Osiajee Texfab Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Esteemed Board of Directors hereby submits the report of the business and operations of your Company,
along with the audited financial statements, for the financial year ended March 31, 2025. The consolidated
performance of the Company and its wholly owned subsidiary has been referred to wherever required.

Financial Performance

PARTICULARS	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	-	-	709.09	237.67
Other income	15.52	7.09	2.65	7.10
Gross Income	15.52	7.09	711.75	244.77
Total Expenses	17.56	10.87	207.39	124.53
Profit before Financial Expenses, Depreciation and Taxation	-2.04	-3.78	504.35	120.24
Less: Finance Cost	-	-	-	-
Less: Depreciation and amortization	0.02	0.05	3.91	3.78
Profit before Taxation	-2.06	-3.83	500.44	116.46
Less: Tax Expense (Deferred & Current)	-	-	-	-
Profit for the year	-2.06	-3.83	500.44	116.46
Add: Other Comprehensive Income / (loss) for the year	-	-	-	-
Total comprehensive income for the year	-2.06	-3.83	500.44	116.46
Earnings Per Share	-	-	-	-
Basic	-0.03	-0.07	9.26	2.15
Diluted	-0.03	-0.07	9.26	2.15

Indian Accounting Standard

The financial statements have been prepared in accordance with the Indian Accounting Standards (IndAS) as
notified by Ministry of Corporate Affairs (MCA) under Section 133 of the Companies Act, 2013 read with the
Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.
Further, we would like to inform you that your Company operates in single segment. Hence no segment wise
figures are published.

Performance Review

We would like to brief you regarding the financial performance of the Company on standalone as well as
consolidated basis, which is as under:-

Standalone Financial Performance

On standalone basis, the Company earned total income of Rs. 15.52 Lakhs in the current year as against Rs.
7.09 Lakhs in the previous year and earned a Loss before tax of Rs. 2.06 Lakhs in the current year as against
Rs.3.82 Lakhs in the previous year. The Company incurred net loss of Rs. 2.06 lakhs with EPS of (0.03) for the
year ended March 31, 2025 as compared to net loss of Rs. 3.82 Lakhs with EPS 0.07 for the year ended March
31, 2024.

Consolidated Financial Performance

The consolidated financial results includes the result of the wholly owned subsidiary company namely, Osiajee
Agro Farms Limited which was incorporated on September 29, 2021. The wholly owned subsidiary of the
Company endeavors to pursue high growth opportunities in agriculture, horticulture & agro farming industry
and is pursuing high growth agro farming in Eucalyptus and Poplar trees and cultivation of other crops in
Hoshiarpur district of Punjab, the produce of which will be sold to nearby plywood industry as well as other
wood-based manufacturers.

On consolidated basis, the Company earned total income of Rs. 711.75 lakhs in the current year as against Rs.
244.77 lakhs in the previous year and earned a profit before tax of Rs. 500.44 Lakhs in the current year as
against Rs. 116.46 Lakhs in the previous year. The Company earned a net profit of Rs. 500.44 Lakhs with an EPS
of 9.26 during the FY 2024-25 as against Rs. 116.46 Lakhs with an EPS of 2.15 during the FY 2023-24.

Management Discussion Analysis

The Management Discussion and Analysis Report under requirements of SEBI (Listing Obligation and
Disclosure Requirements), Regulations, 2015, forms part of this Annual Report as Annexure- I for the year
ended 31^st March 2025.

Dividend

The Board of Directors Keeping in mind to conserve the resources by taking into account the prevailing
economic situation and the need of resources for growth have decided not to recommend any dividend for
the Financial Year ended March 31, 2025.

Share Capital

The Authorised Share Capital of the Company as on March 31, 2025, stood at ^10,50,00,000 (Rupees Ten
Crore Fifty Lakh) divided into 1,05,00,000 (One Crore Five Lakh) equity shares of ^10 each.

During the year under review, the Authorised Share Capital of the Company was increased from ^10,00,00,000
(Rupees Ten Crore) divided into 1,00,00,000 (One Crore) equity shares of ^10 each to ^10,50,00,000 (Rupees
Ten Crore Fifty Lakh) divided into 1,05,00,000 (One Crore Five Lakh) equity shares of ^10 each, by creation of
an additional 5,00,000 (Five Lakh) equity shares of ^10 each.

The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on March 31, 2025, stood at
^5,40,00,000 divided into 54,00,000 (Fifty-Four Lakh) equity shares of ^10 each.

During the year, the Shareholders of the Company approved the issue of 50,00,000 (Fifty Lakh) warrants
convertible into equity shares. The Company has applied to BSE for in-principle approval, which is presently
pending at the authority level.

During the year under review, the Company has not issued any shares with differential voting rights, stock
options, sweat equity shares, warrants (other than the aforesaid), or convertible securities. None of the
Directors of the Company held any instruments convertible into equity shares of the Company. There has been
no instance where the Company has failed to implement any corporate action within the prescribed time
limits

Transfer to General Reserve

During the year under review, the Company did not transfer any amount to General Reserve and the entire
amount of profits for the year forms part of the ''Retained Earnings''.

Directors and Key Managerial Personnel:

Retire by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of
the Company, Ms. Vibha Jain (DIN: 09191000), Non-Executive Director of the Company retires by rotation at
the 31st Annual General Meeting of the Company and being eligible, offers herself for reappointment.

Details of Directors and Key Managerial Personnel

The Board of Directors of your Company is composed of Executive, Non-Executive and Independent Directors.
As on March 31, 2025, the Board of Directors consists of Eight (8) Directors, of which Three (3) Directors are
Executive, Two (2) Directors are Non- Executive Non- Independent and Three (3) are Independent Directors.
The Board of Directors includes Four (4) Women Directors as on 31st March, 2025.

During the Financial Year 2024-25, the following changes occurred in the Board of Directors and Key
Managerial Personnel of the Company

Mr. Akashdeep (DIN: 10298196), Independent Director of the Company stepped down from the Board of the
Company with effect from August 14, 2024.

Ms. Sunita Devi (DIN: 10697874) was appointed as an Additional Director (Independent) by the Board of
Directors in their meeting held on August 14, 2024 and his appointment as a Non-Executive Independent
Director was approved by the members in their meeting held on September 30, 2024.

Ms. Twinkle Narula, Company Secretary and Compliance officer resigned from her position w.e.f December 02,
2024 and subsequently to the end of financial Year Ms. Monika appointed as Company Secretary and
Compliance officer i.e. 30.05.2025

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 read with Part D of Schedule II to the
Listing Regulations, the Board has carried out the annual performance evaluation of its own performance and
the Directors individually. A structured questionnaire was prepared after taking into consideration inputs
received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of specified duties,
obligations and governance. A separate exercise was carried out to evaluate the performance of individual
Directors, who were evaluated on parameters such as level of engagement and contribution, independence of
judgement, safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company in their meeting without the presence of Non-Independent
Directors and members of the management reviewed the performance of Non-Independent Directors, the
Board of Directors as a whole and assessed the quality, quantity and timeliness of flow of information
between the management and the Board of Directors. The performance evaluation of the Independent
Directors was carried out by the entire Board. The Board of Directors expressed their satisfaction with the
evaluation process.

