Directors Report of One Global Service Provider Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 32^nd Annual Report on the Company''s business and operations, together with the Audited Financial Statements for the Financial Year ended 31^st March, 2024 and other accompanying reports, notes and certificates.

FINANCIAL HIGHLIGHTS

The Financial highlights of the Company for the year ended March 31, 2024 are as follows:

Particulars	Figures (in Lakhs)
	Year Ended	Year Ended
	March 31, 2024	March 31, 2023
Gross Sales	6301.11	1811.63
Other Operating Income	-	-
^Total Revenue	6301.11	1811.63
Less: Total expenses	5351.14	1676.03
Profit/(Loss) before Exceptional and	949.97	135.60
Extraordinary items and Tax
^ ~ Exceptional Items	-	- ,
Extraordinary Items	-	-
Profit/(Loss) before Tax	949.97	135.60
Tax Expenses (Deferred Tax)	239.09	-2.33
Profit/ (Loss) for the year	710.88	137.92

The Company has reported Profit of Rs. 710.88 (In lakhs) during the year as compared to profit of Rs. 137.92 (In lakhs) in the previous year.

DIVIDEND & APPROPRIATIONS

Based on the Company''s performance, the Board recommended a dividend of '' Rs. 1 per share on 71,04,707 equity shares of '' 10 each, subject to the approval of the Members. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of Rs. 71,04,707.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members effective April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-Tax Act, 1961.

The Record date for the purpose of the final dividend for the financial year ended March 31, 2024, is September 23, 2024.

TRANSFER TO RESERVES

There has been no transfers to the General Reserve of the Company for the year under review.

SHARE CAPITAL Authorized Capital:

The Authorized Share capital of the Company as on March 31, 2024 is INR 25,00,00,000.

Issued, Subscribed and Paid-up Capital:

The Issued, Subscribed and Paid-up Capital of the Company is INR 7,10,47,070. No change in the Issued, Subscribed and Paid-up Capital is made during the year under review.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

Sr.	Name of	Subsidiary / Joint Venture /	Date of becoming of Subsidiary /
No	Company	Associate Company	Joint Venture / Associate Company
-	-	-	-

Statement Containing Salient Features of Financial Statements of Associate Company:

Your Company is not having any Associate Company and hence the statement containing the salient feature of the financial statement of a company''s associate Company under the first proviso to subsection (3) of section 129 in the prescribed Form AOC-1 does not form part of Directors'' Report.

Details of New Subsidiary/ Joint Ventures/Associate Companies:

There are no new Subsidiary/Joint Ventures/Associate Companies of the Company during the year under review.

Details of the Company who ceased to be its Subsidiary/ Joint Ventures/ Associate Companies:

Sr. No.	Name of ^Company	Subsidiary / Joint Venture / * Associate Company	Date of cessation of Subsidiary / Joint Venture / Associate Company
-	-	-	-

BOARD OF DIRECTORS, MEETINGS AND ITSCOMMITTEES:

Change in Directors and Key Managerial Personnel:

During the period under review the following changes took place in the Composition of Board of Directors and Key Managerial Personnel of the Company:

# Ms. Manjeet Mehta Independent director of the company resigned from her post on 21.12.2023.

#Priyanka Garg resigned from the post of Company Secretary and Compliance Officer on 30th June, 2023.

# Ms. Megha Chitre was appointed as the company secretary and compliance officer of the company in the board meeting held on 12.08.2023.

# Mr. Hitarth Prafulbhai Kadia CFO of the Company resigned from his post on 16.03.2024.

i^In terms of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 (the Act''), Mr. Sanjay Lalbhadur Upadhaya (DIN: 07497306) retires by rotation at this Annual General Meeting and being eligible, offers themselves for re-appointment.

Meeting of Shareholders of the company

Meeting	Date & Time
31st Annual General Meeting	Friday, September 11, 2023 at 2:00 P.M
Extra- Ordinary General Meeting#	Thursday, May 9th 2024 at 1:00 P.M.

# EGM conducted for considered and approve Scheme of Amalgamation of Plus Care Internationals Private Limited (transferor Company) amalgamating with One Global Service Provider Limited and their respective shareholders.

Meetings of the Board of Directors:

During the year under review, 4 (Four) Meeting of the Board of Directors were held on 26^th May, 2023, 12^th August, 2023, 9^th November, 2023, 13^th February, 2024, in accordance with the provisions of the Companies Act, 2013 and rules made there under and the applicable secretarial standards.

