellaneous
incomes. Further, the Company has been carrying on other non-financial activities since its inception. There was no change in nature of
business of the Company during the year under review.

Sale of Transferable Development Rights

During the year 2024-25, the Company has received a proposal from the Brihanmumbai Municipal Corporation (BMC) to hand over reserved
land in exchange for Transferable Development Rights (TDR). The company has accepted the proposal and handed over the part of land
i.e admeasuring 106847.58 sq. mtrs. at village Anik, Chembur, Mumbai against the TDR, on 10th September, 2024. In return, the Company
will receive approximately 23 lakh sq. ft. of Development Rights Certificates (DRC) from BMC against the land earmarked for public utility
purposes. In the first phase, the Company received a DRC for 1,06,374.15 sq. mtrs. on October 23, 2024.

Financial performance

A detailed analysis and insight into the financial performance & operations of your Company for the year and future outlook is appearing
under the Management Discussion and Analysis Report, which forms part of the Annual Report.

Standalone Financials

During the year under review, the total revenue stood at Rs. 17,368.38 Lakh as compared to Rs. 1258.49 Lakh for the previous year 2023Â¬
24, profit before tax stood at Rs. 14,557.37 Lakh for the year under review as compared to Rs. 390.83 Lakh for the previous year 2023-24.

Consolidated financials

During the financial year, your Company''s consolidated total revenue stood at Rs. 17,368.38 Lakh as compared to Rs. 1,258.49 Lakh for
the previous year 2023-24, profit before tax stood at Rs. 14,557.37 Lakh for the year under review as compared to Rs. 390.83 Lakh for the
previous year 2023-24 and the total comprehensive income stood at Rs. 11,314.75 Lakh as compared to Rs. 475.61 Lakh for the previous
financial year 2023-24.

subsidiary and associates

During the year ended March 31,2025, the Company has only one associate namely Oswal Greentech Limited. Save and except the same,
no other company has become or ceased as a subsidiary, associate, or joint venture of your company.

Consolidation of accounts

In pursuance of the provision of the Companies Act, 2013, and the rules framed thereunder, SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and applicable Accounting Standards, the Company has prepared consolidated financial statements. The
audited consolidated financial statements alongwith the Auditor''s report and statement containing salient features of the financial statement
of Associate Company (AOC-1) forms part of the Annual Report.

3. report on performance of associate company and its contribution to the overall performance of the

COMPANY

Oswal Greentech Limited (Associate Company)

Oswal Greentech Limited (OGL) is a listed company incorporated and domiciled in India and has its principal place of business at the 7^thFloor, Antriksh Bhawan, 22, Kasturba Gandhi Marg, New Delhi-110001. Its shares are listed and traded on the BSE Limited and National
Stock Exchange of India Limited. The principal business of the associate company is trading and development of real estate projects.
Further, OGL also invests its surplus funds as interest bearing inter-corporate deposits. During the year (2024-25), OGL has recorded total
revenue of Rs. 9,272.71 Lakhs and profit after tax of Rs. 853.21 Lakhs.

4. DIVIDEND

With a view to conserve the scarce liquid resources of the Company, the Directors do not recommend any dividend for the year ended
March 31,2025

5. DEPOSITS

During the year the Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were
classified as âDeposits'' in terms of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules,
2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act,
2013 is not applicable.

6. RESERVES

Your directors do not propose to transfer any amount to the general reserve and entire amount of profit for the year forms part of the
âRetained Earnings''.

7. material changes and commitment affecting financial position of the company

Pursuant to the disclosure made under section 134(3)(l) of the Companies Act, 2013, except as disclosed in the point 1 and 8 in this report,
no material changes and commitments which could affect the Company''s financial position have occurred after the end of the financial year
2024-2025 and till the date of this report.

8. details of significant and material orders passed by the regulators, courts and tribunals

There were no significant or material orders passed by the regulators, courts and tribunals during the year ended March 31,2025 except
on June 3, 2025, the arbitration council delivered its verdict wherein Oswal Greentech Limited (Associate Company) has been awarded Rs.
97.17 crores against its total claim of Rs. 472.17 crores, realizing approximately 21% of the claimed amount. The award results in a partial
recovery, with a shortfall of Rs. 375 crores not granted.

9. AUDITORS

(i) Statutory Auditors and their report:

The members of the Company at the 42^nd Annual General Meeting (AGM) held on September 28, 2022 approved the appointment of
M/s Oswal Sunil & Company, Chartered Accountants, New Delhi (Registration No. 016520N) as the Statutory Auditors of the Company
to hold office for a term of 5 (five) consecutive years from the conclusion of 42^nd Annual General Meeting till the conclusion of the 47^thAnnual General Meeting.

M/s Oswal Sunil & Company has tendered their resignation as Statutory auditor of the Company effective from August 07, 2025 due to
audit fees being not commensurate with the scope of work and efforts required..

The Board of Directors of the Company (âthe Boardâ), at its meeting held on August 08, 2025 has, considered the recommendation
of the Audit Committee and propose to the Members of the Company appointment of M/s Mehta Chokshi & Shah LLP, Chartered
Accountants, Mumbai (Registration No. 106201W/WI00598), as Statutory Auditors of the Company to fill the casual vacancy, for a term
of 5 (five) consecutive years from the conclusion of this Annual General Meeting till the conclusion of the 50^th Annual General Meeting
at such remuneration as shall be fixed by the Board of Directors of the Company.

M/s Mehta Chokshi & Shah LLP, Chartered Accountants have consented their appointment as Statutory Auditors and have confirmed
that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

M/s Mehta Chokshi & Shah LLP, Chartered Accountants, have also provided confirmation that they have subjected themselves to the
peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the âPeer Review
Board'' of the ICAI.

Report of statutory auditors: M/s Oswal Sunil & Company, Chartered Accountants, have submitted their report with no qualifications,
reservations or adverse remarks or disclaimers on the financial statements (Standalone) for the financial year 2024-25.

Further, M/s Oswal Sunil & Company, Chartered Accountants, have submitted their report on the financial statements (Consolidated)
of the Company for the financial year 2024-25, which forms part of this Annual Report. Further the notes referred to in the Auditor''s
Report are self-explanatory. The Auditors have issued a qualified report related to non-provisioning of interest income by an associate
company (Oswal Greentech Limited) for the financial year 2024-25. The auditor''s remarks on their qualified opinion and management''s
response on the auditor''s qualified opinion are given hereunder:

We refer to note 38 of the financial statements for non-provisioning of interest income by an associate company consequent to which
the PAT and Investment (Non- Current) are understated by f 1994.84 lakhs (PY 1443.84 lakhs) and f 3438.68 lakhs (PY 1443.84 lacs)
respectively (to extent of share of profit/losses of the holding company in Associate).

Managementâs response: During the year 2023-24, Oswal Greentech Limited(OGL) has invoked arbitration clause as per the ICD
agreement. In this view OGL has decided not to charge any further interest pending the arbitration proceedings. Subsequently, on
June 3, 2025, the arbitration council delivered its verdict wherein OGL has been awarded Rs. 97.17 crores against its total claim of Rs.
472.17 crores, realizing approximately 21% of the claimed amount. The award results in a partial recovery, with a shortfall of Rs. 375
crores not granted.

(ii) Secretarial Auditors and their report:

The Board of directors at its meeting held on June 12, 2024 has re-appointed M/s. CT & Company, Company Secretaries as Secretarial
auditors of the Company to carry out the secretarial audit for the financial year 2024-25. However, M/s. CT & Company, Company
Secretaries has tendered their resignation as Secretarial Auditor of the Company due to pre-occupation effective from April 07, 2025.

The Board of directors at its meeting held on April 10, 2025, based on the recommendation of the Audit Committee, has appointed M/s.
Prachi Bansal & Associates, Company Secretaries, Faridabad (Haryana) as the Secretarial Auditors of the Company to carry out the
secretarial audit for the financial year 2024-25.

Further, pursuant to Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable provisions of
the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5 years commencing FY2025-26, to
conduct the secretarial audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read
with Regulation 24A and other applicable provisions of the SEBI Listing Regulations.

Accordingly, the Board of directors at its meeting held on August 08, 2025, based on the recommendation of the Audit Committee, has
considered, approved, the appointment of M/s. Jay Mehta Corporate & Associates, Company Secretaries, Mumbai (Membership no.
FCS 8672 & COP 8694) as Secretarial Auditors of the Company and recommended the same to the shareholders of the Company.
The proposed appointment is for a term of 5 (five) consecutive years from the financial year 2025-26 to the financial year 2029-30.
A resolution to this effect is included in the notice of ensuing AGM, which may kindly be referred for more detail. M/s. Jay Mehta
Corporate & Associates, Company Secretaries have confirmed they are not disqualified from being appointed as the Secretarial
Auditors of the Company and satisfy the prescribed eligibility criteria.

Report of secretarial auditors: As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation
24A of Listing Regulations, the reports in respect of the Secretarial Audit for FY 2024-25 carried out by M/s. Prachi Bansal & Associates,
Company Secretaries, in Form MR-3 enclosed herewith as Annexure-A. Further, the Secretarial Auditor''s report doesn''t contain any
qualification or reservation requiring explanation or adverse remark.

Also, a secretarial compliance report for the financial year ended March 31,2024 on compliance of all applicable SEBI Regulations
and circulars/ guidelines issued thereunder, was obtained from M/s. Prachi Bansal & Associates, Company Secretaries, and submitted
with the National Stock Exchange of India Limited and BSE Limited.

During the financial year ended March 31,2024, Statutory Auditor and Secretarial Auditor have not reported any instance of fraud to the
Audit Committee pursuant to Section 143(12) of the Act and rules made thereunder, therefore, no disclosure is required under Section
134(3)(ca) of the Act.

(iii) Internal Auditors and their report:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, the Company had appointed M/s
SVP & Associates, Chartered Accountants, New Delhi as Internal Auditors of the Company for the financial year ended March 31,
2025.

The Internal Auditor''s reports are periodically submitted with the Audit Committee for its review and further course of action thereon.

The Board of directors at its meeting held on August 08, 2025, based on the recommendation of the Audit Committee, has approved
the appointment of M/s Siddharth S. Kothari & Co., Chartered Accountants, New Delhi (FRN: 158976W) as the Internal Auditors of the
Company to carry out the internal audit for the financial year 2025-26.

10. compliance with secretarial standards

During the financial year 2024-25, the Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2 relating to âMeetings
of the Board of Directorsâ and âGeneral Meetingsâ respectively.

11. details in respect of frauds reported by auditors under sub-section (12) of section 143 of the companies
act, 2013 other than those which are reportable to the central government

The Statutory Auditors or the Secretarial Auditors of the Company have not reported any frauds to the Board of Directors under Section
143(12) of the Companies Act, 2013, including rules made thereunder.

12. annual return

Pursuant to section 92(3) read with section 134(3)(a) of the Act, the Annual Return (Form MGT-7) as on March 31,2025 is available on the
Company''s website at https://oswalagromills.com/Home/content/Annual-Report/Annual-Report-&-Return.

13. transactions with related parties

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a policy on related party
transaction. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between
the Company and related parties.

All contracts /arrangements /transactions entered into by the Company with related parties during the ended 31^st March 2025 under review,
were in the ordinary course of business of the Company and on arms'' length terms. The related party transactions were placed before
the Audit Committee for review and/or approval. These transactions were in the Ordinary Course of Business and at Arm''s Length Basis,
therefore, provisions of Section 188(1) and related disclosure under 188(2) of the Act were not applicable. However, the details, in this
regard, as required to be provided under section 134(3)(h) of the Act, are given in Form AOC-2, which is annexed herewith as Annexure-B.

Details of all transactions with related parties are given in Note No. 38 of Notes forming part of Financial Statements.

14. directors and key managerial personnel

Directors

In accordance with the applicable provisions of the Act, Mr. Narinder Kumar (DIN:01936066), Director liable to retire by rotation at the
ensuing AGM, being eligible, has offered himself for re-appointment. The relevant details are provided in the Notice. The board recommends
his re-appointment. It may be further noted the following changes in the board of the Company has took place:-

(i) Mr. Bhola Nath Gupta (DIN: 00562338) has retired from the position of Whole-time Director and CEO of the Company with the
effect from July 31,2024. The Board places on record its appreciation for their invaluable contribution and guidance provided to the
Company.

(ii) Mr. Narinder Kumar (DIN:01936066) was appointed as Whole-time Director and CEO of the Company with effect from August 08,

2024.

(iii) Mr. Mohinder Pal Singh (DIN: 08155393) has resigned from the position of Non-executive and independent Director of the Company
w.e.f. May 23, 2025 on account of personal commitments. The Board has placed on record its deep appreciation for the invaluable
support and guidance received from Mr. Singh during his association as a Non-executive and Independent Director of the Company.

(iv) Mr. Anil Kumar Bhalla (DIN: 00587533) has resigned from the position of Non-executive and Non-independent Director of the Company
w.e.f. May 31, 2025 on account of personal commitments. The Board has placed on record its deep appreciation for the invaluable
support and guidance received from Mr. Bhalla during his association as a Non-executive & Non-independent Director of the Company.

(v) The shareholders of the Company, through a Postal Ballot on May 25, 2025, have approved the appointment of Mr. Shael Oswal (DIN:
00256956) as Managing Director of the Company with effect from June 1,2025. Subsequently, by way of a Postal Ballot on August 14,

2025, the shareholders of the Company have approved the rescinding of Special resolution related to the approval of appointment and
remuneration of Mr. Shael Oswal (DIN: 00256956) as Managing Director of the Company.