Board of directors and its committee thereof

(a) Composition of the Board of Director

The Board of the Company is composed of individuals from diverse fields. The Board of the Company is
composed of Executive, Non-Executive, Independent Directors and Women Director.

As on March 31, 2025, the strength of the Board of Directors of the Company was at Eight Directors comprising
of Three Executive, Two Non- Executive and Three Independent Directors. The details of the Board of Directors
as on March 31, 2025 are given below:

Sr.No.	Name of the Director	Designation
1	Ms. Reema Saroya	Managing Director
2	Mr. Lokesh Goyal	Whole Time Director
3	Mr. Mehul Jagdish Modi	Executive Director
4	Ms. Megha Jain	Non- Executive Director
5	Ms. Vibha Jain	Non- Executive Director
6	Ms. Sunita Devi	Independent Director
7	Mr. Ankur Verma	Independent Director
8	Mr. Akash Rai	Independent Director

The composition of the Board also complies with the provisions of the Companies Act, 2013 and regulation 17
(1) of SEBI (LODR) Regulations, 2015.

All the Independent Directors had furnished to the Company a declaration under section 149 (7) of the
Companies Act, 2013 stating that they meet the criteria of independence as provided under section 149(6)of
the Companies Act,2013 and SEBI Listing Regulations.

(b) Board Meetings

The Board/Committee meetings are pre-scheduled and proper notices of Board and Committee meetings is
circulated to the Directors well in advance to enable them to plan their schedules and to ensure their
meaningful participation in the meetings.

During the year ended March 31, 2025, Six (06) Board Meetings were held by the Company. The gap between
two Board meetings was in compliance with the provisions of the Act and the SEBI (LODR) Regulations, 2015.
Details of the Directors as on March 31, 2025 and their attendance at the Board meetings during the financial

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Name of Directors	Date of Meeting
	22.04.2024	14.08.2024	22.10.2024	02.12.2024	28.01.2025	08.02.2025
Reema Saroya	?	?	?	?	?	?
Lokesh Goyal	?	AB	AB	AB	?	?
Mehul Jagdish Modi	?	AB	AB	AB	?	?
Megha Jain	?	?	?	?	?	?
Vibha Jain	AB	AB	AB	AB	?	?
SUNITA DEVI1	NA	?	?	?	?	?
ANKUR VERMA	?	?	?	?	?	?
AKASH RAI	?	AB	AB	AB	?	?
Akashdeep**	?	NA	NA	NA	NA	NA

**Mr. Akashdeep (DIN: 10298196), Independent Director of the Company stepped down from the Board of
the Company with effect from August 14, 2024.

Directors in their meeting held on August 14, 2024 and his appointment as a Non-Executive Independent
Director was approved by the members in their meeting held on September 30, 2024.

Annual General Meeting ("AGM") during the financial year ended March 31, 2025 held on 30^th
September,2024 and all the Directors were present in the meeting.

(c) Board Committees

(i) Audit Committee

Pursuant to Regulation 18 read with Part C of Schedule II of SEBI (LODR) Regulations, 2015, The Composition
of Audit Committee as on March 31, 2025 comprises of Mr. Ankur Verma, Ms. Reema Saroya and Ms. Sunita
Devi.

Mr. Ankur Verma, Independent Director, is the Chairman of the Audit Committee. The representatives of
Internal and Statutory Auditors are invitees to Audit Committee meetings and the Company Secretary acts as
the Secretary of the Audit Committee.

During the financial year ended March 31, 2025, 5 (Five) meetings of the Audit Committee were held on April
22, 2024, August 14, 2024, October 22, 2024, January 28,2025 and February 08, 2025 which were attended by
the members of the Committee. During the year under review, there were no instances when the
recommendations of the Audit Committee were not accepted by the Board.

(ii) Nomination & Remuneration Committee

Pursuant to Regulation 19 read with Part D of Schedule II of SEBI (LODR) Regulations, 2015, The composition
of Nomination and Remuneration Committee as on March 31, 2025 comprises of Mr. Ankur Verma, Ms.
Megha Jain and Ms. Sunita Devi all of whom are Non- Executive Directors.

Mr. Ankur Verma, Non-Executive Independent Director of the Company, is the Chairman of the Nomination
and Remuneration Committee.

During the financial year ended March 31, 2025, the meeting of the Nomination and Remuneration Committee
were held on April 22, 2024, August 14, 2024 and 2^nd December,2024 which were attended by the members
of the Committee

(iii) Stakeholders'' Relationship Committee

Pursuant to Regulation 20 read with Part D of Schedule II of SEBI (LODR) Regulations, 2015, the composition of
Stakeholders Relationship Committee as on March 31, 2025 comprises of Three Member i.e. Ms. Megha Jain,
and Ms. Sunita Devi all of whom are Non- Executive Directors.

Ms. Megha Jain, Non-Executive Director, is the Chairman of the Stakeholders Relationship Committee.

During the financial year ended on March 31, 2025, 1 (One) meeting of the Stakeholders Relationship
Committee were held on April 22, 2024 which were attended by the members of the Committee.

(iv) Corporate Social Responsibility Committee

Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the
Company, hence no Corporate Social Responsibility Committee has been formed. However, the Company tries
in its best possible ways to involve itself in social development activities.

Declaration of Independence from Independent Directors

Pursuant to Section 149 (6) and 149 (7) of the Act and Regulation 16(1)(b) and 25(8) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) 2015"], the Company has received a declaration
of independence from all the Independent Directors that they have complied with the criteria of independence
and are not disqualified from continuing as Independent Directors as of March 31, 2025. The Independent
Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies
(Appointments and Qualifications of Directors) Rules, 2014.

With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors, the
Board of Directors are of the opinion that all the Independent Directors are persons of integrity and possess
relevant expertise and experience and their continued association as Directors will be of immense benefit and in
the best interest of the Company

Internal Control Systems and their Adequacy

The details of Internal Control Systems and their adequacy have been discussed in the Management Discussion
and Analysis Report under the title ''Internal Control Systems''.

Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of your Company, to the best
of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, 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 judgements
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 on March 31, 2025 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 the Companies Act, 2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

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

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; and

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.

Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and
others entitled thereto excluding the information on employees'' particulars which is available for inspection by
the members at the Registered office of the company during business hours on working days of the company
up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such
member may write to the company secretary in advance.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2024-25.

Change in the Nature of Business

As required to be reported pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(ii) of
Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company
during the financial year 2024-25.

