Octavius Plantations Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors are delighted to present the 41^st Annual Report on the business and operations
of Octavius Plantations Limited the ("Company") along with the summary of Standalone Audited
Financial Statements for the year ended March 31, 2025.

In compliance with the applicable provisions of the Companies Act, 2013, (''the Act''), the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI
Listing Regulations''), this Board''s Report is prepared based on the standalone financial statements of
the Company for the year under review.

1. COMPANY OVERVIEW:

OCTAVIUS PLANTATIONS LIMITED is a public limited company incorporated on 26^th June 1984 under
The Companies Act, 1956 and having its registered office at E-40/3, OKHLA INDUSTRIAL AREA,
PHASE-2 NEW DELHI NEW DELHI South Delhi - 110020.

2. FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY

During the year under review, performance of your company as under: (in lakhs.)

Particulars	2024-2025 (Rs.)	2023-2024 (Rs.)
Total Revenue	2,875.57	2,445.14
Total Expenses	2,780.31	2,249.58
Net Profit Before Tax	95.25	195.56
Tax Expense	8.24	17.48
Net Profit After Tax	87.11	178.08
Earnings per Equity share (a) Basic and Diluted	2.90	5.94
No. of Equity Share (face value of Rs. 10 each)	3000000	3000000

3. OPERATION/ STATE OF COMPANY''S AFFAIRS

During the year under review, your Company recorded the turnover of Rs. 2,875.57
against last year Rs. 2,445.14. Your Directors are making all out efforts to improve the
performance of the Company in the current year.

The Management looks the future with optimism and hopes to do better in year to come.

4. SETTING UP OF NEW HORIZON: FUTURE PLANS FOR RESORT DEVELOPMENT IN ADDITION TO
OUR SPRAWLING PLANTATIONS

We have honoured the heritage and flavors of our region through our exceptional coffee. Over
the years, we''ve earned a reputation for quality and authenticity, becoming a trusted name
among coffee enthusiasts worldwide. Now, as we venture into the world of hospitality, we
bring the same dedication and expertise to create unforgettable experiences for our guests.

5. REGISTERED OFFICE AND CORPORATE OFFICE OF THE COMPANY

Pursuant to Section 12 of The Companies Act, 2013 and any other applicable provisions of
The Companies Act, 2013 and Rules made thereunder (including any statutory
modifications and re-enactment thereof for the time being in force), the Company has its
Registered Office E-40/3, Okhla Industrial Area, Phase -II, New Delhi - 110020.

6. DIVIDEND

In view of strengthening the financial position of the Company and to enhance the
reserve base of the Company, the Directors have not recommended any dividend during
the financial year 2024-25.

7. RESERVES

During the year, the Company has total comprehensive Income of Rs. 177.44 (in Lakhs).

As permitted under the Act, the Board does not propose to transfer any amount to
general reserve and has decided to retain the entire amount of profit for FY 2024-25 in
the retained earnings.

8. SHARE CAPITAL & LISTING

As on 31st March, 2025, the Company has Authorised Share Capital of Rs.3,00,00,000/-.

During the period under review, the Company has not increased its authorised share
capital and not issued any other kind of securities.

9. LISTING STATUS

Your Company has paid the Annual Listing Fees for the Financial Year 2025-26 to the BSE
Limited where the shares of the company are listed.

10. PARTICULARS OF EMPLOYEES

During the year under review, none of the employee of the company has drawn salary in
excess of the limits as specified under rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,2014.

11. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES AS PER THE
COMPANIES ACT, 2013:

The Company does not have any holding, subsidiary, joint venture and associate
companies as per The Companies Act, 2013 as on March 31, 2025.

12. QUALITY INITIATIVE

The Company continues to sustain its commitment to the highest levels of quality,
superior service management, robust information security practices and mature business
continuity management by successfully completing annual re-certification/surveillance
audits for various industry standards and models.

13. BOARD MEETINGS, BOARD OF DIRECTORS & COMMITTEES OF DIRECTORS

A. Board Meetings

The Board meetings are convened regularly to review and determine the Company''s business
policies and strategies, alongside other key governance matters. It maintains robust
operational oversight with quarterly meetings featuring comprehensive presentations.

The Board of Directors of the Company met 09 times during the financial year i.e.,
01.04.2024, 29.05.2024, 12.08.2024, 1.09.2024, 06.09.2024, 13.11.2024, 25.11.2024,
29.01.2025 and 12.02.2025 The gap intervening between two meetings of the board is in
accordance with the provisions of the Companies Act, 2013 (hereinafter "the Act").