(vi) The Board of Director, upon recommendation of the Nomination & Remuneration Committee and Audit Committee, at its meeting held
on May 29, 2025, has appointed Mr. Shael Oswal (DIN: 00256956) as Additional Director (Non-executive & Non-independent) & Vice
Chairperson of the Company w.e.f. June 1, 2025. His appointment was approved by the shareholders of the Company by special
resolution by the way of Postal Ballot on August 14, 2025.

(vii) The Board of Director, upon recommendation of the Nomination & Remuneration Committee and Audit Committee, at its meeting held
on August 08, 2025, has appointed Mr. Gulshan Chamanlal Vohra (DIN:08658452) as Non-executive & Independent Director of the
Company w.e.f. August 13, 2025 for an initial term of 5 years which shall be placed for shareholders'' approval at upcoming 45^th AGM.
The Board recommends his appointment.

(viii) The Board of Director, upon recommendation of the Nomination & Remuneration Committee and Audit Committee, at its meeting
held on August 08, 2025, has appointed Mr. Swapneel Vinod Patel (DIN:09444199) as Non-executive & Independent Director of the
Company w.e.f. August 13, 2025 for an initial term of 5 years which shall be placed for shareholders'' approval at upcoming 45^th AGM.
The Board recommends his appointment.

(ix) The Board of Director, upon recommendation of the Nomination & Remuneration Committee and Audit Committee, at its meeting held
on August 08, 2025, has appointed Ms. Larly Nitin Bahl (DIN:08495259) as Non-executive & Independent Director of the Company
w.e.f. August 13, 2025 for an initial term of 5 years which shall be placed for shareholders'' approval at upcoming 45^th AGM. The Board
recommends her appointment.

(x) Mr. Dhiraj Gupta (DIN: 09240964) has resigned from the position of Non-executive and independent Director of the Company w.e.f.
August 19, 2025 on account of some unavoidable circumstances. The Board has placed on record its deep appreciation for the
invaluable support and guidance received from Mr. Gupta during his association as a Non-executive Independent Director of the
Company.

(xi) Mr. Himanshu Agarwal (DIN:09643966) has resigned from the position of Non-executive and independent Director of the Company
w.e.f. August 19, 2025 on account of some unavoidable circumstances. The Board has placed on record its deep appreciation for the
invaluable support and guidance received from Mr. Agarwal during his association as a Non-executive Independent Director of the
Company.

Continuation of Directorship

â¢ In compliance with Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approvals /
sanctions by way of special resolution of the Members are hereby sought for continuation of office by Mrs. Aruna Oswal as NonÂ¬
Executive Director of the Company notwithstanding she will attain the age of 75 years. The notice convening the AGM includes the
proposal for continuation of directorship held by Mrs. Aruna Oswal as Non-Executive Director of the Company on attaining age of 75
years.

as Non-Executive & Independent Director of the Company notwithstanding he will attain the age of 75 years during his tenure.
The notice convening the AGM includes the proposal for continuation of directorship held by Mr. Gulshan Chamanlal Vohra as NonÂ¬
Executive & Independent Director of the Company on attaining age of 75 years during his tenure.

Declaration from Independent Directors:

The Company has received all the applicable declarations as prescribed under section 149(7) of the Companies Act, 2013, Rule 6(3) of
the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and Regulation 16(1)(b) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) from each
Independent Director and they meet the criteria of Independence and have registered themselves on the databank of Independent Directors
maintained by the Indian Institute of Corporate Affairs. There have been no circumstances affecting their status as independent directors
of the Company. They have complied with the Code for Independent Directors prescribed under Schedule IV to the Act. No Director of the
Company is disqualified under any law to act as a director.

Further, all the Independent Directors have registered themselves with the Indian Institute of Corporate Affairs for the inclusion of their name
in the databank of Independent Directors, pursuant to Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.
Further they have confirmed that they shall comply with other requirements, as applicable under the said rule.

During the financial year 2024-25, the non-executive directors of the Company had no pecuniary relationship or transactions with the
Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of
the Board/Committee of the Company.

In the opinion of the Board, they fulfil the condition for appointment/ re-appointment as Independent Directors on the Board. Further, in the
opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed
under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

Key Managerial Personnel

â¢ During the financial year 2024-25, Mr. Parveen Chopra, Chief Financial Officer (KMP) submitted his resignation from the position
of Chief Financial Officer w.e.f. close of working hours of November 05, 2024 due to personal reasons. The Board appreciated the
valuable services rendered by Mr. Parveen Chopra during his tenure as Chief Financial Officer of the Company.

â¢ The Board of Directors upon the recommendation of the Nomination & Remuneration Committee at its meeting held on January 28,
2025, appointed Mr. Vishnu Prasad Muddana as the Chief Financial Officer (KMP) of the company w.e.f. January 28, 2025.

Thereafter, Mr. Vishnu Prasad Muddana, Chief Financial Officer (KMP) has submitted his resignation from the position of Chief
Financial Officer w.e.f. close of working hours of July 07, 2025 due to personal reasons.

â¢ The Board of Directors upon the recommendation of the Nomination & Remuneration Committee at its meeting held on April 08, 2024,
has appointed Mrs. Payal Agarwal as the Company Secretary (KMP) & Compliance Officer of the company w.e.f. April 08, 2024.

Remuneration Policy

The Policy on nomination, remuneration & board diversity of the Company on appointment and remuneration of Directors, KMPs & Senior
Management including the criteria for determining the qualifications, positive attributes and independence of Directors is enclosed as
Annexure-C to this report.

15. directors responsibility statement

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

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material
departures;

(ii) 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;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and
operate effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed
by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant
board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate
and effective during the financial year 2024-25.

16. audit committee

As on March 31,2025, the Audit Committee of the Board of Directors of the Company comprised of 4 (Four) members, namely Mr. Mohinder
Pal Singh, Mrs. Aruna Oswal, Mr. Himanshu Agarwal and Mr. Dhiraj Gupta, out of them 3 members are Independent Directors. Mr. Mohinder
Pal Singh, an Independent Director, is the Chairperson of the Audit Committee.

Further, Mr. Mohinder Pal Singh has ceased to be the Chairperson of Audit Committee on account of his pre-occupation but continue to be
member of the committee and subsequently Mr. Dhiraj Gupta was appointed as chairperson of the Audit committee w.e.f. April 10, 2025.

Furthermore, Mr. Mohinder Pal Singh has resigned from the position of Independent Director of the Company w.e.f. May 23, 2025 and
accordingly ceased to be member of the Audit Committee.

It may further be noted that the Board of Directors vide the circular resolution dated August 20, 2025 has revised the composition of the
Audit Committee consequent to the resignation of committee members and as on the date of this report, the audit committee composition
is as follows:

S. No.	Name of Committee Member	Designation
1	Mr. Gulshan Chamanlal Vohra	Chairperson
2	Mrs. Aruna Oswal	Member
3	Mr. Swapneel Vinod Patel	Member
4	Mr. Larly Nitin Bahl	Member

During the Financial year 2024-25, the Audit Committee has met 5 times dated 20.05.2024, 12.06.2024, 31.07.2024, 08.11.2024 and
28.01.2025. The Audit Committee reviewed the financial statements (Standalone & Consolidated) for each quarter/ financial year ended
March 31,2025 and has not given any adverse observations.

The Board accepted the recommendations of the Audit Committee as and whenever made by the Committee during the year.

17. corporate social responsibility (csr)

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company
on CSR activities during the year are set out in Annexure D of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

The Policy is available on the website of the Company at www.oswalagromills.com

18. cost records

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014 as amended, the Company confirms that maintenance of cost
records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable on the
Company.

19. disclosure on vigil mechanism

Your company is deeply committed to highest standards of ethical, moral and legal business conduct. It ensures that it provide a respectful
working environment not only for all its employees, but for all external parties too. Accordingly, the Board of Directors has formulated Vigil
Mechanism which is in compliance with the provisions of Act & Rules made thereunder, and Listing Regulations through which Directors,
employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company''s code of
conduct without fear of reprisal. This Mechanism provides for adequate safeguards against victimization of the Whistle Blower.

It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Vigil Mechanism has been posted
on the website of the Company at www.oswalagromills.com

20. corporate governance

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance
requirements set out by the Securities and Exchange Board of India (âSEBIâ). The Company always places major thrust on managing its
affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organisation''s corporate
governance philosophy is directly linked to high performance.

The Company is committed to adopting and adhering to established world-class corporate governance practices. The Company understands
and respects its fiduciary role and responsibility towards its stakeholders and society at large, and strives to serve their interests, resulting
in creation of value and wealth for all stakeholders. The report on Corporate Governance as stipulated under the Listing Regulations
forms part of the Annual Report. The compliance report on corporate governance and a certificate from M/s. Prachi Bansal & Associates,
Company Secretaries, Faridabad (Haryana) regarding compliance of the conditions of corporate governance, as stipulated under Chapter
IV of Listing Regulations is attached herewith as Annexure E to this report.

21. management discussion and analysis report:

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and
Analysis Report for the year under review is presented in a separate segment as Annexure-F.

22. policy on prevention of sexual harassment at workplace

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âPrevention of Sexual Harassment of Women at
Workplace Actâ) and Rules framed therein an Internal Complaints Committee has also been set up to redress complaints received regarding
sexual harassment.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates and it is ensured
organization wide dissemination of the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act by
conducting sessions throughout the Company.

The following is a summary of sexual harassment complaints received and disposed of during the year:

a) Number of complaints pending at the beginning of the year NIL

b) Number of complaints received during the year NIL

c) Number of complaints disposed off during the year NIL

d) Number of cases pending at the end of the year NIL

The Sexual Harassment policy is posted on the website of the Company at www.oswalagromills.com

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(A) The information required under section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year
2024-25:

S. No.	Name of Directors	Ratio to median remuneration
1	Mrs. Aruna Oswal Chairperson & Non-executive Director	NA
2	Mr. Bhola Nath Gupta (upto 31.07.2024) Whole-time director & Chief Executive Officer	1.76:1
3	Mr. Narinder Kumar (w.e.f. 08.08.2024) Wholetime Director & Chief Executive Officer	10.78:1
4	Mr. Anil Kumar Bhalla (upto 21.05.2025) Non-executive Director	NA
5	Mr. Mohinder Pal Singh (upto 23.05.2025) Non-executive Independent Director	NA
6	Mr. Dhiraj Gupta Non-executive Independent Director	NA
7	Mr. Himanshu Agarwal Non-executive Independent Director	NA

(b) The percentage increase in remuneration of each Director and KMP viz, Chief Executive Officer, Chief Financial Officer, Company
Secretary in the financial year 2024-25:

S. No.	Name of Directors and KMP	% increase in remuneration in the financial year
1	Mrs. Aruna Oswal Chairperson & Non-executive Director	NA
2	Mr. Bhola Nath Gupta (upto 31.07.2024) Whole-time director & Chief Executive Officer	NIL
2	Mr. Narinder Kumar (w.e.f. 08.08.2024) Wholetime Director & Chief Executive Officer	NIL
3	Mr. Anil Kumar Bhalla (upto 21.05.2025) Non-executive Director	NA
4	Mr. Mohinder Pal Singh (upto 23.05.2025) Non-executive Independent Director	NA
5	Mr. Dhiraj Gupta Non-executive Independent Director	NA
6	Mr. Himanshu Agarwal Non-executive Independent Director	NA
7	Mr. Parveen Chopra (upto 05.11.2024) Chief Financial Officer	NIL
8	Mr. Vishnu Prasad Muddana (w.e.f 28.01.2025 to 07.07.2025) Chief Financial Officer	NIL
9	Mrs. Payal Agarwal (w.e.f. 08.04.2024) Company Secretary	NIL

(d) The number of permanent employees on the roll of the Company (as on March 31,2025): 26

(f) Affirmation that remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the
remuneration policy of the Company.

(B) PARTICULARS OF EMPLOYEES

si. No.	Name	Designation	Age (Yrs)	Qualification	Remuneration (Rs in Lakhs)	Date of ComÂ¬ mencement of Employment	ExpeÂ¬ rience (Yrs)	Last Employment Held & Designation
1.	Mr. Narinder Kumar	Whole time director & CEO	59	B.com	73.19	08.08.2024	38	Vice- President (Finance), Oswal Greentech Limited
2.	Mr. Vishnu Prasad Muddana¹	CFO	59	B.Tech (Chem), MBA	48.86	01.07.2024	37	Vice President, PC Media Limited
3.	Mr. Mahesh C Rawal	General Manager	66	C A (Inter), B. Com	29.13	01.01.2017	41	Accounts Manager, Oswal Greentech Limited
4.	Mr. T R Jawa- harlal	Officer on Special Duty	62	B. Com (HR)	24.12	01.06.2017	44	Officer on Special Duty, Oswal Greentech Limited
5.	Mr. Sanjay Kumar Singh	General Manager- Legal	54	LLB	17.13	01.04.2021	28	Manager-Legal, Oswal Greentech Limited
6.	Mr. Vinaya Ram Chamoli	Manager- Accounts	67	B.com (Hons.)	16.51	01.04.2021	42	Manager Accounts. Oswal Greentech Limited
7.	Mr. Mahaveer Singh	Supervisor	70	Senior Secondary Education	10.37	01.07.2020	42	Supervisor, Mata Mohandai Oswal Public School
8	Mr. Muktilal Bhurtal	Sr. Assistant	64	Inter	10.10	01.01.2017	42	Sr. Assistant, Oswal Greentech Limited
9.	Mr. Yogender Kumar Gautam	Assistant Manager- Secretarial	60	Masters in Computer Science	9.33	01.04.2021	38	Assistant Manager- Oswal Greentech Limited
10.	Mr. Vir Bahadur Singh	Supervisor	59	Inter	8.27	01.01.2017	32	Supervisor, Oswal Greentech Limited

The Board reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director
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 her role.

