Directors Report of Orissa Bengal Carrier Ltd.

Mar 31, 2025

We are excited to present our 30^th Annual Report, which provides a comprehensive view of the Companyâs activities and performance for the year ended March 31, 2025. This report features audited financial statements along with the auditorâs report, offering a transparent view of the Companyâs financial status. We look forward to guiding you through the Companyâs journey, showcasing both its accomplishments and challenges throughout the year.

1. FINANCIAL HIGHLIGHTS

A summary of the financial performance of the Company (Standalone & Consolidated) for the financial year ended March 31, 2025, is given below:

			(Rs. in Lakhs)
	Standalone		Consolidated
PARTICULARS	FY 2024-25	FY 2023-24	FY 2024-25 (04.06.2024 to 31.03.2025)
Revenue from Operations	30,489.24	33,279.82	33,884.95
Other Income	78.97	237.95	64.70
Total Revenue	30,568.21	33,517.77	33,949.65
Gross Transportation Expenses	28,562.25	31,570.73	31718.57
Employee Benefit Expenses	445.98	485.12	445.98
Finance Cost	340.62	130.26	389.07
Depreciation and Amortization Expenses	526.15	254.03	526.15
Other Expenses	491.81	532.35	509.09
Profit/(Loss) before Tax	201.41	545.28	360.79
Current Tax	75.56	134.06	103.52
Deferred Tax	(0.46)	7.00	7.74
Income Tax of Earlier Year	18.36	35.59	18.36
Profit/(Loss) After Tax	107.94	368.62	231.17
Other Comprehensive Income	4.22	3.95	3.16
Total Comprehensive Income	111.10	372.57	234.33
Earnings Per Equity Share: Basic and Diluted (in Rs.)	0.51	1.75	1.10

The Standalone & Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs (MCA) and as amended from time to time.

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK

During the year, your Company achieved a revenue from operations of Rs. 30,489.24 Lakhs and a net profit after tax of Rs. 107.94 Lakhs on Standalone basis and a revenue from operations of Rs. 33,884.95 Lakhs and a net profit after tax of Rs. 231.17 Lakhs on Consolidated basis. These financial results are presented in the Statement of Profit & Loss and are self-explanatory. For a deeper understanding of our business performance, please refer to the Management Discussion & Analysis Report included in the Annual Report.

3. AVAILABILITY OF FINANCIAL STATEMENTS

In compliance with the Circulars/Notifications issued by Ministry of Corporate Affairs/SEBI in this regard, Annual Report for the FY 2024-25 will be sent to the Shareholders via email registered with the Company or the Depository Participants. For shareholders holding shares in Demat form, the email address registered with their depository participant will be considered as the official email address, unless the shareholder notifies the Company or the Registrar and Transfer Agent (RTA) of any changes.

Members are requested to ensure that their updated email id is registered with our RTA i.e. M/s. Bigshare Services Private Limited.

Full version of Annual Report 2024-25 is also available for inspection at the Corporate Office of the Company during working hours. It is also available at the Companyâs website at https://www.obclimited.com/financial-information.php.

4. FINANCIAL LIQUIDITY

Our Company effectively manages its working capital through a streamlined process, ensuring constant oversight and control over receivables, payables and other key factors.

5. DIVIDEND

In view of growth plans, your directors do not recommend any dividend for the Financial Year under review.

SEBI under Regulation 43A of the SEBI (LODR) Regulations, 2015 requires top 1000 listed companies based on market capitalization to formulate a Dividend distribution Policy. During the year under review, OBCL did not fall under the top 1000 listed companies based on market capitalization, accordingly the requirement relating to Dividend distribution Policy under the SEBI (LODR) Regulations, 2015 does not arise.

6. TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the Financial Year under review.

7. SHARE CAPITAL

The Authorized Share Capital of your Company is Rs. 24,00,00,000/- comprising of 2,40,00,000 Equity Shares of Rs.10/- each and the Paid-up Share Capital is Rs. 21,08,27,900/- comprising of 2,10,82,790 Equity Shares of Rs.10/-each. During the FY 2024-25, there was no change in the capital structure of the Company.