B. Board of Directors

The Board of the Company is comprised of eminent persons with proven competence
and integrity. Besides the experience, strong financial acumen, strategic astuteness and
leadership qualities, they also have a significant degree of commitment towards the
Company and devote adequate time to the meetings and preparation.

As on March 31, 2025, the Board consist of 4 Directors comprising of 2 Independent
Directors, 1 Non-Executive and 1 Executive Directors; In terms of the requirement of the
SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies
of the Directors in the context of the Company''s businesses for effective functioning.

In the opinion of the Board, all the Directors, including the Directors re-appointed during
the year under review possess the requisite experience & expertise and hold high
standards of integrity.

Mrs. Princi Jain (DIN: 08373160) Non-Executive, Non-Independent Director of the
Company, who retired by rotation in terms of Section 152(6) of the Act, was re-appointed
by the Members at the 40^th Annual General Meeting held on 30 Sep 2024.

The present Composition of the Board of Directors is in compliance with the provision of
section 149 of the Companies Act, 2013

Re-appointment of Director retiring by rotation

In terms of the provisions Section 152(6) of the Act, Mrs. Princi Jain (DIN: 08373160)
Non-Executive, Non-Independent Director of the Company, retires by rotation at the
ensuing Annual General Meeting. A resolution seeking her re-appointment, forms part of
the Notice convening the ensuing Annual General Meeting scheduled to be held on

September 29, 2025. The profile along with other details of Mrs. Princi Jain are provided
in the annexure to the Notice of the AGM.

Pecuniary relationship or transactions with the Company

During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission as applicable and reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board/ Committee(s) of the Company, If any.

KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the following are the Key Managerial Personnel ("KMPs") of the
Company as per Sections 2(51) and 203 of the Act:

a) Mr. Raj Kumar Jain, Whole Time Director & Chief Executive Officer,

b) Mrs. Princi Jain, Non-Executive Director,

c) Mr. Nagaraj M Ramachandra Rao, Chief Financial Officer

d) Ms. Suman Negi, Company Secretary & Compliance Officer

C. Declaration by Independent Director(s)

The Company has received necessary declaration from independent directors under
Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013.

D. Committees of the Board

The Company has the following Committees of the Board:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders'' Relationship Committee

1. Audit Committee: The details of the Committee along with composition of Company''s Audit
Committee given below. During the year there were no instances where the Board had not
accepted the recommendations of the Audit Committee.

2. Nomination and Remuneration Committee: The details of the Committee along with the
composition and meetings held during the year under review are provided below. It
recommends to the Board, inter alia, the Remuneration Package of Directors and Key and
other Senior Managerial Personnel.

The policy for evaluation of Directors which contains evaluation criteria; such criteria include
contributing to, monitoring and reviewing etc. and has acted upon the same. The particulars
required to be furnished relating to the Policy on Directors'' appointment and remuneration
including criteria for determining qualification, positive attributes and independence of a
Director and other related matters including remuneration of employees has been uploaded
on the website of the Company.

3. Stakeholders Relationship Committee: Details of the Committee along with composition and
meetings held during the year under below.

S. No	Name of the Committee	Composition of the Committee
1	Audit Committee	1. Ms. B C Poonamma Chairperson 2. Mr. Anil kumar Ravindran Member 3. Mr. Raj Kumar Jain Member
2	Nomination and Remuneration Committee	1. Ms. B C Poonamma Chairperson 2. Mr. Anil kumar Ravindran Member 3. Mr. Raj Kumar Jain Member
3	Stakeholders RelationshipCommittee	1. Ms. Princi Jain Chairperson 2. Ms. B C Poonamma Member 3. Mr. Raj Kumar Jain Member

14. Corporate Social Responsibility

As per Section 135 (1) of the Companies Act, 2013, the Company doesn''t require to constitute
CSR Committee during the financial year 2024- 2025.

However, your Company is committed to the principles of sustainable development and
consistently carries out initiatives in the area of corporate social responsibility to benefit the
communities that it interacts with during the course of business.

11. Policy on Directors'' appointment and remuneration

The policy of the Company on Directors'' appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under Sub-section (3) of Section 178 of the Companies Act, 2013. We affirm that the
remuneration paid to the directors is as per the terms laid out in the nomination and
remuneration policy of the Company is uploaded on www.octaviusplantations.com at
investors column.

Further Board affirm that the remunerations payable by the Company is as per provision of
the Companies Act, 2013 and the rules made thereunder.