25. INDEPENDENT DIRECTORS MEETING

In accordance with the Listing Regulations, read with Section 149 (8) and Schedule-IV of the Act. The Independent Directors of the
Company met on January 28, 2025, inter alia review and discuss the following:

(i) Review the performance of non-Independent Directors and the Board of Directors as a whole;

(ii) Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive
Directors;

(iii) Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary
for the Board to effectively and reasonably perform their duties.

26. number of meetings of board

During the financial year ended March 31,2025, the Board met seven times dated April 8, 2024, May 20, 2024, June 12, 2024, July 4, 2024,
July 31,2024, November 8, 2024 and January 28, 2025. For further details regarding these meetings, Members may please refer to the
Report on Corporate Governance, which forms part of the Annual Report.

COMMITTEES OF THE BOARD

At present, four standing committees of the Board of Directors are in place viz. Audit Committee, Nomination & Remuneration Committee,
Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee which have been constituted in accordance with
the applicable provisions of the Act and Listing Regulations. During the year, recommendations of these committees were accepted by the
Board of Directors. For more details on the composition of the Committees, meetings held during the year, the Members may please refer
the Report on Corporate Governance which forms part of the Annual Report.

27. internal control systems and their adequacy

Adequate internal control systems commensurate with the nature of the Company''s business, size and complexity of its operations are in
place and have been operating satisfactorily.

Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback
on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control
systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

Adequacy of internal financial control with reference to financial statements: The Internal Financial Controls with reference to financial
statements as designed and implemented by the Company are adequate. During the year, no material or serious observation has been
received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

28. particulars of loans given, investments made, guarantees given and securities provided under section
186 of companies ACT, 2013

Particulars of loans given are provided under Note No. 40 to the financial statement. Particulars of investment made are provided under
Note No. 5, 6 and 11 to the financial statement provided in this Annual Report. The Company has not given any guarantee or security in
connection with a loan to any other body corporate or person.

29. PARTICULARS OF CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUT GO

(A) Information regarding conservation of energy and technology absorption: At Oswal Agro Mills Limited, our continuous approach
is towards achieving maximum energy efficiency and absorption of technology in our operations and initiatives undertaken by the
Company.

(B) Foreign exchange earning and outgo: During the year, there were no foreign exchange earnings and outgo.

30. risk management

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically.

Our risk management framework is designed to be simple, consistent and clear for managing and reporting risks from the Group''s
businesses to the Board. Our management systems, organizational structures, processes, standards and code of conduct together
form the system of internal controls that govern how we conduct business and manage associated risks. We have a multi-layered risk
management framework to effectively mitigate the various risks, which our businesses are exposed to in the course of their operations.

Major risks identified by businesses and functions are systematically addressed through mitigating actions. Risk officers have also been
formally nominated at operating businesses, as well as at Group level, to develop the risk-management culture within the businesses.

Our Risk Management Framework is designed to help the organization to meet its objectives through alignment of operating controls with
the Company''s mission and vision. In the opinion of the Board there has been no identification of elements of risk that may threaten the
existence of the Company.

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.

The risk management policy has been posted on website of the Company at www.oswalagromills.com

31. code of conduct

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 the Company has in place the policies/ codes which are revised
from time to time according to applicable laws or as per need. The members of the Board and senior management personnel have affirmed
the compliance with Code applicable to them during the year ended March 31,2025.

The annual report of the Company contains a certificate by the CEO and Wholetime Director in terms of Listing Regulations on the
compliance declarations received from Independent Directors, Non-Executive Directors and Senior Management.

32. GENERAL

Your Directors state that during the financial year ended March 31,2025, no disclosure is required in respect of following matters, as there
were no transactions/events in relation thereto:

1. The Company had not issued any shares (including sweat equity shares) to Directors or employees of the Company under any
scheme.

2. There was no change in the share capital of the Company.

3. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.

4. The Company does not have any Employee Stock Option Scheme.

5. There were no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016.

6. There was no instance of onetime settlement with any Bank or Financial Institution, thus no valuation is carried out for the one-time
settlement with the banks or financial institutions.

33. HUMAN RELATIONS

Human resources play a significant role in your Company''s growth strategy. Your Company emphasized on talent nurturing, retention and
engaging in a constructive relationship with employees with a focus on productivity and efficiency and underlining safe working practices.
The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions
made by the employees of the Company during the year.

34. COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFITS ACT, 1961

During the year under review, the Company has duly complied with the provisions of the Maternity Benefits Act, 1961. All eligible women
employees were provided maternity benefits in accordance with the provisions of the Act, including paid maternity leave, nursing breaks,
and protection from dismissal during maternity leave, among other entitlements. The Company remains committed to upholding the rights
and welfare of women employees and ensuring a supportive and inclusive work environment.

35 DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONG WITH THE REASONS
THEREOF

There are no such events occurred during the period from April 01,2024 to March 31,2025, thus no valuation is carried out for the one-time
settlement with the banks or financial institutions.

36 details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016
(31 of 2016) and THEIR STATUS

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year

37. LISTING

Presently, the Company''s equity shares are listed on the following Stock Exchanges:

(a) The National Stock Exchange of India Limited, Mumbai

(b) BSE Limited, Mumbai

38. APPRECIATION AND ACKNOWLEDGMENT

Your directors take this opportunity to place on record their sincere gratitude for assistance and co-operation received from Central & State
Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and
assistance during the year.

Your directors also place on record their appreciation for the excellent contribution made by all employees of Oswal Agro Mills Limited
through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.

By the order of the Board
For Oswal Agro Mills Limited

Sd/-

Aruna Oswal

Date : August 29, 2025 Chairperson

Place : New Delhi DIN: 00988524

Mr. Vishnu Prasad Muddana was appointed as Vice-President (Project) of the company w.e.f. July 1,2024. Subsequently, Mr. Vishnu
Prasad Muddana has been appointed as Chief Financial Officer of the company w.e.f. January 28, 2025. Therefore the remuneration
of Mr. Vishnu Prasad Muddana includes the remuneration as Vice-President (Project) and Chief Financial Officer of the company.

24. BOARD EVALUATION

The Board of Directors have carried out formal annual evaluation of its own performance, Board Committees and individual Directors
pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by the Listing Regulations.

The Nomination & Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board
Committees (viz. Audit Committee, Stakeholders'' Relationship Committee, Nomination & Remuneration Committee & Corporate Social
Responsibility Committee); Individual directors and the Chairperson, on various criteria outlined in the âGuidance Note on Board Evaluation''
issued by SEBI on January 5, 2017.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as
the Board composition and structure, effectiveness of Board processes, contribution at the meetings, focus on governance information and
functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from Committee members on the
basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, compliance and control etc.

Mar 31, 2024

Your directors take pleasure in presenting the 44th Annual Report on the business and operations of the Company together with the audited financial statements (Standalone and Consolidated) for the financial year ended March 31,2024:

1. FINANCIAL SUMMARY

The financial summary of the company for the financial year ended March 31,2024 along with the previous year''s figures is summarised in ^{the table below:} (? in lakhs)

PARTICULARS	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	186.73	2,795.34	186.73	2,795.34
Other Income	1071.76	2,594.02	1071.76	2,594.02
Total Revenue	1258.49	5,389.36	1258.49	5,389.36
Expenses	865.13	3,785.63	865.13	3,785.63
Profit before tax and exceptional item	393.36	1,603.73	393.36	1,603.73
Exceptional Item	2.53	-	2.53	-
Tax expenses
(i) Current tax	86.81	418.82	86.81	418.82
(ii) Income tax for earlier years	(51)	75.17	(51)	75.17
(iii) Deferred tax	179.66	171.57	179.66	171.57
Profit for the year after tax	175.36	938.17	175.36	938.17
Share of net profit of associate (net)	281.98	1,449.54	-	-
Profit for the year after tax after considering share of net profit of associate (net)	457.34	2,387.71	-	-

State of the Companyâs affairs

During the financial year 2023-24, the Company was primarily engaged in the trading of commodities. Apart from trading activities, the Company also generated income from interest on inter-corporate deposits, trading in mutual funds and other miscellaneous incomes. Further, the Company has been carrying on real estate and other non-financial activities since its inception. There was no change in nature of business of the Company during the year under review.

Financial performance

A detailed analysis and insight into the financial performance & operations of your Company for the year and future outlook is appearing under the Management Discussion and Analysis Report, which forms part of the Annual Report.

Standalone financials

During the financial year, the total revenue stood at Rs. 1,258.49 Lakh as compared to Rs. 5,389.36 Lakh for the previous year 2022-23, profit before tax stood at Rs. 390.83 Lakh for the 2023-24 as compared to Rs. 1,603.73 Lakh for the previous year 2022-23.

Consolidated financials

During the financial year, your Company''s consolidated total revenue stood at Rs. 1,258.49 Lakh as compared to Rs. 5,389.36 Lakh for the previous year 2022-23, profit before tax stood at Rs. 390.83 Lakh for the current year 2023-24 to Rs. 1,603.73Lakh for the previous year 2022-23 and the total comprehensive income stood at Rs. 475.60 Lakh as compared to Rs. 2,445.24 Lakh for the previous financial year 2022-23.

2. SUBSIDIARY AND ASSOCIATES

During the year ended March 31,2024, the Company has only one associate namely Oswal Greentech Limited. Save and except the same, no other company has become or ceased as a subsidiary, associate, or joint venture of your company.

Consolidation of accounts

In pursuance of the provision of the Companies Act, 2013, and the rules framed thereunder, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and applicable Accounting Standards the Company has prepared consolidated financial statements. The audited consolidated financial statements alongwith the Auditor''s report and statement containing salient features of the financial statement of Associate Company (AOC-1) forms part of the Annual Report.

3. REPORT ON PERFORMANCE OF ASSOCIATE COMPANY AND ITS CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

Oswal Greentech Limited (Associate Company)

Oswal Greentech Limited (OGL) is a listed company incorporated and domiciled in India and has its principal place of business at the 7th Floor, Antriksh Bhawan, 22, Kasturba Gandhi Marg, New Delhi-110001. Its shares are listed and traded on the BSE Limited and National Stock Exchange of India Limited. The principal business of the associate company is trading and development of real estate projects. Further, OGL also invests its surplus funds as interest bearing inter-corporate deposits. During the year (2023-24), OGL has recorded total revenue of Rs. 9,110.00 Lakhs and profit after tax of Rs. 637.19 Lakhs.

4. DIVIDEND

With a view to conserve the scarce liquid resources of the Company, the Directors do not recommend any dividend for the year ended March 31,2024

5. DEPOSITS

During the year the Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as âDeposits'' in terms of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

6. RESERVES

Your directors do not propose to transfer any amount to the general reserve and entire amount of profit for the year forms part of the âRetained Earnings''.

7. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

Pursuant to the disclosure made under section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred after the end of the financial year 2023-24 and till the date of this report.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

There were no significant or material orders passed by the regulators, courts and tribunals during the year ended March 31,2024.

9. AUDITORS

(i) Statutory Auditors and their report:

The members of the Company at the 42^nd Annual General Meeting (AGM) held on September 28, 2022 approved the appointment of M/s Oswal Sunil & Company, Chartered Accountants (Registration No. 016520N) as the Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of 42nd Annual General Meeting till the conclusion of the 47th Annual General Meeting at such remuneration as shall be fixed by the Board of Directors of the Company.

Report of statutory auditors: M/s Oswal Sunil & Company, Chartered Accountants, have submitted their report with no qualifications, reservations or adverse remarks or disclaimers on the financial statement (Standalone) for the financial year 2023-24.

Further, M/s Oswal Sunil & Company, Chartered Accountants, have submitted their report on the financial statements (Consolidated) of the Company for the financial year 2023-24, which forms part of this Annual Report. Further the notes referred to in the Auditor''s Report are self-explanatory. The Auditors have issued a qualified report related to non-provisioning of interest income by an associate company (Oswal Greentech Limited) for the financial year 2023-24. The auditor''s remarks on their qualified opinion and management''s response on the auditor''s qualified opinion are given hereunder:

We refer to note 37 of the consolidated financial statements for non-provisioning of interest income by an associate company consequent to which the PAT and Investment (Non- Current) are understated by f 1443.84 lakhs (to extent of share of profit/losses of the associate company.

Managementâs response: Oswal Greentech Limited (OGL) has invoked arbitration clause as per the ICD agreement. In this view the OGL has decided not to charge any further interest pending the arbitration proceeding

(ii) Secretarial Auditors and their report:

As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of Listing Regulations, the reports in respect of the Secretarial Audit for FY 2023-24 carried out by M/s. CT & Company, Company Secretaries, in Form MR-3 enclosed herewith as Annexure-A.

Report of secretarial auditors: M/s CT & Company, Company Secretaries, Secretarial Auditors of the Company have submitted their audit report for the financial year 2023-24, which forms part of the Annual Report 2023-24. Further, the auditors'' have issued their qualified report for the financial year 2023-24. The secretarial auditors'' remark and management''s response on the said remark are given herein under:

In terms of Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company was required to fill a casual vacancy in the office of the Company Secretary and Compliance Officer within 3 months by 28th March 2024. The Company could not comply with the same. The vacancy was filled on 8th April 2024 and the Company has also received notice of penalty in this regard from the Stock Exchanges.