Share Capital	Amount (In Rs.)
Authorized Share Capital	24,00,00,000
Paid-up Share Capital	21,08,27,900

As on March 31, 2025, the market value per share was Rs. 52.01/- as per the trading data available on the website of the Stock Exchanges i.e. BSE and NSE.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year i.e. March 31, 2025, to which the Financial Statements relate and the date of the report. Details of changes, wherever required, have been disclosed under the respective heads in the Financial Statements of the Company.

9. MATERIAL CHANGES IN NATURE OF BUSINESS

Your Company continues to be engaged in the business of Transportation and Logistics. During the year under review, there was no material change in the nature of business of the Company.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, a wholly-owned subsidiary of OBCL in the name of OBCL Ventures Private Limited (OVPL) was incorporated on June 04, 2024 having registered office at B-2, 3rd Floor, CG Elite Complex, Pandri, Raipur - 492001. The principal business of the subsidiary company is to undertake various trading activities including but not limited to trading in iron & steel, electrical power & energy, minerals & mineral products, infrastructure projects, securities market and dealing in goods of all kinds, including consumer goods, industrial products, machinery, equipment, electronics, textiles, agricultural products, and any other tangible or intangible goods.

During the year ended March 31, 2025, the total revenue from the operation of OBCL Ventures Private Limited is Rs. 3395.71/- Lakhs and the Net Profit is Rs. 123.23/- Lakhs.

The Consolidated Financial Statement prepared in accordance with Section 129(3) of the Act and the applicable Accounting Standards forms part of this Annual Report. Additionally, a separate statement containing the salient features of the financial statements including the details of the performance and financial position of OVPL is attached in Form AOC-1 as Annexure-1. The audited financial statements, together with related information and other reports of the subsidiary company are available on the Companyâs website at https://www.obclimited.com/financial-information.php.

Apart from the above, the Company does not have any Subsidiary, Joint Venture or Associate Company.

Report on the contribution of subsidiary to overall performance of the companies during the period under report

Name of Subsidiaries,

Sr. No. Associates and Joint Venture Companies

Contribution to the

Category

overall performance of the Company (Rs. in Lakhs)

overall performance of the Company (In %)

1. OBCL Ventures Private Limited

Wholly-owned

subsidiary

Rs. 3395.71/- Lakhs

10.02%

11. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the loans, guarantees and investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013, have been disclosed in the financial statements of the Company.

DOWNSTREAM INVESTMENT

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

12. DEPOSITS

During the year under review, Company has not invited, accepted or renewed any deposit from the public in terms of the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under. Accordingly, the requirement to furnish details relating to deposits covered under Chapter V of the Companies Act, 2013 does not arise.

13. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into during FY 2024-25 with related parties were on an armâs length basis and in the ordinary course of business and were in compliance with the Section 188 and other applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations, 2015]. There are no materially significant Related Party Transactions entered into with the Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of OBCL at large. All Related Party Transactions were placed before the Audit Committee for its approval. The transactions with related parties are also reviewed by the Board.

The Company has adopted a Policy on Related Party Transactions approved by the Board, which is available at the Companyâs website at: https://www.obclimited.com/policies.php

The particulars of contracts or arrangements with related parties are given in Form AOC-2 and form part of this Board Report as Annexure -2.

14. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of the Company for the Financial Year ended March 31, 2025 is uploaded on the website of the Company and can be accessed at https: //www.obclimited. com/otherinformation.php

15. DIRECTORâS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors state that:

i. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards had been followed and there are no material departures from the same;

ii. the accounting policies had been selected and applied consistently and judgement and estimates had been made that were 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 of the Company for the year ended on that date;

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

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

v. that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

16. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non-executive and Independent Directors including Woman Directors in compliance with the requirement of the SEBI (LODR) Regulations, 2015 and the Act. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders.