The details of attendance of each Director at above Meetings are provided as below:

Sr. No.	Name of the Director	No. of Board Meetings entitled to attend as a Director	^ No. of Board Meetings attended
1.	Sanjay Lalbhadur Upadhyay	4	4
2.	Manjeet Sanjay Mehta	3	3
3.	Avni Chouhan	4	4

4.	Hemang Shah	4	4
5.	Pooja Khakhi	4	4 _

Committees of Board:

The provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015 have prescribed and mandated

Forming of Committees of the Board for efficient working and effective delegation of work and to ensure transparency in the practices of the Company. Accordingly, the Committees formed by the Board are as follows:

I. Audit Committee:

Pursuant to Section 177 of the Companies Act, the Board has formed an Audit Committee. The details of which is disclosed herewith.

The Audit Committee of your Company was formed with the purpose of ensuring Transparency, Efficiency & Accountability in the transactions of the Company. Further to recommend Appointment & Remuneration of the Statutory Auditors of the Company, examining the Financial Statements, approving Related Party transactions, carrying out valuation of various Undertakings/Assets of the Company etc.

During the year, the Audit Committee Constituted of the following persons:

Sr. No.	’ Name of the Member	Designation
1.	Avni Chouhan	Member
2.	Hemang Harshadbhai Shah	Member
3.	Sanjay Upadhaya	Member

The Audit Committee has met Four times during the Financial Year 2023-24 on 26th May, 2023,

12th August, 2023, 9th November, 2023, 13th February, 2024.

Nomination and Remuneration Committee:

The Company pursuant to Section 178(1) of the Companies Act, 2013 has formed the Nomination and Remuneration Committee. The details of which is disclosed herewith. The policy is available on the following web-link of the Company: http://www.1gsp.in

The Committee is, inter-alia has been formed to identify persons who are qualified to become Directors of the Company and who may be appointed in the Senior Management along with the evaluation of Directors performance, formulating criteria for determining positive attributes and independence of a Director and recommending policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees and granting of Employee Stock Options to eligible employees.

During the year, the Committee Constituted of the following persons:

Sr. No.	Name of the Member	Designation
1.	Pooja Hemang Khakhi	Member
__2.	__Hemang Harshadbhai Shah	Member
3.	Avni Chouhan	Member

The Nomination and Remuneration Committee has met twice during the Financial Year 2023-24 on 12th August, 2023 and on 9^th November, 2023.

II. Stakeholders Relationship Committee/ Shareholders Grievance Committee:

The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 constituted Stakeholder Relationship Committee. The details of which is disclosed herewith.

The Stakeholders Relationship Committee has been formed to resolve the grievances of various stakeholders of the Company. Its scope of work includes overseeing the performance of the RTA and take note of the complaints received, issuing of duplicate share certificates in case of loss/ theft or torn certificate, redressal of issues related to non-receipt of dividend/Annual report, etc.

The Committee, inter alia, started overseeing and reviewing all matters connected with the shares and looks into shareholders complaints.

During the year, the Committee Constituted of the following persons:

Sr. No.	Name of the Member	Designation
1.	Avni Chouhan	Member ^
2.	Sanjay Upadhaya	Member
3.	Hemang Harshad bhai shah	Member

The Stakeholders Relationship Committee has met one time during the Financial Year 2023-24 on 12th August, 2023.

III. Risk Management Committee:

According to the Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements), 2015, a Risk Management Committee is to be formed by the top 1000 listed Companies based on market capitalization. However, One Global Service Provider Limited does not fall under the threshold. But the Board has opted voluntarily to form the Committee in order to cover the short-comings and secure the position of the Company. The details of the Committee are disclosed herewith.

With a view to control various risks associated with, market fluctuations, change in government policies etc., a policy to identify, prevent and hedge uncertain risks & losses have been formulated; effective means of identifying, measuring and monitoring credit exposures incurred by the Company were also formulated. The Risk Management Committee was formed to formulate & supervise the implementation of this policy, to develop effective surveillance techniques, monitor the external Business environment etc.

Risk Management Policy:

The Company has a robust Policy to identify, evaluate business risks and opportunities. This strategy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage and helps in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for different business segments.

The committee constituted of the following members as on 31^st March, 2024.