Managementâs response: The Company had shortlisted and finalized an eligible candidate for the position of Company Secretary and Compliance Officer of the Company and issued her an offer letter on March 06, 2024 mentioning therein her date of joining the Company as March 26, 2024. She had accepted the same on March 07, 2024. However, on March 15, 2024, she informed the Company that she will not be able to join the organization. Consequently, there was a delay in appointment of Company Secretary and Compliance officer of the Company.

Further, the company has paid the fines for aforesaid non-compliance to the BSE Limited and National Stock Exchange of India Limited, respectively.

Also, a secretarial compliance report for the financial year ended March 31,2024 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s CT & Company, Company Secretaries and submitted with the National Stock Exchange of India Limited and BSE Limited.

M/s CT & Company, Company Secretaries have been re-appointed to conduct the secretarial audit of the Company for FY 2024-25. They have confirmed that they are eligible for the said appointment.

During the financial year ended March 31,2024, Statutory Auditor and Secretarial Auditor have not reported any instance of fraud to the Audit Committee pursuant to Section 143(12) of the Act and rules made thereunder, therefore, no disclosure is required under Section 134(3)(ca) of the Act.

(iii) Internal Auditors and their report:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, the Company had appointed M/s SVP & Associates, Chartered Accountants, New Delhi as Internal Auditors of the Company for the financial year ended March 31, 2024.

The Internal Auditor''s reports are periodically submitted with the Audit Committee for its review and further course of action thereon.

M/s SVP & Associates, New Delhi, Chartered Accountants have been re-appointed to conduct the Internal Audit of the Company for FY 2024-25. They have confirmed that they are eligible for the said appointment.

10. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year 2023-24, the Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2 relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ respectively.

11. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or the Secretarial Auditors of the Company have not reported any frauds to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

12. ANNUAL RETURN

Pursuant to section 92(3) read with section 134(3)(a) of the Act, the Annual Return (Form MGT-7) as on March 31,2024 is available on the Company''s website at https://oswalagromills.com/Home/content/Annual-Report/Annual-Report-&-Return.

13. TRANSACTIONS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a policy on related party transaction. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All contracts /arrangements /transactions entered into by the Company with related parties during the year ended 31st March 2024 were in the ordinary course of business of the Company and at arms'' length terms. The related party transactions were placed before the Audit Committee for review and/or approval. These transactions were in the ordinary course of Business and at arm''s length basis, therefore, provisions of Section 188(1) and related disclosure under 188(2) of the Act were not applicable. Form AOC-2 has been enclosed herewith in the prescribed format as Annexure-B.

Details of all transactions with related parties are given in Note No. 37 of Notes forming part of Financial Statements.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

In accordance with the applicable provisions of the Act, Mrs. Aruna Oswal (DIN: 00988524), Director shall be liable to retire by rotation at the ensuing AGM, being eligible, has offered herself for re-appointment. Your Directors recommend re-appointment of Mrs. Aruna Oswal as Director, for approval of the members, at the ensuing AGM.

The disclosures in respect to appointment/re-appointment of Directors as required under Regulation 36 of the Listing Regulations and the Secretarial Standards on General Meeting (âSS-2'') are given in the Notice of ensuing AGM, forming part of the Annual Report.

Continuation of Directorship

In compliance with Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approvals / sanctions by way of special resolution of the Members are hereby sought for continuation of office by Mr. Anil Kumar Bhalla as Non-Executive Director of the Company notwithstanding he will attain the age of 75 years.

The notice convening the AGM includes the proposal for continuation of directorship held by Mr. Anil Kumar Bhalla as Non-Executive Director of the Company on attaining age of 75 years.

Declaration from Independent Directors:

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) from each Independent Director and they meet the criteria of Independence and have registered themselves on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs. There have been no circumstances affecting their status as independent directors of the Company. They have complied with the Code for Independent Directors prescribed under Schedule IV to the Act. No Director of the Company is disqualified under any law to act as a director.

Further, all the Independent Directors have registered themselves with the Indian Institute of Corporate Affairs for the inclusion of their name in the databank of Independent Directors, pursuant to Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Further they have confirmed that they shall comply with other requirements, as applicable under the said rule.

During the Financial year 2023-24, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

In the opinion of the Board, they fulfil the condition for appointment/ re-appointment as Independent Directors on the Board. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

Key Managerial Personnel

During the financial year 2023-24, Mr. Govind Surya Singh, Company Secretary (KMP) & Compliance Officer of the company submitted his resignation from the position of Company Secretary & Compliance Officer w.e.f. close of working hours of December 29, 2023 due to explore the career opportunities outside organisation. The Board appreciated the valuable services rendered by Mr. Govind Surya Singh during his tenure as Company Secretary & Compliance Officer of the Company.

The Board of Directors upon the recommendation of the Nomination & Remuneration Committee at its meeting held on April 08, 2024, appointed Mrs. Payal Goel as the Company Secretary (KMP) & Compliance Officer of the company w.e.f. April 08, 2024.

Policy on nomination, remuneration & board diversity

The Policy on nomination, remuneration & board diversity of the Company on appointment and remuneration of Directors, KMPs & Senior Management including the criteria for determining the qualifications, positive attributes and independence of Directors is enclosed as Annexure-C to this report.

15. DIRECTORS RESPONSIBILITY STATEMENT

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

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) 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;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operate effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24.

16. AUDIT COMMITTEE

As on the date of this report, the Audit Committee of the Board of Directors of the Company comprised of 4 (Four) members, namely Mr. Mohinder Pal Singh, Mrs. Aruna Oswal, Mr. Himanshu Agarwal and Mr. Dhiraj Gupta, out of them 3 members are Independent Directors. Mr. Mohinder Pal Singh, an Independent Director, is the Chairperson of the Audit Committee. During the Financial year 2023-24, the Audit Committee has met 4 times dated 25.05.2023, 04.08.2023, 06.11.2023, and 12.02.2024. The Audit Committee reviewed the financial statements (Standalone & Consolidated) for each quarter/ financial year ended March 31,2024 and has not given any adverse observations.

The Board accepted the recommendations of the Audit Committee as and whenever made by the Committee during the year.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure D of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Policy is available on the website of the Company at www.oswalagromills.com

18. COST RECORDS

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014 as amended, the Company confirms that maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable on the Company.

19. DISCLOSURE ON VIGIL MECHANISM

Your company is deeply committed to highest standards of ethical, moral and legal business conduct. It ensures that it provide a respectful working environment not only for all its employees, but for all external parties too. Accordingly, the Board of Directors has formulated Vigil Mechanism which is in compliance with the provisions of Act & Rules made thereunder, and Listing Regulations through which Directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct without fear of reprisal. This Mechanism provides for adequate safeguards against victimization of the Whistle Blower.

It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Vigil Mechanism has been posted on the website of the Company at www.oswalagromills.com

20. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (âSEBIâ). The Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organisation''s corporate governance philosophy is directly linked to high performance.

The Company is committed to adopting and adhering to established world-class corporate governance practices. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large, and strives to serve their interests, resulting in creation of value and wealth for all stakeholders. The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. The compliance report on corporate governance and a certificate from M/s. CT & Company, Company Secretaries, New Delhi, regarding compliance of the conditions of corporate governance, as stipulated under Chapter IV of Listing Regulations is attached herewith as Annexure E to this report.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year under review is presented in a separate segment as Annexure-F.

22. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âPrevention of Sexual Harassment of Women at Workplace Actâ) and Rules framed therein an Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates and it is ensured organization wide dissemination of the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act by conducting sessions throughout the Company.

The following is a summary of sexual harassment complaints received and disposed of during the year:

a) Number of complaints pending at the beginning of the year NIL

b) Number of complaints received during the year NIL

c) Number of complaints disposed off during the year NIL

d) Number of cases pending at the end of the year NIL

The Sexual Harassment policy is posted on the website of the Company at www.oswalagromills.com

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(A) The information required under section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24:

S. No.	Name of Directors	Ratio to median remuneration
1	Mrs. Aruna Oswal Chairperson & Non-executive Director	NA
2	Mr. Bhola Nath Gupta Whole-time director & Chief Executive Officer	6.09:1
3	Mr. Anil Kumar Bhalla Non-executive Director	NA
4	Mr. Mohinder Pal Singh Non-executive Independent Director	NA
5	Mr. Dhiraj Gupta Non-executive Independent Director	NA
6	Mr. Himanshu Agarwal Non-executive Independent Director	NA

(b) The percentage increase in remuneration of each Director and KMP viz, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year 2023-24:

S. No.	Name of Directors and KMP	% increase in remuneration in the financial year
1	Mrs. Aruna Oswal Chairperson & Non-executive Director	NA
2	Mr. Bhola Nath Gupta Whole-time director & Chief Executive Officer	18.14%
3	Mr. Anil Kumar Bhalla Non-executive Director	NA
4	Mr. Mohinder Pal Singh Non-executive Independent Director	NA
5	Mr. Dhiraj Gupta Non-executive Independent Director	NA
6	Mr. Himanshu Agarwal Non-executive Independent Director	NA
7	Mr. Parveen Chopra Chief Financial Officer	8.75%
8	Mr. Govind Surya Singh (upto 29.12.2023) Company Secretary	NIL
9	Mrs. Payal Goel (w.e.f. 08.04.2024) Company Secretary	NIL

(d) The number of permanent employees on the roll of the Company (as on March 31,2024): 27

(e) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: There has been 21.95 % change in the average % managerial increase while for others it is about 14.07 %. During the year, there was no actual increase in the remuneration/ salaries of managerial personnel as well as other employees of the company. The given ratios and percentage increase are based on the changes in total remuneration paid during the financial year as compared to previous financial year and due to any change in allowances paid on actual basis to managerial personnel or to any employee e.g. payment of LTA, medical allowances and overtime allowances etc. on account of addition of new employees in Company during the financial year 2023-24.

(f) Affirmation that remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company.

(B) PARTICULARS OF EMPLOYEES

Sl. No.	Name	Designation	Age (Yrs)	Qualification	Remuneration (Rs in Lakhs)	Date of Commencement of Employment	Experi ence (Yrs)	Last Employment Held & Designation
1.	Mr. Bhola Nath Gupta	Whole-time director & CEO	74	B. Sc. Agri. Engg. MBA	36.5	01.04.2014	50	GM (Com.), Oswal Greentech Limited
2.	Mr. Mahesh C Rawal	Manager Accounts	67	CA (Inter), B. Com	29.13	01.01.2017	40	Accounts Manager, Oswal Greentech Limited
3.	Mr. Parveen Chopra	CFO	67	B. Com	24.50	01.04.2014	43	Accounts Manager, Oswal Greentech Limited
4.	Mr. T R Jawaharlal	Officer on Special Duty	61	B. Com (HR)	24.18	01.06.2017	43	Officer on Special Duty, Oswal Greentech Limited
5.	Mr. Vinaya Ram Chamoli	Manager- Accounts	66	B.com (Hons.)	16.91	01.04.2021	42	Manager Accounts. Oswal Greentech Limited
6.	Mr. Sanjay Kumar Singh	Manager-Legal	53	LLB	15.49	01.04.2021	27	Manager-Legal, Oswal Greentech Limited

Sl. No.	Name	Designation	Age (Yrs)	Qualification	Remuneration (Rs in Lakhs)	Date of Commencement of Employment	Experi ence (Yrs)	Last Employment Held & Designation
7.	Mr. Muktilal Bhurtal	Sr. Assistant	63	Inter	9.89	01.01.2017	41	Sr. Assistant, Oswal Greentech Limited
8.	Mr. Yogender Kumar Gautam	Assistant Manager- Secretarial	59	Masters in Computer Science	9.44	01.04.2021	37	Assistant Manager-Oswal Greentech Limited
9.	Mr. Vir Bahadur Singh	Supervisor	58	Inter	7.82	01.01.2017	31	Supervisor, Oswal Greentech Limited
10.	Mr. Mahaveer Singh	Supervisor	69	Senior Secondary Education	7.39	01.07.2020	41	Supervisor, Mata Mohandai Oswal Public School

24. BOARD EVALUATION

The Board of Directors have carried out formal annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by the Listing Regulations.

The Nomination & Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees (viz. Audit Committee, Stakeholders'' Relationship Committee, Nomination & Remuneration Committee & Corporate Social Responsibility Committee); Individual directors and the Chairperson, on various criteria outlined in the âGuidance Note on Board Evaluation'' issued by SEBI on January 5, 2017.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, contribution at the meetings, focus on governance information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, compliance and control etc.

The Board reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director 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 her role.

25. INDEPENDENT DIRECTORS MEETING

In accordance with the Listing Regulations, read with Section 149 (8) and Schedule-IV of the Act. The Independent Directors of the Company met on February 09, 2024, inter alia review and discuss the following:

(i) Review the performance of non-Independent Directors and the Board of Directors as a whole;

(ii) Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors;

(iii) Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

26. NUMBER OF MEETINGS OF BOARD & ITS COMMITTEES

During the financial year ended March 31,2024, the Board met 4 (four) times dated May 25, 2023, August 04, 2023, November 06, 2023 and February 12, 2024. For further details regarding these meetings, Members may please refer to the Report on Corporate Governance, which forms part of the Annual Report.