Website Link for Annual Return

Pursuant to Section 92(3) and Section 134(3) (a) of the Act read with rules made thereunder, the Annual Return
of the Company for the Financial Year ended on March 31, 2025 is available on the Company''s website at
www.osiajeehdl.com

Auditors & their Report

a) Statutory Auditors:

The Board of Directors, on the recommendation of the Audit Committee, has recommended for the approval
of the members for reappointment of M/s. S C Mehra & Associates LLP, Statutory Auditors for Second term of
Five years commencing from the conclusion of this AGM till the conclusion of the 32^nd Annual General Meeting
of the Company.

The Statutory Auditors'' Report forms part of the Annual Report. There is no audit qualification, reservation or
adverse remark for the year under review. There was no instance of fraud during the year under review,
which required the Statutory Auditor to report to the Audit Committee and/or Board under Section 143(12)
of Act and Rules framed thereunder.

b) Secretarial Auditor & Annual Secretarial Compliance Report:

In accordance with the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and relevant provisions of the Act and rules made thereunder,
Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500) were appointed as Secretarial
Auditors of the Company for a financial year 2025-26 subject to approval of members at the ensuing AGM.

The Secretarial Audit Report is annexed as Annexure- II and form an integral part of this report.

The Secretarial Auditor has not expressed any qualification, reservation or adverse remark in their Secretarial
Audit Report for the year under review.

The Annual Secretarial Compliance Report of the Company pursuant to Regulation 24A of Listing Regulations
read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, is uploaded on the website of
the Company i.e. www.osiaieehdl.com.

c) Internal Auditor:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company''s 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 disclosures.

Pursuant to Section 138 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company
had appointed M/s. Rajan Beri & Associates, Chartered Accountants as Internal Auditor of the Company for the
FY 2024-25 and as per their Internal Audit Report no reportable weakness in the system was observed.

The Board of Directors in their meeting held on May 30, 2025 has appointed M/s. Rajan Beri& Associates,
Chartered Accountants as the Internal Auditor of the Company for the Financial Year 2025-26.

d) Cost audit

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read
with the Companies (Audit and Auditors) Rules, 2014, appointment of Cost Auditor is not applicable to our
company.

Risk Management

The Company has a comprehensive Risk Assessment and Minimization Procedure which enables it to take
certain risks to remain competitive and achieve higher growth and at the same time mitigate other risks to
maintain sustainable results. The Company''s activities expose it to a variety of Financial Risks which are
Market Risk, Credit Risk, Liquidity Risk and Capital Risk.

Public Deposits

During the year under review, your Company has not accepted or renewed any Deposit within the meaning of
Section 73 of the Companies Act, 2013 and the rules made thereunder.

Particulars of Contracts/ Arrangements with Related Party under Section 188

All contracts / arrangements / transactions entered by the Company during the year under review with related
parties were in the ordinary course of business and on an arm''s length basis. During the period under review,
the Company had not entered into any contract / arrangement / transaction with related parties which could
be considered material in accordance with the Policy on Materiality of and Dealing with Related Party
Transactions and accordingly, the disclosures in Form No. AOC-2 is not applicable. Details of all related party
transactions are mentioned in the notes to financial statements forming part of the Annual Report.

The Audit Committee approves all the Related Party Transactions in compliance with the provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Omnibus
approvals are obtained on a yearly basis for transactions which are repetitive in nature. In terms of Regulation
23 of SEBI (LODR) Regulations, 2015, the Company submits the disclosures of Related Party transactions to the
Stock Exchange and also publishes the same on its website every six months.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is available
on the official website of the Company at www.osiaieehdl.com.

Particulars of Loans, Guarantees or Investments by the Company under section 186

The Particulars of loans, investments or guarantees have been disclosed in notes to the financial statements
and the Company has duly complied with Section 186 of the Companies Act, 2013 in relation to Loans,
Investment and Guarantee during the financial year 2024-25.

Material Subsidiary

Pursuant to the thresholds laid down under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as "Listing Regulations"), for the FY 2024-25 Osiajee Agro Farms
Limited is material subsidiary of the Company. The board of directors of the Company has approved a Policy
for determining material subsidiaries which is in line with the Listing Regulations as amended from time to
time. The Policy has been uploaded on the Company''s website and can be accessed at www.osiaieehdl.com.

Performance of Subsidiary Company

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies Accounts)
Rules, 2014, a statement containing salient features of financial statements of wholly owned subsidiary

company in Form AOC-1 is attached as Annexure VI. The separate audited financial statements in respect of
the subsidiary shall be kept open for inspection at the Registered Office of the Company. The Company will
also make available these documents upon request by any Member of the Company interested in obtaining
the same. The separate audited financial statements in respect of the wholly owned subsidiary are also
available on the website of the Company at www.osiaieehdl.com.

Material Changes affecting the financial position of the Company

During the year ended March 31, 2025, there were no material changes and commitments affecting the
financial position of the Company that have occurred to which financial results relate and the date of the
Report.

Dematerialization of Shares

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository
Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No INE186R01013 has been
allotted for the Company''s Shares. Therefore, the members and/or investors may keep their shareholdings in
the electronic mode with their Depository Participant. As on March 31, 2025, 99.21% of the paid-up Equity
Share Capital stands in Demat mode and the remaining 0.79% Equity Shares were held in physical mode, the
details of which are as follows:

Particulars	No. of Shares	% of Total Capital
Held in Demat form with CDSL	4359328	80.73
Held in Demat form with NSDL	997872	18.48
Held in Physical mode	42800	0.79
Total	54,00,000	100.00

Listing of Shares

The shares of your Company are listed at Bombay Stock Exchange (BSE) Limited. The applicable Annual Listing
fee has been duly paid by the Company to the Stock Exchange for the Financial Year 2024-25.

Subsidiary Companies

As on the last day of financial year under review, the Company has one Subsidiary- Osiajee Agro Farms
Limited, the wholly owned subsidiary.

Osiajee Agro Farms Limited was incorporated on September 29, 2021 to commence business in Agro
Farming. The wholly owned subsidiary Company is pursuing high growth agro farming in Eucalyptus and
Poplar trees in Hoshiarpur district of Punjab, the produce of which are sold to nearby plywood industry as
well as other wood-based manufacturers.

Consolidated Financial statement

The Audited Consolidated Financial Statements prepared by the Company are duly provided in the Annual
Report of the Company.

Dividend lying in the Unpaid Dividend Account

In compliance with the provision of Section 124 of the Companies Act, 2013 the Company has transferred to
the Unpaid Dividend Account the following amount:-

Sr. No.