Sr. No.	Name of the Member	Designation
1.	Sanjay Lalbahadur Upadhyay	Member ^ ;
2.	Hemang Harshadbhaishah	Member
3.	Pooja Hemang Khakhi	Member

The Risk Management Committee has met twice during the Financial Year 2023-24 on 12^th August, 2023 and 13^th February, 2024.

Independent Directors'' Declaration:

The Independent Directors have given declarations that they meet the criteria of independence as per the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Avni Chouhan, Hemang Harshadbhai Shah and Pooja Hemang Khakhi are the independent directors of the company.

During the year from 01.04.2023 to 31.03.2024 the Separate Meeting of Independent Directors met as on 13th February, 2024.

The Board of Director declares that the Independent Directors in the opinion of the Board are:

a) Persons of integrity and they possess relevant expertise and experience;

b) Not a promoter of the Company or its holding, subsidiary or associate company;

c) Have/had no pecuniary relationship with the company, its holding, subsidiary or associate company or promoter or directors of the said companies during the two immediately preceding financial year or during the current financial year;

d) None of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary or associate company or promoter or directors of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during the current financial year.

e) who, neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of -

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm;

(iii) Holds together with his relatives two percent or more of the total voting power of the company; or is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent. or more of the total voting power of the company; or possess such other qualifications as prescribed in Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Evaluation bv Independent Director:

In a separate meeting of Independent Directors held on 13^th February, 2024 performance of nonindependent directors, performance of the Board as a whole and performance of the Chairman was evaluated.

Familiarization Program for Independent Directors

The Company has a detailed familiarization Program for Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc.

The Vigil Mechanism/ Whistle Blower Policy:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company''s code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns.

The policy is available on the following web-link of the Company: http://www.1gsp.in/

CORPORATE GOVERNANCE REPORT

The paid up share capital of Company is below Rs. 10 crore and net worth is below Rs. 25 crore as per last audited balance sheet as on 31st March, 2024 and therefore, the compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D, and E of schedule V of Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements)

Regulations, 2015 as notified by Securities and Exchange Board of India vide notification No. SEBI/LAD-NRO/GN/2015-16/013 dated 2^nd September, 2015 is not applicable to Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo etc. are furnished in "Annexure - I", which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY REPORT

The company''s net profit, turnover and net worth are outside the criteria of Section 135 of the Companies Act, 2013, therefore, it is not required to spend any amount under CSR Activity.

OTHER STATUTORY DISCLOSURES

Disclosure of Remuneration paid to Director and Key Managerial Personnel and Employees:

The details with regard to payment of remuneration to Director and Key Managerial Personnel pursuant to Section 197(12) of Companies Act, 2013 is provided in separate annexure to the Report as "Annexure-II", which forms part of this Report.

Remuneration to Employees:

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Particulars of contracts or arrangements with related parties:

All Transactions/Contracts/Arrangements entered into by the Company with Related Party (ies) as provided under the provisions of Section 2(76) of the Companies Act, 2013, during the Financial Year under review were in ordinary course of business and on an Arm''s Length Basis.

Further, none of these Contracts / Arrangements / Transactions with Related Parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard. The details are disclosed in Form AOC-2 which is annexed as "Annexure-III", which forms part of this Report.

Particulars of Loan, Guarantee and Investments under Section 186 of the Act:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of Financial Statements provided in this Annual Report.

Deposits:

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage.

Insurance:

The assets of your Company are adequately insured. Your Company has also taken out suitable cover for Public Liability.

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 workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under for prevention and Redressal of complaints of sexual harassment at workplace. The objective of this policy is to lay clear guidelines and provide right direction in case of any reported incidence of sexual harassment across the Company''s offices and take appropriate decision in resolving such issues.

During the financial year 2023-24, the Company has not received any compliant on sexual harassment.

The policy is available on the following web-link of the Company: http://www.1gsp.in

Material changes and commitments affecting the financial position of the Company:

During the period under review from April 01, 2023 to March 31, 2024, there were no material changes and commitments undertaken by the Company which affected the financial position of the Company.

*Plus care Internationals Private Limited is planning to get merged with the company and the company filed documents on the Bombay Stock Exchange. For the same approval received on August 30, 2023. Further company filed application for scheme of amalgamation to Hon''ble National Company Law Tribunal, Bench at Mumbai and received order for calling a shareholder and unsecured creditor meeting on 13^th March, 2024 and certified true copy received on 18^th March, 2024.