At present, four standing committees of the Board of Directors are in place viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee which have been constituted in accordance with the applicable provisions of the Act and Listing Regulations. During the year, recommendations of these committees were accepted by the Board of Directors. For more details on the composition of the Committees, meetings held during the year, the Members may please refer the Report on Corporate Governance which forms part of the Annual Report.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Adequate internal control systems commensurate with the nature of the Company''s business, size and complexity of its operations are in place and have been operating satisfactorily.

Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

Adequacy of internal financial control with reference to financial statements: The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

28. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF COMPANIES ACT, 2013

Particulars of loans given are provided under Note No. 39 to the financial statement. Particulars of investment made are provided under Note No. 5, 6 and 11 to the financial statement provided in this Annual Report. The Company has not given any guarantee or security in connection with a loan to any other body corporate or person.

29. PARTICULARS OF CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUT GO

(A) Information regarding conservation of energy and technology absorption: At Oswal Agro Mills Limited, our continuous approach is towards achieving maximum energy efficiency and absorption of technology in our operations and initiatives undertaken by the Company.

(B) Foreign exchange earning and outgo: During the year, there were no foreign exchange earnings and outgo.

30. RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically.

Our risk management framework is designed to be simple, consistent and clear for managing and reporting risks from the Group''s businesses to the Board. Our management systems, organizational structures, processes, standards and code of conduct together form the system of internal controls that govern how we conduct business and manage associated risks. We have a multi-layered risk management framework to effectively mitigate the various risks, which our businesses are exposed to in the course of their operations.

Major risks identified by businesses and functions are systematically addressed through mitigating actions. Risk officers have also been formally nominated at operating businesses, as well as at Group level, to develop the risk-management culture within the businesses.

Our Risk Management Framework is designed to help the organization to meet its objectives through alignment of operating controls with the Company''s mission and vision. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

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.

The risk management policy has been posted on website of the Company at www.oswalagromills.com

31. CODE OF CONDUCT

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 the Company has in place the policies/ codes which are revised from time to time according to applicable laws or as per need. The members of the Board and senior management personnel have affirmed the compliance with Code applicable to them during the year ended March 31,2024.

The annual report of the Company contains a certificate by the CEO and Whole-time director in terms of Listing Regulations on the compliance declarations received from Independent Directors, Non-Executive Directors and Senior Management.

32. GENERAL

Your Directors state that during the financial year ended March 31,2024, no disclosure is required in respect of following matters, as there were no transactions/events in relation thereto:

1. The Company had not issued any shares (including sweat equity shares) to Directors or employees of the Company under any scheme.

2. There was no change in the share capital of the Company.

3. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.

4. The Company does not have any Employee Stock Option Scheme.

5. There were no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016.

6. There was no instance of onetime settlement with any Bank or Financial Institution, thus no valuation is carried out for the one-time settlement with the banks or financial institutions.

33. HUMAN RELATIONS

Human resources play a significant role in your Company''s growth strategy. Your Company emphasized on talent nurturing, retention and engaging in a constructive relationship with employees with a focus on productivity and efficiency and underlining safe working practices. The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by the employees of the Company during the year.

34. LISTING

Presently, the Company''s equity shares are listed on the following Stock Exchanges:

(a) The National Stock Exchange of India Limited, Mumbai

(b) BSE Limited, Mumbai

35. APPRECIATION AND ACKNOWLEDGMENT

Your directors take this opportunity to place on record their sincere gratitude for assistance and co-operation received from Central & State Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year.

Your directors also place on record their appreciation for the excellent contribution made by all employees of Oswal Agro Mills Limited through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.

By Order of the Board For Oswal Agro Mills Limited

Sd/-

Aruna Oswal

Date : June 12, 2024 Chairperson

Place : New Delhi DIN: 00988524

Mar 31, 2018

To,

The Members

Oswal Agro Mills Limited

The Companyâs Directors are pleased to present the 38^th Annual Report of the Company, along with Audited Accounts, for the financial year ended 31^st March, 2018.

FINANCIAL HIGHLIGHTS

We share with you our 38th Annual Report together with the Audited Financial statements for the year ended March 31^st, 2018. The Companyâs performance grouped in accordance with the new accounting standards Ind-AS (Indian Accounting Standards), is summarized below:

(Rs. in thousands)

PARTICULARS

Current Year 31.03.2018

Previous Year 31.03.2017

Operating & other Income

Profit/(Loss) before Depreciation & Tax

Less : Depreciation

: Tax Expense including Deferred Tax

Profit/(Loss) after Depreciation & Tax

Add: Balance brought forward from Previous year

Balance carried to Balance Sheet

4,21,584.43

1,00,790.48

1,880.41

(29,947.85)

1,28,857.92

(5,36,129.26)

(4,07,271.34)

3,22,891.17

(41,719.72)

1,846.28

38,470.61

(82,036.61)

(4,54,092.65)

(5,36,129.26)

REVIEW OF OPERATIONS & FUTURE OUTLOOK

Financial Year 2017-18 was a good year for Oswal Agro Mills Limited. We achieved our growth targets and increased overall turnover of the company. The Company always adhere to achieve best in the industry and try to optimize the cost and its efficiency level which translating into profit margins. Hereâs the performance highlights of the Company:

- Revenue strengthened 44.30% from INR 155,001.00 thousand in 2016-17 to INR 223,665.00 thousand in 2017-18.

- Profit before exceptional items & tax grew 1.97% from INR 96,996.00 thousand in 2016-17 to INR 98,910.07 thousand in 2017-18.

- As compared to previous the PAT is positive i.e. INR (82,036.61) thousand in 2016-17 to INR 128,857.92 thousand in 2017-18.

- EPS improved from INR -0.61 per share in 2016-17 to INR 0.96 per share in 2017-18.

The Company has in possession of premium land parcel in Chembur, Mumbai and is looking for alternatives to use the land in best possible manner. The Company is also making efforts to explore various other locations for its real estate business.

The Company is also continuing the business of investments and the future outlook looks bright.

CHANGE IN NATURE OF BUSINESS

During the year, there was no change in the nature of any business activity of the Company.

SUBSIDIARY COMPANY AND ASSOCIATES SUBSIDIARY

The subsidiary company - namely M/s âOswal Overseas Ltd.â at UAE has been liquidated w.e.f. 28^th February 2018.

ASSOCIATE

The company has one associate company namely M/s Oswal Greentech Ltd. Our earlier Associate Company viz. M/s News Nation Network Private Limited, was not an associate of the Company w.e.f. 24^th August, 2016.

The Accounting of Subsidiary Company is done in consolidated financial statements in accordance with the relevant accounting standards.

DIVIDEND

With a view to conserve the resources for the business plans of the Company to develop real estate, the Directors do not recommend any dividend for the year.

PUBLIC DEPOSITS

The Company has not accepted or renewed any deposit within the meaning of Section 73 to 76 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES

There are no material changes to report for.

MATERIAL INFORMATION

Mr. Pankaj Oswal (Eldest Son of erstwhile Chairman Mr. Abhey Kumar Oswal), one of the Shareholder of the Company has filed a petition under Section 241, 242 read with Section 244 of the Companies Act, 2013 against the Company seeking relief against various acts of oppression and mismanagement before the NCLT, Chandigarh which is subjudice. However, the company is challenging this petition on the grounds of its maintainability and considered it to be bad in law and not sustainable.

ACHIEVEMENTS

The Board wishes to inform the Shareholders that our Honâble Chairperson Smt. Aruna Oswal has been honoured with Honorary Doctorate Degree of APAMALL from University of Wisconsin, Madison (USA). APAMALL stands for Asia Pacific Association of Multimedia Assisted Language Learning.

REPORT ON THE HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

Oswal Overseas Limited (Subsidiary Company)

Oswal Overseas Limited was an offshore company based at UAE with limited liability registered on 24 July, 2006 under the provisions of offshore Companies regulations of Jebel Ali Free Zone of 2003 to carry out the business of general trading of commodities and investment activities. However, since incorporation, no actual trading could be executed as intended in spite of repeated attempts. Further, Oswal Overseas Ltd. has been non-profitable and has not generated any revenue as it has not carried out any commercial activities. Your Board has decided to liquidate the subsidiary vide its Board Meeting dated 14^th April, 2017 and thereafter, all necessary steps were taken in this regard. The subsidiary was liquidated during the year w.e.f. 28^th February, 2018.

Oswal Greentech Limited (Associate Company)

Oswal Greentech Limited is a listed company incorporated and domiciled in India and has its principal place of business at 7^th Floor, Antriksh Bhawan, 22, Kasturba Gandhi Marg, New Delhi- 110001. Its shares are listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The principal business of the associate company is trading and development of real estate projects. Further, the associate company also invests its surplus funds as interest bearing inter-corporate deposits. During the year, the associate Company has recorded total revenue of 10,333.37 Lakhs and profit after tax of Rs. 4,323.62 Lakhs.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. Agarwal & Dhandhania, Chartered Accountants (Firm Registration No.125756W) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 37^th Annual General Meeting held on 28^th September, 2017 until the conclusion of 42^nd Annual General Meeting of the Company to be held in the calendar year 2022, subject to annual ratification by members at every Annual General Meeting, on such remuneration as may be decided by the Audit Committee of the Board. However, as per the Companies Amendment Act, 2017, the requirement of annual ratification has been omitted. Accordingly, the ratification of their appointment shall not be placed before the shareholders, in the ensuing Annual General Meeting.

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 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 and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.

REPORT OF STATUTORY AUDITORS

M/s Agarwal & Dhandhania, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2017-18, which forms part of the Annual Report 2017-18. 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. Further, the notes to accounts referred to in the Auditorâs Report are self-explanatory.

SECRETARIAL AUDITORS AND THEIR REPORT

Section 204 of the Companies act, 2013 inter-alia requires every listed company to annex with its Boardâs report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board appointed M/s CT & Company, Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2017-2018 and their report is annexed to this report as Annexure-I. There are no qualifications/ observations/ reservations/ adverse remarks in the said report, which call for any explanation from the Board of Directors.

M/s CT & Company, Company Secretaries have been re-appointed to conduct the secretarial audit of the Company for the financial year 2018-19. They have confirmed that they are eligible for the said appointment.

INTERNAL AUDITORS

M/s R Arora & Associates, Chartered Accountants, New Delhi who were the Internal Auditors of the Company has resigned from their post of Internal Auditors and they ceased to be the internal auditors w.e.f. 30^th September, 2017. Thereafter, M/s T R Chadha & Co LLP, Chartered Accountants, New Delhi were appointed as Internal Auditors of the Company w.e.f. 1^st October, 2017.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the audit Committee or to the board of directors under section 143(12) of the companies act, 2013, including rules made thereunder.

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The details forming part of the extract of the Annual Return in Form MGT-9 as per the requirements of Companies Act, 2013 and Rules thereto are annexed to this report as Annexure-II. The Company has also displays this extract on its website on www.oswalagromills.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Dr. Aruna Oswal (DIN: 00988524), director of the Company, who retires by rotation and being eligible, offers herself for re-appointment. The Board of Directors recommends her re-appointment.

As required under Regulation 36 of Listing Regulations, the requisite information of Dr. Aruna Oswal, Shri Ramesh Kumar Khanna and Shri Mohinder Pal Singh inter alia, in the nature of brief resume, nature of expertise, companies in which they holds Directorship/memberships of Board Committees, shareholding in the Company, forms part of the Notice of the Annual General Meeting.

Shri Harnish Bindra (DIN: 07112509), Independent Director of the Company has tendered his resignation dated 1^st May, 2018 to the Company and same was acknowledged and further, taken on record by the Board of Directors w.e.f. 1^st May, 2018 in its Board Meeting held on 15^th May, 2018. The Board has placed on record the contribution made by Shri Harnish Bindra to the Company during his tenure.

Shri Vikram (DIN: 07555192), Independent Director of the Company tendered his resignation dated 15^th June, 2018 to the Company and same was acknowledged and further, taken on record by the Board of Directors w.e.f. 15^th June, 2018 in its Board Meeting held on 6^th July, 2018. The Board has placed on record the contribution made by Shri Vikram to the Company during his tenure.

Shri Pulkit Gupta (DIN: 07026809) was appointed on the Board of the Company as additional director w.e.f 15^th May, 2018 and due to his pre-occupations, he has placed his resignation dated 20^th June, 2018 to the Company and same was acknowledged and further, taken on record by the Board of Directors w.e.f. 20^th June, 2018 in its Board Meeting held on 6^th July, 2018.

Details of the proposal for the above Director is mentioned in the Explanatory Statement under section 102 of the Companies Act, 2013 of the Notice of the ensuing Annual General Meeting of the Company.

During the year, there was no change (appointment or cessation) in the office of KMP

DECLARATION ON INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director u/s 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 sub-section 3(c) and sub-section (5) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby states and confirms:-

i. that in preparation of the annual accounts, the applicable accounting standards had been followed and no material departures have been made from the same;

ii. that 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 as at the end of the financial year and of the loss of the Company for that period;

iii. that Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors had prepared the annual accounts on a going concern basis;

v. that the Directors had laid down the internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during FY 2017-18.

AUDIT COMMITTEE

The primary objective of the Committee is to monitor and provide effective supervision of the Managementâs financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The audit committee has met 4 times during the year, the details of which are given in the Corporate Governance Report. All recommendations of Audit Committee were accepted by the Board of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Listing Regulations, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company constantly endeavors to follow the corporate governance guidelines and best practices sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information regarding the Companyâs operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company.

A report on corporate governance, along with a certificate of compliance from the auditors, forms part of this report.