Type of Dividend and Year

Amount (in R)

Year in which it will get transferred to

			IEPF
1.	Interim Dividend 2022-23	17,323.50	August, 2030

More details are available on the website of the Company at www.osiajeehdl.com
Corporate Governance

With reference to the captioned subject and regulation 15(2)(a) of the said regulations the compliance with
the corporate governance provisions as specified in regulations 17, 17A 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26,
27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of the Schedule V
shall not apply to listed entity having paid up equity share capital not exceeding rupees Ten Crore and net
worth not exceeding rupees Twenty Five Crore, as on the last date of the previous financial year. Hence
Compliance with above mentioned provisions relating to Corporate Governance are not applicable to your
Company.

Secretarial Standards of ICSI

The Secretarial Standards issued and notified by the Institute of Company Secretaries of India as
amended/replaced from time to time have been complied with by the Company during the financial year
under review.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the
going concern status and the Company''s future operations.

Environment, Health and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s
policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances
of environmental regulations and preservation of natural resources. The Company is committed to
continuously take further steps to provide a safe and healthy environment.

Nomination and Remuneration Policy

The Board of Directors has framed the nomination and remuneration policy which lays down a framework in
relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
The policy also provides the criteria for determining qualifications, positive attributes and Independence of
Director and criteria for appointment and removal of Directors, Key Managerial Personnel / Senior
Management which are considered by the Nomination and Remuneration Committee and the Board of
Directors.

The nomination and remuneration policy is displayed on the Company''s website atwww.osiajeehdl.com.
Human Resource /Industrial Relations

A detailed section on Human Resource/Industrial Relations is provided in the Management Discussion and
Analysis Report, which forms part of this Annual Report.

Vigil Mechanism and Whistle Blower Policy

The Company has implemented Vigil Mechanism & Whistle Blower policy. The policy inter-alia provides that
any Directors, Employees, Stakeholders who observe any unethical behavior, actual or suspected fraud or
violation of the Company''s code of conduct or ethics, policies, improper practices or alleged wrongful
conduct in the Company may report the same to Chairman of the Audit Committee or Managing Director of

the Company. The Identity of the Whistle Blower shall be kept confidential to the greatest extent possible.

The detailed procedure is provided in the policy and the same is available on official website of the Company
at following link www.osiajeehdl.com.

During the year under review, there were no instances of fraud reported to the Audit Committee/ Board.
Further, all recommendations of the Audit Committee were accepted by the Board.

Familiarization Program for Independent Directors

A policy on familiarization program for independent directors has been adopted by the Company. All new
Independent Directors inducted to the Board are presented with an overview of the Company''s business
operations, products, organization structures and about the Board Constitutions and its procedures. The
policy is available at company''s website www.osiajeehdl.com.

Disclosure under Sexual Harassment of Women at workplace (Prevention, Prohibition &Redressal) Act
2013.

The Company is committed to maintaining a productive environment for all its employees at various levels in
the organization free of sexual harassment and discrimination on the basis of gender. The Company has
framed a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013. The number of employees being less
than 10, the Company is not required to constitute an Internal Complaint Committee however, to redress
complaints received regarding sexual harassment the Company has formed a complaint mechanism which is
mentioned in the policy. During the year under review, the Company had not received any complaint of
harassment. The policy is available at company''s website www.osiajeehdl.com.

Disclosure of Remuneration of Directors and Employees of the Company

Information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as
Annexure-III and forms part of this report.

Statutory Information

1. The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology
absorption are not required to be furnished considering the nature of activities undertaken by the Company
during the year under review. Further during the year under review, the Company has neither earned nor used
any foreign exchange.

2. The Business Responsibility Reporting as required under SEBI (LODR) Regulation, 2015 is not applicable to
your Company for the financial year under review.

3. A certificate from a Company Secretary in practice that none of the Directors on the Board of the Company
have been debarred or disqualified from being appointed or continuing as Directors of companies by the
Board/Ministry of Corporate Affairs or any such statutory authority is annexed herewith as a part of the
report.

Fraud Reporting

During the year under review, no fraud was reported to the Board of Director of the Company.

Green Initiative

As a responsible corporate citizen, the Company welcomes and supports the ''Green Initiative'' undertaken by
the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of the Annual Report to
Shareholders at their e-mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those
holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who
hold shares in physical form are requested to register their e-mail addresses with the RTA, by sending a letter,
duly signed by the first/sole holder quoting details of Folio No.

Acknowledgement

Your directors wish to place on record sincere gratitude and appreciation, for the contribution made by the
employees at all levels for their hard work, support, and dedication towards the Company.

Your directors thank the Government of India and the State Governments for their co-operation and
appreciate the relaxations provided by various regulatory bodies to facilitate ease in compliance with
provisions of law.

Your directors also wish to thank its customers, business associates, suppliers, investors and bankers for their
continued support and faith reposed in the Company.

For and on behalf of the Board of Directors
Of Osiajee Texfab Limited

Place: Hoshiarpur Sd/- Sd/-

Date: 28.08.2025 Reema Saroya Vibha Jain

Managing Director Non-Executive Director

DIN:08292397 DIN:09191000

1

Ms. Sunita Devi (DIN: 10697874) was appointed as an Additional Director (Independent) by the Board of

---

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your Company,
along with the audited financial statements, for the financial year ended March 31, 2024. The
consolidated performance of the Company and its wholly owned subsidiary has been referred to
wherever required.

Financial Performance

(R in Lakhs)

PARTICULARS	STANDALONE		CONSOLIDATED
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	-	68.93	237.67	244.59
Other income	7.10	10.77	7.10	0.31
Gross Income	7.10	79.70	244.77	244.90
Total Expenses	10.87	76.33	124.53	130.46
Profit before Financial Expenses, Depreciation and Taxation	(3.77)	3.37	120.24	114.44
Less: Finance Cost	-	-	-	-
Less: Depreciation and amortization	0.05	0.15	3.78	1.78
Profit before Taxation	(3.82)	3.22	116.46	112.66
Less: Tax Expense (Deferred & Current)	-	0.84	-	0.84
Profit for the year	(3.82)	2.38	116.46	111.82
Add: Other Comprehensive Income / (loss) for the year	-	-	-	-
Total comprehensive income for the year	(3.82)	2.38	116.46	111.82
Earnings Per Share
Basic	(0.07)	0.04	2.15	2.07
Diluted	(0.07)	0.04	2.15	2.07

Indian Accounting Standard

The financial statements have been prepared in accordance with the Indian Accounting Standards
(IndAS) as notified by Ministry of Corporate Affairs (MCA) under Section 133 of the Companies Act,
2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other
relevant provisions of the Act. Further, we would like to inform you that your Company operates in
single segment. Hence no segment wise figures are published.