12. Independent Directors'' Meeting

During the year under review, the Independent Directors met on 25.03.2025, inter alia, to discuss:

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

b. Evaluation of the quality, content and timelines of flow of information between the Management

c. and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

13. Details of Establishment of Vigil Mechanism/Whistle Blower Policy for Directors and

Employees

The Company''s vigil mechanism allows the Directors and employees to report their concerns about
unethical behaviour, actual or suspected frauds or violation of the code of conduct /business ethics
as well as to report any instance of leak of Unpublished Price Sensitive Information. The vigil
mechanism provides for adequate safeguards against victimization of the Director(s) and
employee(s) who avail of this mechanism. No person has been denied access to the Chairman of

the Audit Committee. The Whistle-Blower Policy of the Company can be accessed on the
Company''s website at: https://www.octaviusplantations.com/

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

The Company has zero tolerance for sexual harassment at the workplace and has formulated 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 for prevention and redressal of complaints of sexual
harassment at workplace. Awareness programs were conducted by the Company, details of which
can be accessed at https://www.octaviusplantations.com/

15. Statutory Auditors

Based on the recommendation of the Audit Committee and the Board of Directors,
Members of the company at the Annual General Meeting held on December 26, 2022,
appointed M/s. V.SINGHI & ASSOCIATES, Chartered Accountants, as statutory auditors of the
Company to hold office for a term of five years from the conclusion of this meeting until
the conclusion of Annual General Meeting to be held in the year 2026-27 and authorized
the Board to finalize the terms and conditions of re-appointment, including remuneration
of the Statutory Auditor for the period, based on the recommendation of the Audit
Committee.

The Statutory Auditors'' Report does not contain any qualifications, reservations, adverse
remarks or disclaimers. Statutory Auditors of the Company have not reported any fraud as
specified under Section 143(12) of the Act, in the year under review.

Further, Statutory Auditors in their report expressed an unmodified opinion on the
adequacy and operating effectiveness of the Company''s internal financial controls.

Observations by the Statutory Auditor are self-explanatory need not to elaborate
further. Our management has reviewed and taken note of the same

16. Secretarial Auditors

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations
and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the
Board of Directors have approved the appointment and remuneration of Mr. Suprabhat
Chakraborty, Company Secretary in Practice (ACS No. 41030, Certificate of Practice No.
15878) as the Secretarial Auditor of the Company for a term of five (5) consecutive
years, effective from April 1, 2025 till March 31, 2030. The Board has recommended his

appointment for approval of the Members at the ensuing Annual General Meeting
(AGM).

A brief profile and other relevant details of Mr. Suprabhat Chakraborty are provided in
the Notice convening the ensuing AGM.

Mr. Suprabhat Chakraborty has consented to act as the Secretarial Auditor of the
Company and confirmed that his appointment, if approved, would be within the limits
prescribed under the Companies Act, 2013 and SEBI LODR Regulations. He has further
confirmed that he is not disqualified to be appointed as the Secretarial Auditor under
the applicable provisions of the Act, rules made thereunder, and SEBI Listing
Regulations.

The Secretarial Audit Report for the Financial Year ended March 31, 2025, issued by the
Secretarial Auditor, does not contain any qualification, reservation, adverse remark or
disclaimer. The said Report is annexed to this Board''s Report as Annexure-4.

Comments on Secretarial Auditors'' report

Mr. Suprabhat Chakraborty, Company Secretary has given secretarial audit report
wherein it is observed that:

a) Independent Directors of the company have not clear online self -assessment
proficiency test as per the companies (Appointment and Qualification of Directors)
Rules, 2014.

17. INTERNAL AUDITORS:

M/s. Ravinder K Goyal, Chartered Accountant (Firm Registration Number: 013997N)
have been appointed as Internal Auditors of the Company by complying with the
provisions of Section 138 (1) of The Companies Act, 2013 read with Rule 13 of The
Companies (Accounts) Rules, 2014.

18. INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS, 2015:

There have been no instances reported by the Auditors to the Audit Committee or the
Board under Section 143 (12) of The Companies Act, 2013.

19. INDIAN ACCOUNTING STANDARDS, 201

The annexed financial statements complies in all the material aspects with The Indian
Accounting Standards (IND AS) notified under Section 133 of The Companies Act, 2013
read with The Companies (Indian Accounting Standards) Rules, 2015 and other relevant
provisions of The Companies Act, 2013.

20. RELATED PARTY TRANSACTIONS

The Company has a well-defined process of identification of related parties and transactions with
related parties, its approval and review process. The Policy on Related Party Transactions as
formulated by the Audit Committee and the Board is hosted on the Company''s website and can
be assessed at https://www.octaviusplantations.com/. During the year under review, the Board
of Directors had revised the Policy on Related Party Transaction in order to align the said policy
with the amendments made in Regulation 23 of SEBI Listing Regulations.