The Company has convened a meeting of Shareholder and Unsecured Creditors Meeting on 09^th May, 2024 as per direction of Hon''ble National Company Law Tribunal, Bench at Mumbai.

Significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and Company''s Operations in Future:

The Company has received a direction on dated 13^th March, 2024 for calling a shareholder and unsecured creditor meeting.

The company has complied all the direction given by of Hon''ble National Company Law Tribunal, Bench at Mumbai.

Change in the Nature of Business

There is no change in Business during the year.

Change in Capital Structure

There is no change in capital structure of the company.

Internal Financial Control Systems and their adequacy

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self- assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits.

We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

Disclosure Under Section 43(A)(II) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 54(1)(D) of the Companies Act, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54 (1) (d) of the Act read with Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 62(1)(B) of the Companies Act, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62 (1) (b) of the Act read with Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 67(3) of the Companies Act, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

Management Discussion and Analysis:

The Management Discussion and Analysis Report on the operations of the Company as required pursuant to Part B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as "Annexure - IV" and forms part of this Report.

Secretarial Standards of ICSI

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

AUDITORS Statutory Auditors:

The company regularised S D P M & Co., Chartered Accountants as Statutory Auditor of company in 29^th Annual General Meeting held on 30^th September, 2021. The Auditor''s report given by M/s. S D PM & Co., Chartered Accountants, Statutory Auditors, on the Financial Statements of your Company, for the year ended March 31, 2024, forms part of the Annual Report. There is no qualification, reservation or adverse remark or any disclaimer in their Report.

Auditors'' Observations and Directors'' Comments:

The auditor''s report does not contain any qualifications, reservation or adverse remarks.

Details in Respect of frauds reported by the Auditors under Section 143(12) of Companies Act, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of Companies Act, 2013.

Secretarial Auditor:

The Company has appointed M/s. M K Samdani & Co., Company Secretaries as a Secretarial Auditor of the Company, according to the provision of Section 204 of the Companies Act, 2013 read with Companies Rules for the purpose of conducting Secretarial Audit of Company for the financial year 2022-23. The Report of the Secretarial Audit is annexed herewith as "Annexure V".

Internal Audit and Internal Control Systems:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has adequate internal controls for its business processes across departments to ensure efficient operations, compliance with internal policies, applicable laws and regulations, protection of resources and assets and appropriate reporting of financial transactions.

The Company has Internal Audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements.

It comprises of experienced professionals who conduct regular audits across the Company''s operations. The Company has also appointed Mr. Rushil Soni proprietor of M/s Rushil Soni & Co., Chartered Accountants as Internal Auditors, who reviews the various functions of the Company thoroughly and report to the Audit Committee. During the year under review, the Risk Management Committee of the Company had reviewed the new requirement of Internal Control over Financial Reporting ("ICOFR") and finalized the detailed analysis of key processes, and these were presented for review by the Statutory Auditors. The control mechanism and the process of testing of controls were discussed with the Statutory Auditors.

The Statutory Auditors have submitted their report on the Internal Financial Controls which forms an integral part of this Report.

The adequacy of the same has been reported by the Statutory Auditors of your Company in their report as required under the Companies (Auditor''s Report) Order, 2003.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition & Insider Trading) Regulation 1992 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the ''Trading Window'' is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:

(a) In the preparation of the annual accounts for the year ended on 31st March 202, 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.

ACKNOWLEDGEMENT:

The Board of Directors are grateful for the co-operation and support from the Bankers, clients and other business partners. The Board takes this opportunity to express their sincere appreciation for the excellent patronage, total commitment, dedicated efforts of the executives and employees of the Company at all levels.

Your Directors would like to express their gratitude to the Members and are deeply grateful to them for reposing their confidence and faith in the Company.

The Directors wish to place on record their sincere appreciation of the valuable services rendered by the employees to the Company.