The composition of the Board of Directors of the Company as on March 31, 2025 was as follows:

Name of the Directors	Designation
Mr. Gopal Kumar Agrawalla	Chairman & Non-Executive Director
Mr. Ravi Agrawal	Managing Director
Mrs. Priti Agrawal	Wholetime Director
Mrs. Shakuntala Devi Agrawal	Non-Executive Director
Mr. Ashish Dakalia	Independent Director
Mr. Manish Kumar Agrawal	Independent Director

During the year, the Members approved the following re-appointment of Mrs. Shakuntala Devi Agrawal as a Non-Executive Director of the Company at the AGM held on August 27, 2024;

As per Section 149(1) of the Companies Act, 2013 read with Rule 3 of The Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs. Shakuntala Devi Agrawal and Mrs. Priti Agrawal are also the Woman Directors of the Company.

Pursuant to Section 203 of the Act, Mr. Kapil Mittal continued as the Chief Financial Officer (CFO) of the Company and Ms. Muskaan Gupta continued as the Company Secretary & Compliance Officer of the Company.

During the FY 2024-25, there was no other change in the Board of Directors & Key Managerial Personnel of the Company.

17. RETIREMENT BY ROTATION

Mr. Gopal Kumar Agrawalla, Non-Executive Director of the Company, retires by rotation at the ensuing AGM and is eligible for re-appointment. Details of the proposal for his re-appointment is mentioned in the Notice of the 30^th Annual General Meeting of the Company pursuant to the Companies Act, 2013. The re-appointment of the Director is appropriate and in the best interest of the Company. The Board recommends his re-appointment to the Shareholders.

18. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

Pursuant to requirements of the Companies Act, 2013, the Company has framed policy on the appointment of Directors and Senior Management Personnel i.e. Nomination Policy and policy on Remuneration of Directors and Key Management Persons identified under the Companies Act, 2013 and other employees i.e. Remuneration Policy including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act and the same are in force. The Nomination and Remuneration Policy of the Company forms part of the Boardâs Report as Annexure-3.

19. DIRECTORâSE-KYC

In compliance with the Companies (Appointment and Qualification of Directors) Rules, 2014 issued by the Ministry of Corporate Affairs (MCA), all the Directors of OBCL have duly complied with the mandated KYC requirement by filing e-form DIR-3 KYC within the prescribed timeline.

20. DISCLOSURE UNDER SECTION 184 OF THE COMPANIES ACT, 2013

The Company has received the disclosures in the Form DIR-8 required under Section 184 of the Companies Act, 2013 and has noted that none of the Directors have incurred any of the disqualifications on account of non-compliance with any of the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, there were no acts of omission/commission by the Company itself, leading to the disqualification of its directors.

21. MEETINGS OF THE BOARD
	Meeting No.	Meeting Date	Total No. of Directors as on date of meeting	Attendance Directorâs % of present Attendance
	1.	May 30, 2024	06	06	100%
	2.	July 26, 2024	06	06	100%
	3.	August 14, 2024	06	06	100%
	4.	November 14, 2024	06	06	100%
	5.	February 14, 2025	06	06	100%
	6.	March 31, 2025	06	06	100%

The Board met Six (6) times during the year. During the year under review, the total duration of the Board meetings i.e., approximate aggregate number of hours was about 20.5 hours. The maximum gap between any two meetings was less than one hundred and twenty days. For further details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

22. COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has constituted various committees as per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, including Audit Committee, Nomination & Remuneration Committee,

Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The composition of the Committees as on March 31, 2025 was as follows:
Audit Committee:
Name of the Director	Status in Committee	Nature of Directorship
Mr. Ashish Dakalia	Chairman	Non - Executive Independent Director
Mr. Manish Kumar Agrawal	Member	Non - Executive Independent Director
Mr. Gopal Kumar Agrawalla	Member	Non - Executive Director
Nomination & Remuneration Committee (NRC):
Name of Director	Status in Committee	Nature of Directorship
Mr. Ashish Dakalia	Chairman	Non-Executive and Independent Director
Mr. Manish Kumar Agrawal	Member	Non-Executive and Independent Director
Mrs. Shakuntala Devi Agrawal	Member	Non-Executive Director
Corporate Social Responsibility (CSR) Committee:
Name of Director	Status in Committee	Nature of Directorship
Mr. Ashish Dakalia	Chairman	Non-Executive & Independent Director
Mr. Ravi Agrawal	Member	Executive Director
Mrs. Shakuntala Devi Agrawal	Member	Non-Executive Director
Stakeholders Relationship Committee (SRC):
Name of Director Status in Committee		Nature of Directorship
Mr. Ashish Dakala	Chairman	Non-Executive and Independent Director
Mr. Manish Kumar Agrawal	Member	Non-Executive and Independent Director
Mr. Ravi Agrawal	Member	Executive Director