REVOCATION OF SUSPENSION OF TRADING ON NATIONAL STOCK EXCHANGE

The Shares of the Company are listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) and are compulsorily traded in dematerialization form. The entire Share Capital of the Company is listed on Bombay Stock Exchange and listing of 3,75,00,000 Shares of the Company was pending on NSE.

Further, the trading in shares of the Company was suspended on NSE. The Company was making its best efforts to revoke the suspension of such trading since few years and during the year, the Company was successful in getting the revocation of suspension of shares trading on NSE w.e.f. 1^st February, 2018 and now, the entire Share Capital of the Company including aforesaid 3,75,00,000 Shares are listed on NSE. Since onwards, shares of the Company are traded on both nationwide stock exchanges.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details as required is furnished in Annexure-III and is attached to this report. Further, there was no employee of the Company drawing remuneration in excess of the limits prescribed u/s 197 of Companies Act, 2013 read with rules made thereunder during the financial year.

NUMBER OF MEETINGS OF THE BOARD

The Board met five times during the Financial Year, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The intervening gap between any two meetings is within the period prescribed by the Companies Act, 2013.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED U/S 186

Particulars of loans given are provided under Note No. 40 to the standalone financial statement. Particulars of investment made are provided under Note No. 5, 6 and 11 to the Financial Statement provided in this Annual Report. The Company has not given any guarantee or security in connection with loan to any other body corporate or person.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY REFERRED TO IN SUB-SECTION 1 OF SECTION 188

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an armâs length basis.

During the year, the company has not entered into any contract or arrangement with related parties which could be considered âmaterialâ (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, transactions those are required to be reported in Form AOC-2 are enclosed as Annexure-IV.

A detailed report on contract & arrangement made during the financial year 2017-18 being armâs length transaction have been reported and annexed as Note No. 38 to the Standalone Financial Statement.

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

Information in accordance with the provision of Section 134 (m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014, regarding conservation of energy and technology absorption are not applicable to the Company. During the year under review, there is no foreign exchange earnings and outgo (Previous years -NIL).

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

There were no orders passed by any authority impacting the going concern status and companyâs operations in future.

POLICY ON DIRECTORSâ APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as Annexure-V respectively, which forms part of this report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Board of Directors of the Company have Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companyâs businesses, and has defined a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. At present there is no identifiable risk which in the opinion of the Board may threaten the existence of the Company.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED ON CORPORATE SOCIAL RESPONSIBILITIES (CSR) INITIATIVES

The role of CSR Committee is as under:-

(a) Formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company in compliance with the Companies Act, 2013 and rules thereunder.

(b) Recommend the amount of expenditure to be incurred on the activities as above,

The Company has in place a CSR policy in line with Schedule VII of the Companies Act, 2013. As per the policy the CSR activities are focused not just around the offices of the Company, but also in other geographies based on the needs of the communities. The main focus areas where CSR programmes of Oswalâs run are:

1. Eradicating hunger, poverty and malnutrition.

2. To support the medical treatment of cancer patients through Mohan Dai Oswal Cancer Hospital.

3. To provide residential houses to the weaker section of society.

4. To promote education among children and livelihood enhancement projects.

In view of absence of net profits of the Company calculated as per statutory requirements, no expenditure was incurred on CSR activities by the company during the year.

The annual report on CSR activities is furnished in Annexure-VI which forms part of this report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and relevant Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board has carried out the annual performance evaluation of its own performance and other Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment.

Performance evaluation of independent directors was done by the entire board, excluding the independent directors.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairperson was reviewed and evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors.

INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Board of Directors of the Company is responsible for ensuring that Internal Financial controls have been laid down in the Company and that such controls are adequate and operating effectively.

The foundation of Internal Financial Controls (âIFCâ) lies in the Oswal Code of Conduct (âOCOCâ), policies and procedures adopted by the Management, corporate strategies, annual business planning process, management reviews and the risk management framework.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the company. Based on the report of the internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. During the year the independent consultants have also been engaged for providing assistance in improvising IFC framework including preparation of Management Risk Control Matrix for various processes and deployment of Self Assessment Tool.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boardâs report.

The internal financial controls were in operation during the reporting period from April 1^st 2017 to March 31^st 2018. Our management assessed the effectiveness of the Companyâs internal control over financial reporting as of March 31^st 2018.

M/s Agarwal & Dhandhania, Chartered Accountants, audited the internal financial controls w.r.t. financial statements and expressed their unmodified opinion for the year ended 31^st March, 2018.

The audit committee reviews the reports submitted by the Internal Auditors in each of its meeting. Also, the audit committee at frequent intervals has independent sessions with the statutory auditor and the Management to discuss the adequacy and effectiveness of IFC.

Based on its evaluation as defined in Section 177 of Companies Act, 2013 and Regulation 18 of Listing Regulations, our audit committee has concluded that, as of March 31^st 2018, our internal financial controls were adequate and operating effectively.

SECRETARIAL STANDARDS

During the year, the Company has complied with the provisions of Secretarial Standards issued by the Institute of Company Secretaries of India to the extent applicable to the Company.

VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal and unethical behavior.

The Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed âVigil Mechanism Policyâ for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. which has been uploaded on the Companyâs website at the following link : http://www.oswalagromills.com/policy/VIGIL_MECHANISM_POLICY.pdf

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. During the year under review, no employee was denied access to the Chairman of the Audit Committee.

CODE OF CONDUCT

The members of the Board and senior management personnel have affirmed the compliance with Code applicable to them during the year ended March 31^st 2018. The annual report of the Company contains a certificate by the CEO and Whole Time Director in terms of Listing Regulations on the compliance declarations received from Independent Directors, Non-executive Directors and Senior Management.

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

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

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

HUMAN RELATIONS

The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by the employees of the Company during the year.

LISTING

Your Companyâs equity shares are listed at- Bombay Stock Exchange Ltd. (BSE), National Stock Exchanges of India Ltd (NSE), Delhi Stock Exchange Ltd (DSE), Calcutta Stock Exchange Association Ltd (CSE), Ahmedabad Stock Exchange Ltd (ASE), the U.P Stock Exchange Association Ltd (UPSE) and Chennai Stock Exchange Ltd (CSE).

As on date, the shares of the Company are not traded at DSE, CSE, ASE, UPSE and CSE, as all these stock exchanges have no operations.

The Equity Shares of the Company are frequently traded on Bombay Stock Exchange. The trading of Equity Shares of the Company was suspended on National Stock Exchange. During the reporting year, suspension of shares of the Company has been revoked and the trading in equity shares of the Company has also been started on National Stock Exchange of India w.e.f. 1^st February, 2018.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

By Order of the Board

For Oswal Agro Mills Limited

Place : New Delhi Aruna Oswal

Dated : 16.08.2018 Chairperson

DIN: 00988524

Mar 31, 2016

To,

The Members Oswal Agro Mills Limited

The Directors take the pleasure in presenting their 36^th Annual Report and Audited Financial Statement of the Company along with Auditors'' Report thereon for the year ended 31^st March, 2016.

Mr. Abhey Kumar Oswal, our founder Chairman left for his heavenly abode on 29^th March, 2016 in Russia where he was exploring new business opportunities for the Company. He was truly a visionary leader who devoted his life for the growth and development of the Company and its business.

The Board of Directors take on record the immeasurable contribution made by Mr. Abhey Kumar Oswal in the growth of the Company. His untiring efforts have led the Company to be amongst the most successful, growth oriented and respected companies in the country. After promoting this Company at his early age, he had set up two sugar mills at Phagwara (Punjab) and Dhanaura (U.P) and had taken over the petrochemical plant from Union Carbide at Chembur, Mumbai.

He provided a strong leadership to the Company and the board of directors, management and other employees will always feel the vacuum created by his sudden death.

The Board of Directors have now elected Mrs. Aruna Oswal as the Chairperson of the Company. Mrs. Aruna Oswal comes from a business family and was actively engaged in the management and running of business concerns prior to her appointment in Oswal Agro Mills Limited as Additional Director. She is International Director in Lions Club International and is widely travelled across the globe. She will continue to implement the vision and ideology of Mr. Abhey Kumar Oswal.

FINANCIAL HIGHLIGHTS (Rs. in thousands)

PARTICULARS	Current Year	Previous Year
	31.03.2016	31.03.2015
Operating & other Income	3,06,351.58	5,09,046.52
Profit/(Loss) before Depreciation & Provision for Taxation	66,858.43	1,85,238.35
Less : Depreciation	1,747.81	1,603.51
: Provision for Tax	17,402.32	38,564.00
: Deferred Tax	6,744.60	-
Profit/(Loss) after Depreciation & Tax	40,963.70	1,45,070.84
Add: Balance brought forward from Previous year	(4,90,241.95)	(6,35,282.97)
Less: Adjustment for Depreciation	-	29.82
Balance carried to Balance Sheet	(4,49,278.25)	(4,90,241.95)

REVIEW OF OPERATIONS & FUTURE OUTLOOK

During the year, the Company undertook trading activities in the real estate sector. The Company has earned Profit before tax of Rs.65110.62 thousands and Profit after tax of Rs.40963.70 thousands as against Profit before tax of Rs.183634.84 thousands and Profit after tax of Rs.145070.84 thousands in the previous year.

SUBSIDIARY COMPANY AND ASSOCIATES SUBSIDIARY

The Company has one subsidiary namely M/s Oswal Overseas Ltd. at UAE.

ASSOCIATE

The Company has two associate companies namely M/s Oswal Greentech Ltd. and M/s News Nation Network Private Limited. DIVIDEND

Yours directors are not recommending any dividend in view of requirements of funds for various projects being undertaken by the Company.

MATERIAL CHANGES

There are no material changes to report for.

PUBLIC DEPOSITS

The Company has not accepted or renewed any Deposit within the meaning of Section 73 to 76 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

STATUTORY AUDITORS AND THEIR REPORT

M/s T R Chadha & Co, Chartered Accountants, (Registration No. 006711N), the Statutory Auditors of the Company have converted their partnership firm into Limited Liability Partnership and thus changed their constitution w.e.f. 28^th December, 2015 and are known as M/s T R Chadha & Co LLP (A Limited Liability Partnership with LLP Identification No. AAF-3926). They are the Statutory Auditors of the Company till the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITORS AND THEIR REPORT

The Board has appointed M/s CT & Company, Company Secretaries, New Delhi to conduct Secretarial Audit for the F.Y. 2015-16. The Secretarial Audit report for the financial year ended 31^st March, 2016 is enclosed as Annexure-I. The said report does not contain any qualification, reservation and adverse remarks.

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The extract of Annual Return pursuant to the provisions of Section 92 read with rule 12 of the Companies (Management & Administration) Rules, 2014 is furnished in Annexure-II and is attached to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Bhola Nath Gupta, CEO & Director of the Company, who retire by rotation and being eligible, offers himself for re-appointment. Your Board of Directors recommend his re-appointment.

As required under Regulation 36 of SEBI Listing Regulations 2015, the requisite information of Mr. Bhola Nath Gupta, in the nature of brief resume, nature of expertise, companies in which he hold Directorship/Membership of Board Committees, shareholding in all Companies, forms part of the Notice of the Annual General Meeting.

In accordance with the provisions of Section 196, 197 read with schedule V and Section 203 of Companies Act, 2013 read with rules, the Board proposes the appointment with remuneration of Mr. Bhola Nath Gupta (DIN 00562338) as CEO and Director of the Company.

Mrs. Aruna Oswal is appointed as Additional Director and Chairperson of the Company w.e.f. 02.04.2016.

In compliance with the provisions of Section 160, the Company has received a notice from one of the member proposing appointment of Mr. Vikram (DIN 07555192) as the Non-Executive Independent Director of the Company for a period of five years. The Company has also received the requisite disclosures/declarations from Mr. Vikram as required under Section 149 and other applicable provisions of the Companies Act, 2013.

Details of the proposal for the appointment and remuneration of above Directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the Annual General Meeting.

Mr. Vishal Mishra (DIN 07238903), Independent Non-Executive Director of the Company placed his resignation dated 16.06.2016 to the Company and the same was acknowledged and taken on record by the Board of Directors w.e.f. 29.06.2016 in its Board Meeting held on 29.06.2016. The Board has placed on record the contribution made by Mr. Vishal Mishra to the Company during his tenure.

Mr. Abhey Kumar Oswal is no more on the Board of the Company w.e.f. 29^th March, 2016 due to his death.

During the year, Mr. R.P Jolly, Company Secretary of the Company was also demised on 23.01.2016. The Board of Directors placed on record their appreciation for the dedication and services rendered by Mr. R.P Jolly to the Company during the tenure of his services. To fill the casual vacancy of Company Secretary of the Company, the Board has appointed Ms. Pooja Daid as Company Secretary and Compliance officer of the Company w.e.f. 17.03.2016.

DECLARATION ON INDEPENDENT DIRECTORS

DIRECTORS'' RESPONSIBILITY STATEMENT:-

Pursuant to the requirement under Section 134 sub-section 3 (c) and sub-section (5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby stated and confirmed that:-

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

ii. that 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 as at the end of the financial year and of the profit of the Company for that period;

iii. that directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the directors had prepared the annual accounts on a going concern basis;

v. that the directors had laid down the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

vi. that directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDIT COMMITTEE

The audit committee has met 4 times and reviewed the financial statements for the each quarter/financial year ended at 31.03.2016 and has not given any adverse observations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI Listing Regulations, 2015 is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company has a strong legacy of fair, transparent and ethical governance practices. The directors present the Company''s report on Corporate Governance in compliance with Regulations 17 to 27 read with Schedule V and clauses (b) to (i) of Regulation 46 (2) and paragraph C, D and E of Schedule V of SEBI Listing Regulations 2015.