Performance Review

We would like to brief you regarding the financial performance of the Company on standalone as
well as consolidated basis, which is as under:-

Standalone Financial Performance

On standalone basis, the Company earned total income of Rs. 7.10 Lakhs in the current year as
against Rs. 79.70 Lakhs in the previous year and incurred a loss before tax of Rs. 3.82 Lakhs in the

current year as against earned a profit Rs. 2.38 Lakhs in the previous year. The Company incurred
net loss of Rs. 3.82 lakhs with EPS of (0.07) for the year ended March 31, 2024 as compared to net
profit of Rs. 2.38 Lakhs with EPS 0.04 for the year ended March 31, 2023.

Consolidated Financial Performance

The consolidated financial results includes the result of the wholly owned subsidiary company
namely, Osiajee Agro Farms Limited which was incorporated on September 29, 2021. The wholly
owned subsidiary of the Company endeavors to pursue high growth opportunities in agriculture,
horticulture & agro farming industry and is pursuing high growth agro farming in Eucalyptus and
Poplar trees and cultivation of other crops in Hoshiarpur district of Punjab, the produce of which will
be sold to nearby plywood industry as well as other wood-based manufacturers.

On consolidated basis, the Company earned total income of Rs. 244.77 lakhs in the current year as
against Rs. 244.90 lakhs in the previous year and earned a profit before tax of Rs. 116.46 Lakhs in
the current year as against Rs. 112.66 Lakhs in the previous year. The Company earned a net profit
of Rs. 116.46 Lakhs with an EPS of 2.15 during the FY 2023-24 as against Rs. 111.82 Lakhs with an
EPS of 2.07 during the FY 2022-23.

Management Discussion Analysis

The Management Discussion and Analysis Report under requirements of SEBI (Listing Obligation and
Disclosure Requirements), Regulations, 2015, forms part of this Annual Report as Annexure- I for
the year ended 31^st March 2024.

Dividend

Keeping in mind to conserve the resources by taking into account the prevailing economic situation
and the need of resources for growth, the Board of Directors of your Company have decided not to
recommend any final dividend for the Financial Year ended March 31, 2024.

Share Capital

The Issued, Subscribed & Paid-up Equity Share Capital of the Company as on March 31, 2024 stands
at Rs. 5,40,00,000/- divided into 54,00,000 Equity Shares of Rs. 10/- each. During the year under
review, the Company has neither issued any Shares with differential voting rights nor granted any
stock options, sweat equity shares or warrants or convertible securities and none of the Directors of
the Company held instruments convertible into Equity Shares of the Company. There is no instance
where the Company failed to implement any corporate action within the specified time limit.

Transfer to General Reserve

During the year under review, the Company had not transferred any amount to General Reserve and
the entire amount of profits for the year forms part of the ''Retained Earnings''.

Directors and Key Managerial Personnel:

Retire by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of
Association of the Company, Ms. Megha Jain (DIN: 09045476), Non-Executive Non- Independent
Director of the Company retires by rotation at the 29^th Annual General Meeting of the Company and

being eligible, offers herself for reappointment.

Details of Directors and Key Managerial Personnel

The Board of Directors of your Company is composed of Executive, Non-Executive and Independent
Directors. As on March 31, 2024, the Board of Directors consists of Eight (8) Directors, of which
Three (3) Directors are Executive, Two (2) Directors are Non- Executive Non- Independent and Three
(3) are Independent Directors. The Board of Directors includes Three (3) Women Directors as on
31st March, 2024.

During the Financial Year 2023-24, the following changes occurred in the Board of Directors and Key
Managerial Personnel of the Company:

• Mr. Gurprit Singh, ceased to act as Non-Executive Independent Director of the Company due to
his Vacation of Office u/s 167 of the Companies Act, 2013 w.e.f September 01, 2023.

• Ms. Rupanjeet Kaur, ceased to act as Non-Executive Independent Director of the Company due
to his Vacation of Office u/s 167 of the Companies Act, 2013 w.e.f September 01, 2023.

• Mr. Ranjeet Singh Rana, ceased to act as Non-Executive Independent Director of the Company
due to his Vacation of Office u/s 167 of the Companies Act, 2013 w.e.f September 01, 2023.

• Mr. Akash Rai (DIN: 10299049) was appointed as an Additional Director (Independent) by the
Board of Directors in their meeting held on September 01, 2023 and his appointment as a Non¬
Executive Independent Director was approved by the members in their meeting held on September
30, 2023.

• Mr. Ankur Verma (DIN: 10298199) was appointed as an Additional Director (Independent) by the
Board of Directors in their meeting held on September 01, 2023 and his appointment as a Non¬
Executive Independent Director was approved by the members in their meeting held on September
30, 2023.

• Mr. Akashdeep (DIN: 10298196) was appointed as an Additional Director (Independent) by the
Board of Directors in their meeting held on September 01, 2023 and his appointment as a Non¬
Executive Independent Director was approved by the members in their meeting held on September
30, 2023.

• Ms. Laveena Basil, ceased to act as the Company Secretary and Compliance Officer of the
Company w.e.f. October 05, 2024.

• Ms. Twinkle Narula was appointed as the Company Secretary and Compliance Officer of the
Company by the Board of Directors in their meeting held on March 13, 2024.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 read with Part D of

Schedule II to the Listing Regulations, the Board has carried out the annual performance evaluation
of its own performance and the Directors individually. A structured questionnaire was prepared
after taking into consideration inputs received from the Directors, covering various aspects of the
Board''s functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specified duties, obligations and governance. A separate
exercise was carried out to evaluate the performance of individual Directors, who were evaluated
on parameters such as level of engagement and contribution, independence of judgement,
safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company in their meeting without the presence of Non¬
Independent Directors and members of the management reviewed the performance of Non¬
Independent Directors, the Board of Directors as a whole and assessed the quality, quantity and
timeliness of flow of information between the management and the Board of Directors. The
performance evaluation of the Independent Directors was carried out by the entire Board. The
Board of Directors expressed their satisfaction with the evaluation process.

Board of directors and its committee thereof

(a) Composition of the Board of Director

The Board of the Company is composed of individuals from diverse fields. The Board of the Company
is composed of Executive, Non-Executive, Independent Directors and Women Director.

As on March 31, 2024, the strength of the Board of Directors of the Company was at Eight Directors
comprising of Three Executive, Two Non- Executive and Three Independent Directors. The details of
the Board of Directors as on March 31, 2024 are given below:

Sr. No.	Name of the Director	Designation
1	Ms. Reema Saroya	Managing Director
2	Mr. Lokesh Goyal	Whole Time Director
3	Mr. Mehul Jagdish Modi	Executive Director
4	Ms. Megha Jain	Non- Executive Director
5	Ms. Vibha Jain	Non- Executive Director
6	Mr. Ankur Verma*	Independent Director
7	Mr. Akashdeep1	Independent Director
8	Mr. Akash Rai***	Independent Director

The composition of the Board also complies with the provisions of the Companies Act, 2013 and
regulation 17 (1) of SEBI (LODR) Regulations, 2015.