There was no instance during the FY 2024-25, where the Board of Directors did not accept any recommendation made by any Committee of the Board. Details of the meetings of the Committees, attendance of the Directors at such Meetings and other relevant details are given in the Corporate Governance Report forming part of this Report.

23. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held during the year under review, for performing the following functions:

a) Review & evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

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

c) Assessment of the quality, quantity and timeliness of flow of information between the Management of the Company and the Board of Directors that is necessary for the board of directors to effectively and reasonably perform their duties.

The above meeting was held on March 31, 2025 and both the Independent Directors i.e. Mr. Ashish Dakalia and Mr. Manish Kumar Agrawal were present at the meeting.

24. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given Declaration of Independence as required under the applicable laws as well as confirmation that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of management and a confirmation that they have read and understood the Companyâs code of conduct, as applicable to the Board of Directors of the Company.

The Independent Directors have enrolled themselves in the Databank being maintained by the Indian Institute of Corporate Affairs to qualify as an Independent Director as per Section 150 of the Companies Act, 2013 and they have furnished the declaration affirming their compliance with the relevant provisions of Companies (Appointment & Qualification of Directors) Rules, 2014 along with the Declaration of Independence given as per Section 149(7) of the Act.

Based on the confirmation/declaration received from the Independent Directors, that they were not aware of any circumstances that are contrary to the declarations submitted by them, the Board acknowledges the veracity of such confirmation and takes the same on record. In the opinion of the Board, all the aforesaid Independent Directors possess the requisite expertise and experience (including the proficiency) and they hold the highest standards of integrity.

25. PERFORMANCE EVALUATION

As per the provisions of the Companies Act, 2013, the Nomination & Remuneration Committee (NRC) specifies the manner for effective evaluation of the performance of Board, its Committees and individual directors to be carried out either by the Board, by the NRC or by an independent external agency and review its implementation and compliance. Accordingly, the evaluation of the performance of the Board, its Committees and of its individual directors including Independent Directors were carried out by the Nomination and Remuneration Committee of the Company.

The review of the performance of Non-Independent Directors, the Board as a whole and the Chairperson of the Company was also be done by the Independent Directors of the Company in their separate meeting held on March 31, 2025 without the presence of Non-Independent Directors and the management of the Company, in compliance with the requirements of the Act and SEBI (LODR) Regulations, 2015 and Schedule IV of the Act.

26. AUDITORS AND AUDITORSâ REPORT

(i) Statutory Auditor:

Pursuant to Section 139 of the Act, M/s. Agrawal Mahendra & Co., Practicing Chartered Accountants, Raipur (FRN: 322273C), were appointed as the Statutory Auditors by the Members of the Company, at the AGM held on September 20, 2023 to hold office until the conclusion of 33^rd AGM to be held in the year 2028.

Under Section 139 and 141 of the Act and Rules framed there under, M/s. Agrawal Mahendra & Co. confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. In continuation of its term of appointment, the said Audit Firm conducted the Statutory Audit of the Company for the financial year ended March 31, 2025.

Statutory Audit Report:

The report of the Statutory Auditors forms part of the financial statements. The Statutory Auditorsâ Report for FY 2024-25 does not contain any qualification, reservation or adverse remark.

(ii) Internal Auditor:

Pursuant to Section 138 of the Act & rules made thereunder, M/s. RA Agrawal & Associates, Chartered Accountants, Raipur (FRN: 028560C) were appointed as the Internal Auditors of the Company for the FY 2021-22 and onwards.