APPRECIATION

The Directors wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors of One Global Service Provider Limited

Sd/-

SANJAY UPADHAYA Managing Director DIN: 07497306

Date:07/09/2024 Place: Mumbai

---

Mar 31, 2015

To,

The Members,

The directors have pleasure in presenting their Twenty Third Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 31.03.2015 31.03.2014

Operating Revenue Nil Nil

Others Nil Nil

Total Income Nil Nil

Expenditure 9.53 25.00

Profit /Loss before Exceptional & Extraordinary items & Tax (9.53) (25.00)

Exceptional Items Nil Nil

Finance Charges Nil Nil

Depreciation Nil Nil

Profit /Loss before Tax (9.53) (25.00)

Provisions and write offs Nil Nil

Provision for tax (current) Nil Nil

Tax Expense earlier years Nil (0.14)

Fringe Benefit Tax Nil Nil

Deferred Tax Added back/written off Nil Nil

Profit / (Loss) after tax (9.53) (25.14)

Excess (short) provision of earlier year written off / back (net) Nil Nil

Balance brought forward from previous year (676.18) (651.03)

Loss carried to Balance Sheet (685.71) (676.18)

During the year under review, the Company did not carry out any operational activity.

2. DIVIDEND

In view of carried forward losses, your Directors do not recommend any dividend on the equity share capital.

3. DIRECTORS

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Kamal Aggarwal (DIN: 00139199) and Shri Naresh Goyal (DIN: 00139277), Directors of the Company, retire by rotation at the ensuing Annual

General Meeting and being eligible have offered themselves for re–appointment. During the year under review, the members approved the appointments of Smt. Minal K Aggarwal (DIN: 07141165) and Smt. Shubharangana N Goyal (DIN: 07141172) as a non–executive Non–Independent Director who is liable to retire by rotation and of Shri Anirudh Sonpal (DIN: 03367049), Shri Surendra Tamboli (DIN: 03258083), Shri S.P. Roy (DIN: 00005131) and Shri Mayur Shah (DIN: 01827655) as Independent Directors who are not liable to retire by rotation. The members have also re–appointed Shri Kamal Aggarwal and Shri. Naresh Goyal designated as directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of Smt. Minal K Aggarwal (DIN: 07141165) and Smt. Shubharangana N Goyal (DIN: 07141172), Mr. Kamal Aggarwal and Mr. Naresh Goyal are given in the Corporate Governance Report.

4. BOARD EVALUATION

Pursuant to the provision of the Companies Act, 2013 and the Clause 49 of the Listing Agreement, 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 committees. The manner in which the evaluation has been carried out has been explained in the corporate Governance Report, attached herewith

5. PUBLIC DEPOSITS

The Company has neither accepted nor renewed any Public Deposits during the year under review. As on date the Company does not hold any fixed deposit from public.

6. AUDITORS

M/s. Shah Mehta and Bakshi, Chartered Accountants, Vadodara is Statutory Auditors of the Company. In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. Shah Mehta & Bakshi, Chartered Accountants, Statutory Auditors, are eligible for reappointment as Statutory Auditors. Members are requested take a note on appointment of them for a term of three consecutive years from the 22nd Annual General Meeting till the conclusion of 25th Annual General Meeting considering the ensuing Annual General Meeting as First and to authorize the Board of Directors to fix their remuneration in consultation with the Auditors.

7. OBSERVATION OF AUDITORS

The Notes on financial statement referred to in the Auditors' Report are self–explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

8. SECRETARIAL AUDITOR

The Board has appointed Shri Hemant Valand, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure I to this Report.

9. OBSERVATION OF SECRETARIAL AUDIT REPORT

In Secretarial Audit Report for the financial year ended March 31, 2015, in that Auditor's have expressed their observation.

Your Directors would like to furnish their explanation to the said observations as under. With regard to the observation received from the Secretarial Auditor, your company is in process for appointment of CEO.

10. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

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

Since the Company has stopped manufacturing activity for last several years, the statement with respect to conservation of energy, technology absorption is not applicable to the Company.

The Company has neither earned nor used any foreign exchange during the year under review.

12. PARTICULARS OF EMPLOYEES

The Company did not have any employee who draw monthly remuneration more than Rs. 5,00,000/- and no employee falling within the scope of sub-section [2A] of Section 217 of the Companies Act, 1956.

13. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with BSE along with the certificate of M/s. Shah Mehta & Bakshi, Auditor's, forms part of this report and attached to this report.

14. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provision of Section 134(5) of Companies Act, 2013 the Board hereby submits its responsibility statement:- a) In the preparation of the Annual Accounts for the year ended on 31st March, 2015, the applicable Accounting Standards have been followed, along with proper explanation related to material departures;

b) Accounting Policies have been consistently applied. The judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2015 and the profit and loss of the Company for the accounting year ended on that date;

c) Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

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

e) The Directors had laid down internal financial control to be followed by the company and that such internal financial control are adequate and were operating effectively.

f) The Directors had devised proper system to ensure compliance with provision of all applicable laws and that such system were adequate and operating effectively.

15. MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

16. SHARE CAPITAL

The paid up equity Share Capital as on March 31, 2015 was Rs. 7,10,47,070/-. During the year under review the company has not issued any shares or any convertible instruments.

17. SHARES

a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEE STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

18. ANNUAL RETURN

The extracts of annual return pursuant to the provision of section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure II and the same is attached to this report.

19. DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

Disclosure required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 have been annexed as Annexure III.

20. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiaries, Joint Venture and Associate Companies.

21. MATERIAL CHANGES

No material changes and commitments affecting the financial position of the company occurred during the financial year to which this financial statement relate on the date of this report.

22. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

There were no loans, guarantees or investments made by the company under section 186 of the companies Act, 2013 during the year under review and hence furnishing the above information is not applicable.

23. RISK MANAGEMENT POLICY

The Company has framed a sound Risk Management Policy to identify and evaluate business risk and opportunities and the same has become integral part of company's day to day operation.

The key business risk identified by the Company is subject to external risks like increasing interest rates, liquidity crunch, inflationary pressure, plunging capital market, slowdown in Indian and global economy etc. Apart from external risks, the recommencement of business activity in the Company largely depends on various approvals, procedures and sanctions, which may get delayed.

24. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION

In absence of any business activity, no commission/remuneration received by MD / WTD from the company.

25. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the board that fulfill all the requirements as stipulated in Section 149(6) of the companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provision of the Companies Act, 2013 and relevant rules.

26. AUDIT COMMITTEE AND VIGIL MECHANISM

Four meetings of the Audit Committee were held during the year. For further details, please refer report on Corporate Governance of this Annual Report. A Vigil Mechanism for director and employees to report genuine concerns has been established. The Vigil Mechanism policy has been uploaded on the website of the company at www.overseassynthetics.com under the 'Other' head.

27. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provision of companies Act, 2013 regarding Corporate Social Responsibility were not attracted to the company for the financial yeas 2014-15.

28. RELATED PARTY TRANSACTIONS

Related Party transactions that were entered during the financial year where on an arm's length basis and where in the ordinary course of business. There were no materially significant related party transactions with the company's promoter, director, management or their relatives, which could have had a potential conflict with the interest of the company. Transactions with related party entered by the company in the normal course of business are periodically placed before the audit committee for its omnibus approval and the particular of contract entered during the year as per Form AOC - 2 is enclosed as Annexure - IV.

The board of directors of the company has, on the recommendation of the audit committee, adopted a policy to regulate transactions between the company and related parties, in compliance with the applicable provision of the Companies Act 2013, the rules thereunder and the listing agreement. The policy was considered and approved by the board has been uploaded on the website of the company at www.overseassynthetics.com under the 'Other' head.

29. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report, attached herewith.

30. ACKNOWLEDGMENT

Your Directors acknowledges the support received from all Government Authorities, Business Associates, Bankers, Shareholders and other business constituents. Your Directors also wish to place on record their appreciation for the continues co-operation made by employees during the year.

By Order of the Board

For, Overseas Synthetics Ltd. Place : Vadodara

Date : 05.08.2015

Registered Office Sd/- Block No. 355, Manjusar Kumpad Road, Rohit H. Patel Village: Manjusar, Taluka: Savli, Managing Director

District : Vadodara - 391775

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Mar 31, 2014

The Members,

The Directors are pleased to present the Twenty Second Annual Report and the Audited Accounts of the Company for the year ended on31stMarch,2014.

1. FINANCIAL RESULTS (Rs. in Lacs)

particulars 31.03.2014 31.03.2013

Operating Revenue Nil Nil

Others; Nil Nil

Total Income Nil Nil

Expenditure 25.00 9.85

Profit /Loss before Exceptional & Extraordinary items & Tax 25.00 (9.85)

Exceptional Items Nil 94.82

Finance Charges Nil Nil

Depreciation Nil Nil

Profit /Loss before Tax (25.00) 84.97

Provisions and write offs Nil Nil

Provision for tax (current) Nil Nil

Tax Expense earlier years (0.13) Nil

Fringe Benefit Tax Nil Nil

Deferred Tax Added back/written off Nil Nil

"Profit / (Loss) after tax (25.14) 84.97

Excess (short) provision of earlier year written off / back (net) Nil Nil

Balance brought forward from previous year (651.03) (736.00)

" Loss carried to Balance Sheet [676.18) (651.03)



During the year under review, the Company did not carry out any operational activity.