As per SEBI Listing Regulations 2015 a separate section on Corporate Governance practice followed by the Company, together with a certificate from the Company''s Statutory Auditor confirming compliance, forms an integral part of this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees in terms of remuneration drawn is furnished in Annexure-III and is attached to this report. Further, none of the employee of the Company is drawing remuneration in excess of the limits prescribed u/s 197 of the Companies Act, 2013 read with rules made there under during the financial year.

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met six times during the Financial Year 2015-16, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The intervening gap between any two meetings is within the period prescribed by the Companies Act, 2013.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED U/S 186

Particulars of loans given are provided under Note No. 2.32 to the financial statement. Particulars of investment made are provided under Note No. 2.9 and Note No. 2.11 to the Financial Statement provided in this Annual Report. The Company has not given any guarantee or security in connection with loan to any other body corporate or person.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY REFERRED TO IN SUB-SECTION (1) OF SECTION 188

With reference to Section 134 (3) (h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm''s length basis.

During the year, the Company has not entered into any contract or arrangement with related parties which could be considered ''material'' (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2.

A detailed report on related party disclosures during the financial year 2015-16 has been reported and annexed as Note No. 2.30 to the Standalone Financial Statement.

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

Information in accordance with the provision of Section 134 (m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014, regarding conservation of energy and technology absorption are not applicable to the Company. During the year under review, there are no foreign exchange earnings and outgo (Previous years-NIL).

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

POLICY ON DIRECTORS'' APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to Section 134(3) (e) and Section 178 (3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as Annexure- IV respectively, which forms part of this report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Board of Directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee 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.

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. The Board is responsible for preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, identifying and reviewing critical risks on regular basis.

The risks faced by the Company, their impact and their minimization procedures are assessed categorically under the broad heads of High, Medium and Low risks. The non-critical risks faced by the Company and their mitigation are also reviewed by the Board from time to time.

Further, the risks control systems are instituted to ensure that the risks in each business process are mitigated. The Board provides oversight and reviews the Risk Management Policy from time to time. The Board is responsible for framing, implementing and monitoring the risk management plan of the Company.

In the opinion of the Board, there has been no identification of elements of risk that may threaten the existence of the Company.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED ON CORPORATE SOCIAL RESPONSIBILITIES (CSR) INITIATIVES

The Company has in place a CSR policy in line with Schedule VII of the Companies Act, 2013. As per the policy, the CSR activities are focused not just around the offices of the Company but also in other geographies based on the needs of the communities.

The Company has actively contributed to âMohan Dai Oswal Cancer Treatment and Research Foundation" for providing medical facilities to the underprivileged.

The annual report on CSR activities in the prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-V.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. A structured questionnaire, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board''s focus, regulatory compliances and Corporate Governance, etc., is in place. Similarly, for evaluation of individual Director''s performance, the questionnaire covering various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc., is also in place. The Board members have submitted their response for evaluating the entire Board, respective committees of which they are members and of their peer Board members, including Chairman of the Board.

A separate meeting of Independent Directors was held on 9^th November, 2015 without the presence of Non-Independent Directors and the members of management discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non- Executive Directors. The Nomination and

Remuneration Committee has also carried out evaluation of every Director''s performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

INTERNAL FINANCIAL CONTROL SYSTEM

The Board has accepted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companies policies, safeguarding of its assets, prevention and detection of frauds and errors, adequacy and completeness of accounting standards and the timely preparation of reliable financial disclosures.

The Company''s internal control system is commensurate with the nature, size and complexities of operations. These systems are regularly reviewed by the statutory and internal auditors. Significant audit observations and follow up actions are reviewed by the audit committee. The Company has a well placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board. During the year the Internal auditors have also been engaged for providing assistance in improvising IFC framework including preparation of Management Risk Control Matrix for various processes and deployment of Self Assessment Tool.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The internal financial controls were in operation during the reporting period from 1^st April, 2015 to 31^st March, 2016. Our management assessed the effectiveness of the Company''s internal control over financial reporting as of 31^st March, 2016.

T R Chadha & Co LLP, Chartered Accountants, the statutory auditors have audited the financial statements. They have assessed the internal financial controls including the Entity Level Controls, Process Application and Transaction Controls and Information Technology General Controls.

The audit committee review reports have been submitted by the management and audit reports have been submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically.

The Company has a comprehensive risk management framework. The Company has in place a well-defined Whistle Blower Policy/ Vigil Mechanism. Compliance of secretarial functions is ensured by way of secretarial audit.

Based on its evaluation as defined in Section 177 of Companies Act 2013 and Regulation 18 of SEBI Listing Regulations 2015, the audit committee has concluded that as on 31^st March, 2016, the internal financial controls were adequate and operating effectively CODE OF CONDUCT

The Company''s Board has laid down a Code of Conduct for all Board Members and Senior Management Personnel (SMP) of the Company. The Code covers company''s commitment to the Corporate Social Responsibility and sustainable development, concern for occupational health, safety and environment, a gender friendly workplace, transparency and audit ability, legal compliance. The Code is available on the company''s corporate website.

All Board Members and SMP have given their affirmations of compliance with the code. A declaration to this effect signed by CEO & Managing Director is enclosed and forms part of the Annual Report.

HUMAN RELATIONS

The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by the employees of the Company during the year.

LISTING

Your Company''s equity shares are listed at- Bombay Stock Exchange Ltd. (BSE), National Stock Exchanges of India Ltd. (NSE), Delhi Stock Exchange Ltd. (DSE), Calcutta Stock Exchange Association Ltd. (CSE), Ahmedabad Stock Exchange Ltd. (ASE), the U.P Stock Exchange Association Ltd. (UPSE) and Chennai Stock Exchange Ltd. (CSE).

As on date, the shares of the Company are not traded at DSE, CSE, ASE, UPSE and CSE stock exchanges as all these stock exchanges have no operations.

The Company equity shares are frequently traded with Bombay Stock Exchange, Mumbai, whereas the revocation matter of trading in the shares of the Company is still under consideration with National Stock Exchange of India Ltd. (NSE), Mumbai.

ACKNOWLEDGEMENT

Your Company continues to occupy a place of respect among stakeholders, most of all our valuable customers. Your Directors would like to express their sincere appreciation for assistance and cooperation received from the vendors and stakeholders including financial institution, banks, government authorities, customers and other business associates, who have extended their valuable and sustained support and encouragement during the year under review. It will be the Company endeavor to build and nurture their links with its stakeholders. The directors express their appreciation of the dedicated and sincere services rendered by employees of the Company at various levels, to the growth & success of the Company.

By Order of the Board

For Oswal Agro Mills Limited

Place : New Delhi Anil Bhalla

Dated : 29.06.2016 Director

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 34th Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2014 and other accompanying reports, notes and certificates.

FINANCIAL HIGHLIGHTS (Rs in Lacs)

PARTICULARS Current Year Previous Year 31.03.2014 31.03.2013

Operating & other Income 1960.43 4735.35

Profit/(Loss) before Depreciation & Provision for taxation 1627.92 (764.98)

Less :Depreciation 16.46 12.71

: Provision for Tax 333.97 -

: Deferred Tax - -

Profit/(Loss) after Depreciation & Tax 1277.49 (777.69)

Add: Balance brought forward from Previous year (7630.32) (6852.63)

Balance carried to Balance Sheet (6352.83) (7630.32)

REVIEW OF OPERATIONS AND FUTURE OUTLOOK

During the year, the company has earned net profit of Rs.12.77 crores against the net loss of Rs.7.78/- crores in the previous year. During the year company was mainly engaged in Real Estate and investment activities. As you aware that the real estate development project at Chembur, Mumbai could not be started back due to the adverse judgement of the Hon''ble Supreme Court however the company has filed a review petition of the judgement. The future of this project is solely dependent on the outcome of the judgement. The company is exploring other possibilities in real estate sector.

DIVIDEND

With a view to conserve the resources for the business plans of the Company to develop real estate, the directors do not recommend any dividend for the year.

PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

MATERIAL CHANGES

There are no material changes affecting the affairs of the Company since the date of Balance Sheet and upto the date of this report.

AUDITORS AND AUDITORS REPORT

M/s T. R. Chadha & Co., Chartered Accountants, ( Firm Registration No. 006711N), as the Statutory Auditors of the Company holds office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed U/s 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of section 141 of the Companies Act, 2013.

As per the recommendation of the Audit Committee, the Board of Directors proposes the re-appointment of T.R. Chadha & Co., Chartered Accountants as Statutory Auditor of the Company.

The Report of Auditors'' on Audited Annual Accounts of the company for the Financial Year 2013-2014 forms part of the Annual Report and is selfÂexplanatory and do not require any further comments.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Abhey Kumar Oswal, Director of the Company will retire at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Your directors recommend his re-appointment.

The Company has also received the requisite disclosures/declarations from Mr. Anuj Sharma as required under Section 149 and other applicable provisions of the Companies Act, 2013.

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Anuj Sharma as Independent Director for five consecutive years.

Details of the proposal for the appointment of above director are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the Annual General Meeting. The Company has received requisite notice in writing from members proposing Mr. Abhey Kumazr Oswal as Director and Mr. Anuj Sharma as Independent Director of the Company.

Mr. Sunil Kumar Kulshrestha has resigned from the directorship of the Company w. e. f. 25th June, 2014. The matter we considered by the Board in its meeting held on 27th June, 2014. The Board has placed on record its appreciation of the contribution made by Mr. Sunil Kumar Kulshrestha during his tenure.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby states and confirms:

^^ Â¦ Â« Â« Oswal Agro Mills Limited

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed by the Company and there are no material departure from the applicable accounting standards;

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the year ended 31st March, 2014;

iii) that the directors had taken 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; and

iv) that the annual accounts have been prepared on going concern basis.

AUDIT COMMITTEE

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2014 and has not given any adverse observations. It has also recommended the re-appointment of M/s T.R. Chadha & Company, Chartered Accountants as statutory auditors of the Company

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges is reproduced in a separate section elsewhere in the Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to achieving and maintaining high standards of Corporate Governance and places high emphasis on business ethics. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The company has complied with the corporate governance requirements, as stipulated under clause 49 of the listing agreement and the stipulated certificate of compliance is contained in this Annual Report.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956, and the relevant rules made there under.

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

The Management is highly conscious with regard to the conservation of energy at all operational levels. Adequate measures are taken to reduce energy consumption whenever possible by using energy efficient equipments. The requirement of disclosure of the particulars as required u/s 217 (e) of the Companies Act, 1956 read with (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable as the Company''s plants were not in operation during the year. During the year under review, the foreign exchange earnings of the Company was NIL (Previous years -NIL) and foreign outgo of the Company was nil (Previous year nil).

SUBSIDIARY COMPANY AND ASSOCIATES

Subsidiary

The company has M/s. Oswal Overseas Limited in UAE as wholly owned subsidiary.

Associate

As at March 31, 2014, Oswal Agro Mills Limited had 2 associate companies as disclosed in the accounts.

The accounting of subsidiaries, associates and joint ventures have been done in consolidated financial statements in accordance with the Relevant Accounting Standards.

EMPLOYEE RELATIONS

The industrial relations continued to be cordial and harmonious. Your Directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

LISTING

Your Company''s equity shares are listed on following Stock Exchange namely - National Stock Exchanges of India Ltd. (NSE), Bombay Stock Exchange Ltd. (BSE), Delhi Stock Exchange Ltd (DSE), Calcutta Stock Exchange Association Ltd (CSE), Ahmedabad Stock Exchange Ltd (ASE), The Ludhiana Stock Exchange Ltd (LSE), The U.P. Stock Exchange Association Ltd (UPSE) and Madras Stock Exchange Ltd (MSE). As on date the shares of the Company are not traded in any of these Stock Exchanges i.e. DSE, CSE, ASE, LSE, UPSE and MSE because all these stock exchanges are not in operation/or working.

Company equity shares are frequently traded with Stock Exchange Mumbai, whereas the revocation matter of trading in the shares of the company is still under consideration with National Stock Exchange of India Ltd. (NSE), Mumbai.

ACKNOWLEDGEMENT

Your directors take this opportunity to thank and deeply acknowledge the Co-operation, assistance and support extended by various Government Departments, Banks and Shareholders during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the executives, staff members and employees of the Company at various levels, to the growth & success of the Company.

For and on behalf of the Board Oswal Agro Mills Limited

Anil Bhalla Director

Place : New Delhi Date : 24.07.2014

Mar 31, 2012

To, The Members of Oswal Agro Mills Limited

The Directors have pleasure in presenting the 32nd Annual Report along with the Audited Statement of Accounts of the Company for the Financial Year Ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

PARTICULARS Current Year Previous Year 31.03.2012 31.03.2011

Operating & other Income 1375 1536

Profit/(Loss) before Depreciation & Provision for taxation (4652) 328

Less : Depreciation 13 12

: Provision for Tax - 70

: FBT - -

: Deferred Tax - -

Profit/ (Loss) after Depreciation & Tax (4665) 246

Add: Balance brought forward from Previous year (2188) (2434)

Balance carried to Balance Sheet (6853) (2188)

REVIEW OF OPERATIONS AND FUTURE OUTLOOK

During the year, the company has suffered a net loss of Rs. 46.65 crores against net profit of Rs. 9.84 crores in the previous year. The income of the company is mainly from the investments and the loss suffered are due to writing off various inventory items which were continuously carried in the books of account despite their being of no value / use. The company's joint development activities for the development of Real Estate suffered a set back due to the judgement of Hon'ble High Court of Mumbai which stayed the developmental activities at the site of the company. The company has filed a special writ petition before the Hon'ble Supreme Court of India which has been admitted for regular hearing. Due to this order of Hon'ble High Court, the developmental activities have been stopped. The Company expects a fair decision in the matter by the Hon'ble Supreme Court of India, soon.