During the year under review, the name of the Internal Auditors of the Company was changed from M/s. Agrawal Mittal & Associates to M/s. RA Agrawal & Associates effective from September 01, 2024 due to the reorganization of their firm. Accordingly, they continued to function and discharge their obligations under the name âM/s. RA Agrawal & Associatesâ for their tenure with no changes in the terms & conditions of their appointment as the Internal Auditors of the Company.

Internal Audit Report:

The Internal Auditorsâ M/s. RA Agrawal & Associates, Chartered Accountants, have issued clean Internal Audit Report for the quarter and year ended March 31, 2025, as per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

(iii) Secretarial Auditor

The Board had appointed M/s. Anil Agrawal & Associates, Practicing Company Secretaries, Raipur, to conduct Secretarial Audit of the Company for the financial year ended March 31, 2025 as per the provisions of Section 204 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. Further, in compliance with the provisions of Regulation 24A of the SEBI (LODR) Regulations, 2015, the Board of Directors, at their meeting held on May 30, 2025, recommended and approved the appointment of M/s. Anil Agrawal & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five years commencing from the conclusion of the ensuing AGM, subject to the approval of the shareholders of the Company.

The Board has also proposed to appoint M/s. Anil Agrawal & Associates, Practicing Company Secretaries, to Scrutinize the voting process in the ensuing AGM and provide a fair report accordingly. The Scrutinizer shall, after the conclusion of voting at the AGM, first count the votes cast during the AGM and, thereafter, unblock the votes cast through remote e-voting and shall make, not later than 48 hours from the conclusion of the AGM, a Consolidated Scrutinizerâs Report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

Secretarial Audit Report:

The Secretarial Auditorsâ M/s. Anil Agrawal & Associates, Practicing Company Secretaries, have issued a clean Secretarial Audit Report in the Form No. MR-3 for the FY 2024-25 in compliance with the requirement of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Secretarial Audit Report for the FY 2024-25 forms part of the Boardâs Report as Annexure-4.

27. EXPLANATIONS OR COMMENTS ON THE QUALIFICATION, RESERVATION OR AD VERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS IN THEIR REPORT

There were no qualification, reservation, disclaimer or adverse remark made by the Statutory Auditorsâ, Secretarial Auditorsâ or Internal Auditors in their Report issued to the Company.

28. LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on the Main Board of BSE Ltd. (âBSEâ) and the National Stock Exchange of India Ltd. (âNSEâ) with effect from April 07, 2022.

29. SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e., SS-1 and SS-2 as updated from time to time, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ have been duly complied with by your Company during the year under review.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

OBCL is covered under the purview of Section 135 of the Companies Act, 2013 and hence, it needs to constitute a CSR Committee and spend 2% of its average net profit for identified CSR purposes. The Company has duly constituted a CSR Committee consisting of Mr. Ashish Dakalia, Independent Director as the Chairman and Mr. Ravi Agrawal, Managing Director and Mrs. Shakuntala Devi Agrawal, Non-Executive Director of the Company, as the members of the CSR Committee. The CSR projects of the Company are being implemented by the Company itself based on the CSR Policy of the Company as approved by the CSR Committee and the Board of Directors of the Company.

During the year 2024-25, the CSR Contribution of the Company was required to be spent to implement the CSR Policy of the Company in the manner laid down in Section 135(5) of the Companies Act, 2013 and the actual amount incurred towards approved projects utilized 100% of the amount required to be spent by the Company.

The CSR policy is available on your Companyâs website www.obclimited.com. The disclosures required to be made in the Boardâs Report as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure - 5.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis report forms part of this Annual Report as Annexure - 6.

32. CORPORATE GOVERNANCE

Orissa Bengal Carrier Limited (OBCL) is a Public Limited Company, whose securities are listed on NSE and BSE with effect from April 07, 2022. The Company is committed to maintain the highest standards of corporate governance and adhere to corporate governance requirements.