2. DIVIDEND

In view of carried forward losses, your Directors do not recommend any dividend on the equity share capital.

4. Revocation of Suspension

In principal approval for revocation of suspension in trading of Equity shares was granted by BSE on November 8,2013 and the final approval for revocation of suspension was granted by BSE on 21st March, 2014 vide its notice dated 14th March, 2014. The equity shares of the Company are listed on the Bombay Stock Exchange (BSE) with scrip code No. 514330. The equity shares are presently traded in T group.

5. DIRECTORS

Mr.AnirudhSonpal.Mr. SurendraTamboli, Mr. S.P.Roy and Mr. Mayur Shah, the Independent Directors of the Company were liable to retire by rotation in terms of provisions of the Companies Act, 1956.However as per provisions of the Companies Act, 2013, the Independent Directors are required to be appointed by Shareholders and for a term upto five consecutive years and they shall not be liable to retire by rotation. Mr. Mayur Shah expressed his unwillingness to be appointed as an Independent Director and accordingly Mr. Mayur Shah is not proposed to be appointed as an Independent Director. Accordingly it is proposed to appoint them as Independent Directors for a term of five consecutive year''s w.e.f. 1st April, 2014. Mr. Kamal Aggarwal and Mr. Naresh Goyal, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and

being eligible offer themselves for re-appointment.

Brief resume of Mr. Aniruddh Sonpal, Mr. Surendra Tarnboli, Mr. Suresh Prasad Roy, Mr. Kamal Aggarwal and Mr. Naresh

Goyal are given in the Corporate Governance Report.

6. PUBLIC DEPOSITS

The Company has neither accepted nor renewed any Public Deposits during the year under review. As on date the Company does not hold any fixed deposit from public.

7. AUDITORS

Appointment of M/s. Shah Mehta a,nd Bakshi, Chartered Accountants, Vadodara as Statutory Auditors of the Company. In compliance with the Companies-(Audit and Auditors) Rules, 2014, M/s. Shah Mehta & Bakshi, Chartered Accountants, Statutory Auditors, are eligible for reappointment as Statutory Auditors. Members are requested to appoint them for a term of three consecutive years from the conclusion of this Annual General Meeting till the conclusion of Fourth Annual General Meeting considering the ensuing Annual General Meeting as First and to authorize the Board of Directors to fix their remuneration in consultation with the Auditors.

8. OBSERVATION OF AUDITORS

In the Annexure to the Independent Auditor''s Report for the year ended 31.03.2014, in para number I (c), VII and X, the Auditor''s have expressed their observations. Your Directors would like to furnish Jheir explanations to the said observations as under:

With regard to para no I (C):

The Promoters have plans to reorganize the Company by adopting suitable means of corporate restructuring and shall recommence the business activity in the Company at the earliest. The Company has also given an advance of Rs. 281.50 Lacs for purchase of assets to carry out manufacturing activities. In the meantime, the Company will continue to pay all its statutory liabilities and endeavor to comply with the provisions of the Companies Act, 2013, listing agreement and all other laws as may be applicable. Hence, the Company very much remains as a going concern. With regard to para no VII:

Considering the present status of the Company, it was not required to appoint any formal internal auditors. However, the Company does have an adequate internal control system commensurate with its current operations. With regard to para no X:

Regarding accumulated losses which exceeds more than 50% of Company''s networth, kindly refer the explanation as furnished herein above. The cash losses incurred in the current financial year is mainly on account of Payment of legal and professional fees. S, CONSERVATION X5F ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company has stopped manufacturing activity for last several years, the statement with respect to conservation of energy, technology absorption is not applicable to the Company. The Company has neither earned nor used any foreign exchange during the year under review.

10. PARTICULARS OFEMPLOYEES

The Company did not have any employee falling within the scope of sub-section [2A] of Section 217 of the Companies Act, 1956.

11. CORPORATE GOVERNANCE

The report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with BSE along with the certificate of M/s. Shah Mehta & Bakshi, Auditor''s, forms part of this report and attached to this report.