The company is exploring various business possibilities abroad and in India and hopes to achieve growth in the coming year.

DIVIDEND

With a view to conserve the resources for the business plans of the Company to develop real estate, the directors do not recommend any dividend for the year.

PUBLIC DEPOSITS

Your Company has not accepted any deposits with in the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

MATERIAL CHANGES

There are no material changes affecting the affairs of the Company since the date of Balance Sheet and up to the date of this Report.

AUDITORS' REPORT

The Auditors' report on audited accounts for the Financial Year 2011-2012 has nil qualification. The observations and comments given by Auditors in their report read together with notes to Accounts are self explanatory.

AUDITORS

T.R. Chadha & Co., Chartered Accountants, the existing auditors of the company retires at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their re-appointment.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Sunil Kumar Kulshrestha, Director of the Company will retire at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Your directors recommend his re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed by the Company.

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the loss of the Company for the year ended 31st March, 2012.

iii) that the directors had taken 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.

iv) that the annual accounts have been prepared on going concern basis.

AUDIT COMMITTEE

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2012 and has not given any adverse observations. It has also recommended the re-appointment of M/s T.R. Chadha & Company, Chartered Accountants as statutory auditors of the Company.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange(s), Corporate Governance Report and Management Discussion & Analysis Reports are annexed as Annexure-I and Annexure-II.

Your company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provisions of Clause 49 of the listing Agreement of the Stock Exchanges. Separate report on Corporate Governance and Management Discussion and analysis are included in the Annual Report.

A certificate from the Company Secretary in practice regarding the compliance of conditions of Corporate Governance is place herewith.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956, and the relevant rules made there under.

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

The particulars of conservation of Energy and Technology absorption as per Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable as the Company's plants were not in operation during the year. During the year under review, the foreign exchange earnings of the Company was NIL (Previous years -NIL) and foreign outgo of the Company was nil (Previous year nil)

SUBSIDIARY COMPANY

The Company has a wholly owned subsidiary company named 'Oswal Overseas Ltd.' in UAE for pursuing various international projects.

EMPLOYEE RELATIONS

The industrial relations continued to be cordial and harmonious. Your Directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

Listing

Your Company's equity shares are listed on following Stock Exchange - National Stock Exchanges of India (NSE), Bombay Stock Exchange Ltd. (BSE), Delhi Stock Exchange Ltd (DSE), Calcutta Stock Exchange Association Ltd (CSE), Ahmadabad Stock Exchange Ltd (ASE), The Ludhiana Stock Exchange Ltd (LSE), The U.P Stock Exchange Association Ltd (UPSE) and Chennai Stock Exchange Ltd (CSE). As on date the shares of the Company are not traded in any of these Stock Exchanges i.e. DSE, CSE, ASE, LSE, UPSE and CSE because all these stock exchanges are not in operation / working where as the trading in the share of the company has been started with THE BOMBAY STOCK EXCHANGE LIMITED w.e.f. 8th May, 2012 and the matter of revocation of suspension of trading in the shares of the company is still pending with NSE.

ACKNOWLEDGEMENT

Your directors take this opportunity to thank and deeply acknowledge the Co-operation, assistance and support extended by various Government Departments, Banks and Shareholders.

For and on behalf of the Board

OSWAL AGRO MILLS LIMITED

Place : New Delhi ABHEY KUMAR OSWAL

Date : 09.08.2012 CHAIRMAN

Mar 31, 2011

To The Members of Oswal Agro Mills Limited

The Directors have pleasure in presenting the 31st Annual Report along with the Audited Statement of Accounts of the Company for the Financial Year Ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

PARTICULARS Current Year Previous Year 31.03.2011 31.03.2010

Operating & other Income 1536 804

Profit/(Loss) before Depreciation & Provision for taxation 328 163

Less : Depreciation 12 12

: Provision for Tax 70 24

: FBT - 2

: Deferred Tax - -

Profit/ (Loss) after Depreciation & Tax 246 125

Add: Balance brought forward from Previous year (2434) (2558)

Balance carried to Balance Sheet (2188) (2434)

REVIEW OF OPERATIONS AND FUTURE OUTLOOK

During the year under review, the Company achieved a gross income of Rs.1536 lacs and a Profit before Tax (PBT) of Rs.328 lacs as compared to gross income Rs.804 lacs and a Profit before Tax (PBT) of Rs.163 lacs in the previous year.. During the year Company was mainly engaged in investment activities. On the real estate development business, the Company has entered into a joint development agreement for the development of its land at Chembur, Mumbai with Oswal Chemicals & Fertilizers Ltd. and has obtained necessary Government approvals. Real estate sector in India is growing at an annual 10% and there is not enough real estate to fulfill the requirement of housing which is required in Mumbai. This project will not only bring lot of prestige to the Company but will also be bringing substantial gains to the wealth of investors. The future outlook for the real estate sector looks encouraging.

DIVIDEND

With a view to conserve the resources for the business plans of the Company to develop real estate, the directors do not recommend any dividend for the year.

PUBLIC DEPOSITS

Your Company has not accepted any deposits with in the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

MATERIAL CHANGES

There are no material changes affecting the affairs of the Company since the date of Balance Sheet and up to the date of this Report.

AUDITORS' REPORT

The Auditors' report on audited accounts for the year 2010-2011 contains qualifications regarding non-accounting for the fluctuation in the exchange rate on interest free export advance received.

The Management is of the view that no reinstatement is required in view of the facts of the case.

AUDITORS

M/s T. R. Chadha & Co., Chartered Accountants, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed U/s 224(1B) of the Companies Act, 1956. M/s T. R. Chadha & Co., Chartered Accountants, are required to be re-appointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. The Audit Committee has also recommended their appointment.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Abhey Kumar Oswal, Director of the Company will retire at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re- appointment. Your directors recommend his re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed by the Company.

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended 31st March, 2011.

iii) that the directors had taken 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.

iv) that the annual accounts have been prepared on going concern basis.

AUDIT COMMITTEE

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2011and has not given any adverse observations. It has also recommended the re-appointment of M/s T.R. Chadha & Company, Chartered Accountants as statutory auditors of the Company.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange(s), Corporate Governance Report and Management Discussion & Analysis Reports are annexed as Annexure-I and Annexure-II.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956, and the relevant rules made there under.

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

The particulars of conservation of Energy and Technology absorption as per Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable as the Company's plants were not in operation during the year. During the year under review, the foreign exchange earnings of the Company was NIL (Previous years -NIL) and foreign outgo of the Company was nil (Previous year nil)

SUBSIDIARY COMPANY

The Company has a wholly owned subsidiary company named 'Oswal Overseas Ltd.' in UAE for pursuing various international projects.

EMPLOYEE RELATIONS

The industrial relations continued to be cordial and harmonious. Your Directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

Listing

Your Company's equity shares are listed on following Stock Exchange Ã National Stock Exchanges of India (NSE), Bombay Stock Exchange Ltd. (BSE), The Delhi Stock Exchange Ltd., The Calcutta Stock Exchange Association Ltd., The Ahmedabad Stock Exchange Ltd., The Ludhiana Stock Exchange Ltd., The U.P. Stock Exchange Association Ltd. and Madras Stock Exchange Ltd. As on date the shares of the Company are not traded in any of these Stock Exchanges because all these stock exchanges are not in operation / working. The company has complied with all the conditions of NSE and BSE respectively and has requested the exchanges to revoke the suspension order for the trading of the shares of the company at the earliest.

ACKNOWLEDGEMENT

Your directors take this opportunity to thank and deeply acknowledge the Co-operation, assistance and support extended by various Government Departments, Banks and Shareholders.

For and on behalf of the Board

Place : New Delhi ABHEY KUMAR OSWAL

Date : 10.08.2011 CHAIRMAN

Mar 31, 2010

The Directors have pleasure in presenting the 30th Annual Report along with the Audited Statement of Accounts of the Company for the Financial Year Ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Current Year Previous Year 31.03.2010 31.03.2009

Operating & other Income 804 277

Profit/(Loss) before Depreciation & Provision for taxation 163 (1388)

Less:Depreciation 12 11

: Provision for Tax 24 --

: FBT 2 --

: Deferred Tax - (71)

Profit/ (Loss) after Depreciation & Tax 125 (1328)

Add : Balance brought forward from Previous year (2558) (1230)

Balance carried to Balance Sheet (2434) (2558)

REVIEW OF OPERATIONS AND FUTURE OUTLOOK

During the year under review, the gross income of the company was Rs.163 lacs before tax and net profit after tax was Rs 125 Lacs as compared to a loss of Rs.1328 Lacs of previous year. The general economic condition of the Real Estate Sector in India is yet to recover fully, therefore, the company is adopting a cautious approach towards the real estate sector. During the year, the company has earned income from interest of Rs.732 Lacs and no activities in Real Estate Sector were undertaken. The future outlook looks bright as the real estate sector is also showing signs of recovery. The company has also acquired marketing and distribution rights of PT Garda Tujuh Buana Tbk, Indonesia through its subsidiary company Oswal Overseas Ltd. The international demand for coal is showing an increasing trend and the company will maximise the gains by supplying the coal produced by the Indonesian company in the international market.

DIVIDEND

With a view to conserve the resources for the business plans of the Company to develope real estate, the directors do not recommend any dividend for the year.

PUBLIC DEPOSITS

Your Company has not accepted any deposits with in the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

MATERIAL CHANGES

There are no material changes affecting the affairs of the Company since the date of Balance Sheet and up to the date of this Report.

AUDITORS REPORT

The Auditors report on audited accounts for the year 2009-2010 contains qualifications regarding non-accounting for the fluctuation in the exchange rate on interest free export advance received, non accounting of interest income on loans given to certain enterprises under an arbitration award and non confirmation/ reconciliation of certain balances and shareholders approval for making donations as per section 293 (1) (e) of the Companies Act, 1956.

The Management is of the view that necessary adjustment for exchange rate fluctuations will be made as and when litigation is finalized. Interest on loans given to certain enterprises has not been accounted for as the recovery thereof is uncertain due to losses incurred by the borrowers. The reconciliation with certain parties and their confirmation is in process. The shareholders approval for making donations is being sought in the ensuing Annual General Meeting of the Company.

AUDITORS

M/s T. R. Chadha & Co., Chartered Accountants, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed U/s 224(1B) of the Companies Act, 1956. M/s T. R. Chadha & Co., Chartered Accountants, are required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. The Audit Committee has also recommended their appointment.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Bhola Nath Gupta, Director of the Company will retire at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Your directors recommend his re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed by the Company.

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended 31st March, 2010.

iii) that the directors had taken 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.

iv) that the annual accounts have been prepared on going concern basis.

AUDIT COMMITTEE

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2010 and has not given any adverse observations. It has also recommended the re-appointment of M/s T.R. Chadha & Company, Chartered Accountants as statutory auditors of the Company.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange(s), Corporate Governance Report and Management Discussion & Analysis Reports are annexed as Annexure-I and Annexure-II.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956, and the relevant rules made there under.

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

The particulars of conservation of Energy and Technology absorption as per Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable as the Companys plants were not in operation during the year. During the year under review, the foreign exchange earnings of the Company was NIL (Previous years -NIL) and foreign outgo of the Company was nil (Previous year nil)

SUBSIDIARY COMPANY

The Company has a wholly owned subsidiary company named ÃOswal Overseas Ltd.Ã, in UAE for pursuing various international projects. During the year Oswal Overseas Ltd. has entered into an agreement with PT Garda Tujuh Buana Tbk, a company registered and listed under the laws of Republic of Indonesia for acquiring sole marketing and distribution rights for the coal produced by the Indonesian Company.

The company has promoted a wholly owned subsidiary company in the month of April 2010 named ÃCHEMBUR TOWNSHIP PRIVATE LIMITEDÃ in India for purusing the real estate projects.

EMPLOYEE RELATIONS

The industrial relations continued to be cordial and harmonious. Your Directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

LISTING

Your Companys equity shares are listed on following Stock Exchanges- National Stock Exchange of India Ltd. (NSE), Bombay Stock Exchange Ltd. (BSE), Delhi Stock Exchange Ltd, Calcutta Stock Exchange Association Ltd., Ahmedabad Stock Exchange Ltd., The Ludhiana Stock Exchange Ltd., The U.P. Stock Exchange Association Ltd. And Madras Stock Exchange Ltd As on date the shares of the Company are not traded in any of the Stock Exchanges. Whereas the securities of the Company has been suspended from National Stock Exchange & Bombay Stock Exchange respectively. The Companys request for allowing the trading of the shares is pending with both of these exchanges.

ACKNOWLEDGEMENT

Your directors take this opportunity to thank and deeply acknowledge the Co-operation, assistance and support extended by various Government Departments, Banks and Shareholders.

For and on behalf of the Board Place : New Delhi ABHEY KUMAR OSWAL

Date : 12.08.2010 CHAIRMAN

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