All the Independent Directors had furnished to the Company a declaration under section 149 (7) of
the Companies Act, 2013 stating that they meet the criteria of independence as provided under
section 149(6)of the Companies Act, 2013 and SEBI Listing Regulations.

*Mr. Ankur Verma (DIN: 10298199) was appointed as an Additional Director (Independent) by the
Board of Directors in their meeting held on September 01, 2023 and his appointment as a Non¬
Executive Independent Director was approved by the members in their meeting held on September
30, 2023.

Board of Directors in their meeting held on September 01, 2023 and his appointment as a Non¬
Executive Independent Director was approved by the members in their meeting held on September
30, 2023.

***Mr. Akash Rai (DIN: 10299049) was appointed as an Additional Director (Independent) by the
Board of Directors in their meeting held on September 01, 2023 and his appointment as a Non¬
Executive Independent Director was approved by the members in their meeting held on September
30, 2023.

(b) Board Meetings

The Board/Committee meetings are pre-scheduled and proper notices of Board and Committee
meetings is circulated to the Directors well in advance to enable them to plan their schedules and to
ensure their meaningful participation in the meetings.

During the year ended March 31, 2024, Six (06) Board Meetings were held by the Company. The gap
between two Board meetings was in compliance with the provisions of the Act and the SEBI (LODR)
Regulations, 2015. Details of the Directors as on March 31, 2024 and their attendance at the Board
meetings and Annual General Meeting ("AGM") during the financial year ended March 31, 2024 are
given below:

Name of Directors	Date of Board Meeting
	19.05.2023	09.08.202 3	01.09.2023	14.11.2023	16.01.2024	13.03.2024	30.09.2023 (AGM)
Reema Saroya	?	?	?	?	?	?	?
Lokesh Goyal	Ab	?	?	?	?	?	?
Mehul Jagdish Modi	?	Ab	?	?	?	?	?
Megha Jain	?	?	?	?	?	?	?
Vibha Jain	?	?	?	?	?	?	?
Gurprit Singh*	?	Ab	Ab	NA	NA	NA	NA
Rupanjeet Kaur**	Ab	Ab	Ab	NA	NA	NA	NA
Ranjeet Singh Rana2	Ab	Ab	Ab	NA	NA	NA	NA
Ankur Verma#	NA	NA	NA	?	?	?	?
Akash Rai##	NA	NA	NA	?	?	Ab	?
Akashdeep###	NA	NA	NA	?	?	?	?

*Mr. Gurprit Singh, ceased to act as Non-Executive Independent Director of the Company due to his
Vacation of Office u/s 167 of the Companies Act, 2013 w.e.f September 01, 2023.

**Ms. Rupanjeet Kaur, ceased to act as Non-Executive Independent Director of the Company due to
his Vacation of Office u/s 167 of the Companies Act, 2013 w.e.f September 01, 2023.

#Mr. Ankur Verma (DIN: 10298199) was appointed as an Additional Director (Independent) by the
Board of Directors in their meeting held on September 01, 2023 and his appointment as a Non¬
Executive Independent Director was approved by the members in their meeting held on September
30, 2023.

##Mr. Akash Rai (DIN: 10299049) was appointed as an Additional Director (Independent) by the
Board of Directors in their meeting held on September 01, 2023 and his appointment as a Non¬
Executive Independent Director was approved by the members in their meeting held on September
30, 2023.

###Mr. Akashdeep (DIN: 10298196) was appointed as an Additional Director (Independent) by the
Board of Directors in their meeting held on September 01, 2023 and his appointment as a Non¬
Executive Independent Director was approved by the members in their meeting held on September
30, 2023.

(c) Board Committees

(i) Audit Committee

Pursuant to Regulation 18 read with Part C of Schedule II of SEBI (LODR) Regulations, 2015, The
Composition of Audit Committee as on March 31, 2023 comprises of Mr. Ankur Verma, Ms. Reema
Saroya and Mr. Akashdeep.

Mr. Ankur Verma, Independent Director, is the Chairman of the Audit Committee. The
representatives of Internal and Statutory Auditors are invitees to Audit Committee meetings and the
Company Secretary acts as the Secretary of the Audit Committee.

During the financial year ended March 31, 2024, 4 (Four) meetings of the Audit Committee were
held on May 19, 2023, August 08, 2023, November 14, 2023, and January 16, 2024 which were
attended by the members of the Committee. During the year under review, there were no instances
when the recommendations of the Audit Committee were not accepted by the Board.

(ii) Nomination & Remuneration Committee

Pursuant to Regulation 19 read with Part D of Schedule II of SEBI (LODR) Regulations, 2015, The
composition of Nomination and Remuneration Committee as on March 31, 2024 comprises of
Mr. Ankur Verma, Ms. Megha Jain and Mr. Akashdeep all of whom are Non- Executive Directors.

Mr. Ankur Verma, Non-Executive Independent Director of the Company, is the Chairman of the
Nomination and Remuneration Committee.

During the financial year ended March 31, 2024, 3 (Three) meetings of the Nomination and
Remuneration Committee were held on May 19, 2023, September 01, 2023 and March 13, 2024
which were attended by the members of the Committee.

(iii) Stakeholders'' Relationship Committee

Pursuant to Regulation 20 read with Part D of Schedule II of SEBI (LODR) Regulations, 2015, the
composition of Stakeholders Relationship Committee as on March 31, 2024 comprises of Three
Member i.e. Ms. Megha Jain, Mr. Ankur Verma and Mr. Akashdeep all of whom are Non- Executive
Directors.

Ms. Megha Jain, Non-Executive Director, is the Chairman of the Stakeholders Relationship

Committee.

During the financial year ended on March 31, 2024, 1 (One) meeting of the Stakeholders
Relationship Committee were held on May 19, 2023 which were attended by the members of the
Committee.

(iv) Corporate Social Responsibility Committee

Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable
to the Company, hence no Corporate Social Responsibility Committee has been formed. However,
the Company tries in its best possible ways to involve itself in social development activities.

Declaration of Independence from Independent Directors

Your Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 enclosed as Annexure II and they have also confirmed that they
have complied with the Company''s Code of Business Conduct and Ethics. Based on Independent
Director''s declarations, the Board of Directors is of the opinion that the Independent Directors fulfill
the said condition of Independence. Further, in terms of Section 150 of the Companies Act, 2013 read
with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent
Directors of the Company have confirmed that they have registered themselves with the databank
maintained by the Indian Institute of Corporate Affairs.

Internal Control Systems and their Adequacy

The details of Internal Control Systems and their adequacy have been discussed in the Management
Discussion and Analysis Report under the title ''Internal Control Systems''.

Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of your Company, to
the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, 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
judgements 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 on March 31, 2024 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 the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other irregularities;

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

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; and

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.

Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company,
will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being
sent to the members and others entitled thereto excluding the information on employees'' particulars
which is available for inspection by the members at the Registered office of the company during
business hours on working days of the company up to the date of ensuing Annual General Meeting. If
any member is interested in inspecting the same, such member may write to the company secretary
in advance.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2023¬
24.

Change in the Nature of Business

As required to be reported pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule
8(5)(ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on
by the Company during the financial year 2023-24.

Website Link for Annual Return

In terms of Section 92(3) and 134(3)(a) of the Companies Act, 2013 the Annual Return of the
Company is available on the website of the Company at the link: www.osiajeehdl.com

Auditors & their Report

a) Statutory Auditors:

M/s. S C Mehra & Associates LLP, Statutory Auditors of your Company having (ICAI Firm Registration
No. 106156W) were appointed at the 28^th Annual General Meeting of the Company held on
September 30, 2023 for a period of 5 years i.e. from financial year 2022-2023 to 2027-2028 on a
remuneration as mutually agreed upon by the Board of Directors and Statutory Auditor.

The Board of Directors, on the recommendation of the Audit Committee, has recommended for the
approval of the members for reappointment of M/s. S C Mehra & Associates LLP, Statutory Auditors
for Second term of Five years commencing from the conclusion of this AGM till the conclusion of the
32^nd Annual General Meeting of the Company. Appropriate resolution seeking the approval of the
members is mentioned in the Notice convening the 28^th AGM of the Company.

In view of the above, the Audit Committee is requested to note the eligibility of the Statutory
Auditor based on the Certificate received from them confirming that they do not attract any
disqualification u/s 141 of the Companies Act, 2013.

The Statutory Auditors'' Report forms part of the Annual Report. There is no audit qualification,
reservation or adverse remark for the year under review. There was no instance of fraud during the
year under review, which required the Statutory Auditor to report to the Audit Committee and/or
Board under Section 143(12) of Act and Rules framed thereunder.

b) Secretarial Auditor & Annual Secretarial Compliance Report:

Pursuant to the provision of Section 204 of the Companies Act, 2013 read with rules made
thereunder, the Board of Directors has appointed M/s JPM & Associates LLP, Company Secretaries
(LLP ID: L2020PB007800 and Peer Review Cert. No. 1903/2022), as Secretarial Auditors to undertake
secretarial audit of the Company for the Financial Year ended March 31, 2024. The Secretarial Audit
Report is annexed as Annexure- III and form an integral part of this report.

The Secretarial Auditor has not expressed any qualification, reservation or adverse remark in their
Secretarial Audit Report for the year under review except the following:

1. The Company has not appointed Not Appointment of Company Secretary and Compliance
Officer within time limit mentioned in Regulation 6(1) of SEBI (LODR) 2015.

The Board would like to clarify that delayed in appointment of Company Secretary because
Company could not find suitable candidate for the post of Company Secretary and compliance
officer.

2. The company has not paid Listing Fees for the FY 2023-24.

The Board would like to clarify that the management ensured to deposit Listing Fees as soon as
possible.

The Annual Secretarial Compliance Report of the Company pursuant to Regulation 24A of Listing
Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, is
uploaded on the website of the Company i.e. www.osiajeehdl.com.

c) Internal Auditor:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of
its business, including adherence to the Company''s 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 disclosures.

Pursuant to Section 138 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the
Company has appointed M/s. Rajan Beri & Associates, Chartered Accountants as Internal Auditor of
the Company for the FY 2023-24 and as per their Internal Audit Report no reportable weakness in
the system was observed.

d) Cost audit

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act,
2013, read with the Companies (Audit and Auditors) Rules, 2014, appointment of Cost Auditor is not
applicable to our company.

Risk Management

The Company has a comprehensive Risk Assessment and Minimization Procedure which enables it to
take certain risks to remain competitive and achieve higher growth and at the same time mitigate
other risks to maintain sustainable results. The Company''s activities expose it to a variety of
Financial Risks which are Market Risk, Credit Risk, Liquidity Risk and Capital Risk.

Public Deposits

During the year under review, your Company has not accepted or renewed any Deposit within the
meaning of Section 73 of the Companies Act, 2013 and the rules made thereunder.

Particulars of Contracts/ Arrangements with Related Party under Section 188

All contracts / arrangements / transactions entered by the Company during the year under review
with related parties were in the ordinary course of business and on an arm''s length basis. During the
period under review, the Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material in accordance with the Policy on Materiality
of and Dealing with Related Party Transactions and accordingly, the disclosures in Form No. AOC-2 is
not applicable. Details of all related party transactions are mentioned in the notes to financial
statements forming part of the Annual Report.

The Audit Committee approves all the Related Party Transactions in compliance with the provisions
of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. Omnibus approvals are obtained on a yearly basis for transactions which are repetitive in
nature. In terms of Regulation 23 of SEBI (LODR) Regulations, 2015, the Company submits the
disclosures of Related Party transactions to the Stock Exchange and also publishes the same on its
website every six months.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is
available on the official website of the Company at www.osiajeehdl.com.

Particulars of Loans, Guarantees or Investments by the Company under section 186

The Particulars of loans, investments or guarantees have been disclosed in notes to the financial
statements and the Company has duly complied with Section 186 of the Companies Act, 2013 in
relation to Loans, Investment and Guarantee during the financial year 2023-24.

Material Subsidiary

Pursuant to the thresholds laid down under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"), for the FY 2023¬
24 Osiajee Agro Farms Limited is material subsidiary of the Company. The board of directors of the
Company has approved a Policy for determining material subsidiaries which is in line with the Listing
Regulations as amended from time to time. The Policy has been uploaded on the Company''s website
and can be accessed at www.osiajeehdl.com.

Performance of Subsidiary Company

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies
Accounts) Rules, 2014, a statement containing salient features of financial statements of wholly
owned subsidiary company in Form AOC-1 is attached to the Financial Statements. The separate
audited financial statements in respect of the subsidiary shall be kept open for inspection at the
Registered Office of the Company. The Company will also make available these documents upon
request by any Member of the Company interested in obtaining the same. The separate audited
financial statements in respect of the wholly owned subsidiary are also available on the website of
the Company at www.osiajeehdl.com.

Material Changes affecting the financial position of the Company

During the year ended March 31, 2024, there were no material changes and commitments affecting
the financial position of the Company that have occurred to which financial results relate and the
date of the Report.

Dematerialization of Shares

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central
Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No
INE186R01013 has been allotted for the Company''s Shares. Therefore, the members and/or
investors may keep their shareholdings in the electronic mode with their Depository Participant. As
on March 31, 2024, 99.15% of the paid-up Equity Share Capital stands in Demat mode and the
remaining 0.85% Equity Shares were held in physical mode, the details of which are as follows:

Particulars	No. of Shares	% of Total Capital
Held in Demat form with CDSL	4152310	76.90
Held in Demat form with NSDL	1201690	22.25
Held in Physical mode	46000	0.85
Total	54,00,000	100.00

Listing of Shares

The shares of your Company are listed at Bombay Stock Exchange (BSE) Limited. The applicable
Annual Listing fee has been duly paid by the Company to the Stock Exchange for the Financial Year
2023-24.