All contracts, arrangements and transactions entered by the Company with related parties during
FY 2024-25, were in the ordinary course of business and on an arm''s length basis and were
carried out with prior approval of the Audit Committee. All related party transactions that were
approved by the Audit Committee were periodically reported to the Audit Committee. Prior
approval of the Audit Committee was obtained for the transactions which were planned and/or
repetitive in nature and omnibus approvals were also taken as per the policy laid down for
unforeseen transactions.

In FY 2024-25, none of the contracts, arrangements and transactions with related parties,
required approval of the Board/ Shareholders under Section 188(1) of the Act and Regulation
23(4) of the SEBI Listing Regulations.

None of the transactions with related parties are material in nature or falls under the scope of
Section 188(1) of the Act. The information on transactions with related parties pursuant to
Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form
No. AOC-2 does not apply to the Company for the FY 2024-25 and hence the same is not
provided. The details of the transactions with related parties during FY 2024-25 are provided in
the accompanying financial statements.

21. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per
Section 92(3) of the Act for the financial year ended March 31, 2025, is available on the
Company''s website and can be accessed at https://www.octaviusplantations.com/ In terms of
Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return shall be filed with the Registrar of Companies, within prescribed timelines.

22. PARTICULARS OF EMPLOYEES

The information containing details of employees as required under Section 197 of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided in this report

The statement containing names of top ten employees in terms of remuneration drawn and the
particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in a separate annexure forming part of this report.

Further, the report and the accounts are being sent to the Members excluding the aforesaid
annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any
Member interested in obtaining a copy of the same may write to the Company Secretary.

23. Directors'' Responsibility Statement

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 including the audit of internal financial controls over financial
reporting by the statutory auditors and the reviews performed by the 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 operating
effectively during FY 2024-25.

Pursuant to Section 134 of the Act, the Board of Directors, to the best of their
knowledge and ability, confirm that for the financial year ended March 31, 2025:

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

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

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

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

e) the directors, had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively

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

24. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declaration to the Company
under Section 149(7) of The Companies Act, 2013; that they meet the criteria of
independence as provided under Section 149(6) of The Companies Act, 2013 read with
Regulation 16(1)(b) of The SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015. The Board has also confirmed that they are not aware of any
circumstances or situation which exist or may be reasonable anticipated that could impair or
impact their ability to discharge their duties and that they are independent of the
management.

25. MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors was held during FY 25th March 2024; as
per the provisions of Schedule IV (Code for Independent Directors) of The Companies Act,
2013 and Regulation 25(3) of The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015; in which the following matters were considered:

• Evaluation of the performance of Non-Independent Directors and the Board of
Directors.

• Evaluation of the performance of the Chairman, taking into account the views of the
Executive and Non- Executive Directors.

• Evaluation of the quality, content and timeliness of flow of information between the
management and the Board that is necessary for the Board to effectively and
reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and
the Board as a whole.

26. ANNUAL EVALUATION BY THE BOARD:

The Board has carried out an annual evaluation of its own performance, Committees of the Board
and individual Directors pursuant to the provisions of The Companies Act, 2013 and The SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors expressed their
satisfaction with the evaluation process.

27. CODE OF CONDUCT:

The Company has laid down the rules for code of conduct for the Members of the Board and Senior
Management Personnel of the Company. The code of conduct has also been posted on Company''s
website. In compliance with this code, the Board Members and Senior Management Personnel have
affirmed their compliance with the code for the financial year ended on 31st March, 2024.

28. Extract of Annual Return

Annual Return of the company as on March 31, 2024 is available on the company website and
can be assessed at www.octaviusplantations.com.

29. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

During the year under review, the provisions relating to sexual Harassment of Women at
workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable to company.

30. Material changes and commitments affecting financial position between the end of the financial
year and date of report

No significant material changes occurred subsequent to the close of the financial year of the
Company FY 2024-25 to which the balance sheet relates and the date of the board report,
which require disclosure in the accounts.

31. Particulars of loans, guarantees or investments under section 186

The particulars of loans, guarantees and investments covered under the provisions of Section
186 of the Act have been disclosed in the financial statements.

32. Particulars of contracts or arrangements with related parties

The details of Loans, Investments, Guarantees and Securities made during the financial year

ended 31st March, 2024 as per the provisions of Section 186 of The Companies Act, 2013 and

Schedule V of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are
given in the Notes to the Financial Statements forming part of Annual Report.

33. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details required under Section 197(12) of The
Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 have been annexed to this Board''s Report.

34. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars as prescribed under Section 134(3) (m) of the Act, read with Rule 8 of the Companies
(Accounts) Rules, 2014 are given below:

a) Conservation of energy: Not Applicable

b) Technology absorption: Not Applicable

c) Foreign Exchange earnings and outgo: Foreign earning: INR 200.01

35. Deposits from Public

The Company has not accepted any deposits from the public during the year under review. No
amount on account of principal or interest on deposits from the public was outstanding as on
March 31, 2025.

36. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

During the financial year, the Company has complied with all the applicable Secretarial Standards
issued by The Institute of Company Secretaries of India and approved by the Central Government
from time to time.

37. PROHIBITION OF INSIDER TRADING:

As per The SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a
Code of Conduct for Prevention of Insider Trading. The Company has appointed Ms. Suman,
Company Secretary as Compliance Officer who is responsible for setting forth procedures and
implementing of the code for trading in Company''s securities.

38. COST AUDIT AND COST RECORDS:

During the financial year 2024-25; the provisions of Section 148 of The Companies Act, 2013 are
not applicable to the Company.

39. Risk Management Policy

In terms of the requirement of the provisions of Section 134(3)(n) of the Companies Act, 2013, the
Company has developed and implemented a risk management policy which identifies major risks
which may threaten the existence of the Company. The same has also been adopted by your Board

and is also subject to its review from time to time.

40. Details of subsidiary/ Joint ventures/ Associates Companies.

The company has no Subsidiary/Joint Venture/Associate Companies.

41. Internal Financial Control and their Adequacy

The Company has a proper and adequate system of internal controls. This ensures that all
transactions are authorised, recorded and reported correctly, and assets are safeguarded and
protected against loss from unauthorized use or disposition. In addition, there are operational
controls and fraud risk controls, covering the entire spectrum of internal financial controls. The
internal financial control framework has been designed to ensure that the financial and other
records are reliable for preparing financial and other statements and for maintaining
accountability of assets. In addition, the Company has identified and documented the risks and
controls for each process that has a relationship to the financial operations and reporting. The
Company also has an Audit committee; comprising 3 (Three) Directors, who interact with the
Management in dealing with matters within its terms of reference. This committee mainly deals
with accounting matters, financial reporting and internal controls.

42. Website Link

The web address of the Company is www.octaviusplantations.com

43. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a detailed account of state of
affairs of the company''s operations forms part of this Annual Report.

44. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS

No significant and material order has been passed by the regulator, court, tribunal, statutory and
quasi-judicial body impacting the going concern status of the Company and its future operations.
During the year under review, no application was made or any proceedings pending against the
Company under the Insolvency and Bankruptcy Code, 2016.

45. Board Evaluation

Pursuant to the provisions of Section 134(3)(p) of the Act, the Board has carried out an annual
performance evaluation of its own performance, the Directors individually as well as the evaluation
of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship
Committee.

46. Change in The Nature of Business

There has been no change in the nature of business of the Company.

47. Disclosure under Secretarial Standard-1 (SS-1)

Adherence by a Company to the Secretarial Standards is mandatory as per Sub-section (10) of Section
118 of Companies Act, 2013. As per the disclosure requirement of para (9) of Secretarial Standard-1
(SS-1), the Company complies with the provisions of applicable Secretarial Standards in respect of

the convening of the Board & General Meetings.

48. Industrial Relations

During the year under review, harmonious industrial relations were maintained in your Company.

49. Other Disclosure:

• No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company''s operations in future.

• No Frauds has been reported by the auditors to the Audit Committee or the Board.

• There is no proceeding pending under the Insolvency & Bankruptcy code, 2016

• There was no instance of one-time settlement with any bank or Financial Institution.

• The Directors & the Senior Management Personnel of the company have affirmed the
compliance with code of conduct, as applicable to them for the financial year ended
on 31^st March 2025.

• Disclosure with respect to demat suspense account/ unclaimed suspense account.
There was no such share unclaimed in the Financial year under review.

50. Acknowledgement

Your Directors wish to place on record their sincere appreciation for the co-operation and support
extended to the Company by the Government Authorities, Financial Institutions, the Company''s
Bankers, Shareholders Suppliers, Customers, and Business associates.

Your Directors also place on record their appreciation for the services of all the workers, staffs and
executives, which is largely reflected in the performance of the Company.

For Octavius Plantations Limited

Sd/- Sd/-

Raj Kumar Jain Princi Jain

Whole time Director Director

Date:04.09.2025
Place: New Delhi