12. DIRECTORS''RESPONSIBILITY STATEMENT

In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

a. In the preparation of the Annual Accounts for the year ended on 31st March, 2014, the applicable Accounting Standards have been followed;

b. Accounting Policies have been consistently applied. The judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 st March, 2014 and the profit and loss of the Company for the accounting year ended on that date;

c. Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis.

13. ACKNOWLEDGEMENT

Your Directors acknowledges the support received from all Government Authorities, Business Associates, Bankers, Shareholders and other business constituents.

Your Directors also wish to place on record their appreciation for the continued co-operation made by employees during the year.

For and on behalf of the Board Place: Vadodara For overseas Synthetics Limited

Date: 05/8/2014 Regd. Office: Sd/- Block No. 355, Manjusar Kumpad Road, Rohit H. Patel Village: Manjusar, Taluka: Savli, Managing Director District: Vadodara - 391775

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Mar 31, 2010

The director''s present 18th Annual Report and Audited Accounts for the year ended 31st March, 2010 together with the reports of the Auditors and Directors thereon.

FINANCIAL RESULTS

(Rs. in lakhs)

PARTICULARS 2009-10 2008-09

Sales and Other Income 13.54 19.60

Expenditure 10.02 82.33

Profit /(Loss) before depreciation 3.52 (62.73)

Provision for tax NIL 0.08

Provision for deferred tax Nil Nil

Prior period adjustments 0.24 4.00

Profit/(Loss) after tax (3.76) (66.80)

Add: Balance brought forward from previous year. (980.16) (913.36)

Balance carried to Balance Sheet (976.40) (980.16)

OPERATIONS

During the year under review, your company has posted income of Rs.13.54 lakhs as against Rs. 19.60 lakhs in the corresponding previous year. Your company has posted net profit of Rs. 3.52 lakhs in the current year as compared to loss of Rs. 62.73 in the corresponding previous year which was mainly due to loss on account of sale of fixed assets.

Your Company has now concentrated on trading activities in the current year. However, your directors have chalked out a strategy to directly import other goods including yarn and textile goods from cheap sources such as China and Korea. This would lead to some profitable business.

DIRECTORS

Shri Dinkar Patel, Director of the company would retire and being eligible offers himself for reappointment. Particulars of directors seeking re-appointment are given in the Corporate Governance.

EXPLANATIONS ON THE REMARKS/OBSERVATIONS OF AUDITORS

For the observations/qualifications made by the auditors, your directors submit their explanations as under:

1. As per the consistent practice followed by the company, the gratuity continued to be accounted for on cash basis. It is observed by the management that most of the employees do not put in qualifying services for gratuity hence the same could not be provided for.

2. Normally sundry debtors and creditors do not follow the practice of any confirmation of their dues and balances.

3. As explained, the depreciation of Rs. 1054 not charged to the Profit & Loss Account is in conformity with the policy of the company as no manufacturing activities are undertaken by the company during the year under review.

4. For the deferred tax - non compliance with AS 22, the management firmly believes that in the near future, there is no possibility of writing off the deferred tax assets.

5. . For the impairment of assets no provision is made as during the year some part of the assets were disposed off and treated accordingly in the current year''s accounts, reflecting a true and fair view, this year, as per AS 28.

6. Since the plants were not put to use since 2002 onwards, no depreciation was provided for and same was with the residential flats.

7. The company is investing its liquid assets in stock market securities and investing activities in view of improved stock market conditions iii our country does not call for any further provision as diminution is not likely.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. your directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of affairs of the company as on 31st March, 2010 and the Profit and Loss Account for the year ended on that date (save and except provision of depreciation)

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting the frauds and other irregularities.

4. The directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Information pursuant to provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended is NOT APPLICABLE as no employee of the company was in receipt of remuneration at the prescribed rate during the year under review.

PARTICULARS OF ENERGY CONSERVATION ETC.

Since the company was not engaged into any production activities but only local trading, the ) Information required by Section 217(l)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, being not applicable, is not furnished.

AUDITORS

M/s. Natvarlal Vepari & Co; Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The observations made by auditors in their report are explained herein above.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial and peaceful. Your directors duly recognize and appreciate this valuable resource place on record their appreciation of the industrial peace.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the contribution made by all concerned including its employees.

On behalf of the Board

Sd/- Sd/-

DATE: 07/08/2010 Mayur V Shah Rohit H. Patel

PLACE: SURAT DIRECTOR MG.DIRECTOR