Subsidiary Companies

As on the last day of financial year under review, the Company has one Subsidiary- Osiajee Agro
Farms Limited, the wholly owned subsidiary.

Osiajee Agro Farms Limited was incorporated on September 29, 2021 to commence business in
Agro Farming. The wholly owned subsidiary Company is pursuing high growth agro farming in
Eucalyptus and Poplar trees in Hoshiarpur district of Punjab, the produce of which are sold to
nearby plywood industry as well as other wood-based manufacturers.

Consolidated Financial statement

The Audited Consolidated Financial Statements prepared by the Company are duly provided in the
Annual Report of the Company.

Corporate Governance

With reference to the captioned subject and regulation 15(2)(a) of the said regulations the
compliance with the corporate governance provisions as specified in regulations 17, 17A 18, 19, 20,
21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and
para C, D and E of the Schedule V shall not apply to listed entity having paid up equity share capital
not exceeding rupees Ten Crore and net worth not exceeding rupees Twenty Five Crore, as on the
last date of the previous financial year. Hence Compliance with above mentioned provisions

relating to Corporate Governance are not applicable to your Company.

Secretarial Standards of ICSI

The Secretarial Standards issued and notified by the Institute of Company Secretaries of India as
amended/replaced from time to time have been complied with by the Company during the
financial year under review.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and the Company''s future operations.

Environment, Health and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The
Company''s policy requires conduct of operations in such a manner so as to ensure safety of all
concerned, compliances of environmental regulations and preservation of natural resources. The
Company is committed to continuously take further steps to provide a safe and healthy
environment.

Nomination and Remuneration Policy

The Board of Directors has framed the nomination and remuneration policy which lays down a
framework in relation to remuneration of Directors, Key Managerial Personnel and Senior
Management of the Company. The policy also provides the criteria for determining qualifications,
positive attributes and Independence of Director and criteria for appointment and removal of
Directors, Key Managerial Personnel / Senior Management which are considered by the
Nomination and Remuneration Committee and the Board of Directors.

The nomination and remuneration policy is displayed on the Company''s website at
www.osiajeehdl.com.

Change of Registered Office

During the year, the Registered Office of the Company has been shifted from "1043-1043,
Bahadurpur Gate Road, Near Maurya Palace, Hoshiarpur- 146001, Punjab" to "Second Floor,
Navraav Electro Limited Building, Opp. Punj Honda, Jalandhar Road, Hoshiarpur, Balachaur, Punjab,
India, 146001" with effect from January 13, 2024.

Human Resource /Industrial Relations

A detailed section on Human Resource/Industrial Relations is provided in the Management
Discussion and Analysis Report, which forms part of this Annual Report.

Vigil Mechanism and Whistle Blower Policy

The Company has implemented Vigil Mechanism & Whistle Blower policy. The policy inter-alia
provides that any Directors, Employees, Stakeholders who observe any unethical behavior, actual
or suspected alleged wrongful conduct in the Company may report the same to Chairman of the
Audit Committee or Managing fraud or violation of the Company''s code of conduct or ethics,
policies, improper practices or Director of the Company. The Identity of the Whistle Blower shall be
kept confidential to the greatest extent possible.

The detailed procedure is provided in the policy and the same is available on official website of the
Company at following link www.osiajeehdl.com.

During the year under review, there were no instances of fraud reported to the Audit Committee/
Board. Further, all recommendations of the Audit Committee were accepted by the Board.

Familiarization Program for Independent Directors

A policy on familiarization program for independent directors has been adopted by the Company.
All new Independent Directors inducted to the Board are presented with an overview of the
Company''s business operations, products, organization structures and about the Board
Constitutions and its procedures. The policy is available at company''s website
www.osiajeehdl.com.

Disclosure under Sexual Harassment of Women at workplace (Prevention, Prohibition &
Redressal) Act 2013.

The Company is committed to maintaining a productive environment for all its employees at
various levels in the organization free of sexual harassment and discrimination on the basis of
gender. The Company has framed a policy on prevention of sexual harassment in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. The number of employees being less than 10, the Company is not required to
constitute an Internal Complaint Committee however, to redress complaints received regarding
sexual harassment the Company has formed a complaint mechanism which is mentioned in the
policy. During the year under review, the Company had not received any complaint of harassment.
The policy is available at company''s website www.osiajeehdl.com.

Disclosure of Remuneration of Directors and Employees of the Company

Information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
hereto as Annexure IV and forms part of this report.

Statutory Information

1. The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy
and technology absorption are not required to be furnished considering the nature of activities
undertaken by the Company during the year under review. Further during the year under review,
the Company has neither earned nor used any foreign exchange.

2. The Business Responsibility Reporting as required under SEBI (LODR) Regulation, 2015 is not
applicable to your Company for the financial year under review.

3. A certificate from a Company Secretary in practice that none of the Directors on the Board of the
Company have been debarred or disqualified from being appointed or continuing as Directors of
companies by the Board/Ministry of Corporate Affairs or any such statutory authority is annexed
herewith as a part of the report.

Fraud Reporting

During the year under review, no fraud was reported to the Board of Director of the Company.

Green Initiative

As a responsible corporate citizen, the Company welcomes and supports the ''Green Initiative''
undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery
of the Annual Report to Shareholders at their e-mail address previously registered with the DPs and
RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same.
Those holding shares in demat form can register their e-mail address with their concerned DPs.
Shareholders who hold shares in physical form are requested to register their e-mail addresses with
the RTA, by sending a letter, duly signed by the first/sole holder quoting details of Folio No.

Acknowledgement

Your directors wish to place on record sincere gratitude and appreciation, for the contribution made
by the employees at all levels for their hard work, support, dedication towards the Company.

Your directors thank the Government of India and the State Governments for their co-operation and
appreciate the relaxations provided by various regulatory bodies to facilitate ease in compliance
with provisions of law.

Your directors also wish to thank its customers, business associates, suppliers, investors and bankers
for their continued support and faith reposed in the Company.

For and on behalf of the Board of Directors
For Osiajee Texfab Limited
Sd/- Sd/-

Place: Hoshiarpur Ms. Reema Saroya Ms. Vibha Jain

Date: 14.08.2024 Managing Director Non- Executive Director

DIN:08292397 DIN: 09191000

1

Mr. Akashdeep (DIN: 10298196) was appointed as an Additional Director (Independent) by the

2

Mr. Ranjeet Singh Rana, ceased to act as Non-Executive Independent Director of the Company
due to his Vacation of Office u/s 167 of the Companies Act, 2013 w.e.f September 01, 2023.