OBCL has always been involved in good governance practices and endeavors continuously to improve upon the same. A report on corporate governance for the financial year 2024-25 is furnished as part of the Boardâs Report for the information of all its stakeholders as Annexure-7(i). The Compliance Certificate from a Practicing Company Secretary confirming compliance with the conditions of disclosures and Corporate Governance norms specified for listed companies pursuant to Regulation-34(3) & Certificate of Non-Disqualification of Directors pursuant to Schedule-V Para-C Clause-10(i) of the SEBI (LODR) Regulations, 2015 for the year ended March 31, 2025 are attached to the Corporate Governance Report.

33. CODE OF CONDUCT

A Code of Conduct for Directors and Senior Management Personnel of the Company is framed as per the requirements of the SEBI (LODR) Regulations, 2015. All the Directors and the KMPs have affirmed compliance with the Code of Conduct. The Managing Director of the Company has affirmed to the Board of Directors that the Code of Conduct has been complied by the Directors and senior management personnel and the same is attached herewith as Annexure- 7(ii) and forms part of the Corporate Governance Report.

As per the requirement of the SEBI (LODR) Regulations, 2015, the code of conduct, has been hosted on the website of the Company at https://www.obclimited.com/policies.php.

34. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

SEBI under Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015 read with National Guidelines on Responsible Business Conduct issued by the Ministry of Corporate Affairs requires top 1000 listed companies based on market capitalization to present a Business Responsibility and Sustainability Report (BRSR) to its stakeholders in the prescribed format.

During the year under review, OBCL did not fall under the top 1000 listed companies based on market capitalization, accordingly, the requirement relating to Business Responsibility and Sustainability Report under the SEBI (LODR) Regulations, 2015 does not arise.

35. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Controls are an integral part of the Group Risk Management framework and processes that address financial as well as financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the respective business processes.

There is a high degree of automation in most of the key areas of operations and processes. Also, all the processes are well defined which, inter alia, includes the financial controls in the form of maker checker, strict adherence to financial delegation given by the Board at various levels, systemic controls, information security controls as well as role-based access controls, etc. Further, these controls are periodically reviewed for change management in situations like the introduction of new processes/change in processes, change in the systems, change in personnel handling the activities, etc. Besides, these controls are independently reviewed by the internal auditors/operations reviewers of the Company including conducting the routine internal audit/operations review by them whereby the audit activity embeds validation/review of the controls to establish their adequacy and effectiveness.

The Internal Auditors, Statutory Auditors and the Secretarial Auditors review the compliances by the Company with respect to various laws, rules, regulations, etc. as applicable to it. The observations, if any, of the internal audit, statutory audit and the secretarial audit are also presented to the Audit Committee as and when they occur. The Statutory Auditors have conducted a review of internal financial controls including entity level controls, general controls, risk control and process walk through on a sample basis as per the guidelines issued by the ICAI.

36. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant or material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of your Company and its future operation.

37. HUMAN RESOURCES

The Human Resource function has ensured that it has driven process excellence by digitizing work processes in tandem with policy changes so that technology driven engagement, efficiency, simplicity, scalability and empowerment could be achieved. With the great belief that people are our greatest asset, the employer-employee relationship can be characterized as fair, trusting and caring.

Your Company organized various in-house training programs on Operational Efficiency, Quality Service, HR policies and Claim Risk Management for employees at all levels Senior Management Personnel participated in various Management Development Programs with special reference to the Logistics; organized by reputed institutions. Your Company has always viewed human resource development as a critical activity for achieving its business goals.

38. PARTICULARS OF EMPLOYEES

As on March 31, 2025, there were 147 employees on the payroll of OBCL. The statement as required under Section 197(12) of the Act read with Rule 5(1)(i) of the Companies (Appointment and Remuneration) Rules, 2014 in respect to the ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial Year 2024-25 forms part of this report as Annexure 8(i).

A Statement of Particulars of Employees covered under the provisions of Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure-8(ii).

â¢ DETAILS OF EMPLOYEE STOCK OPTIONS:

The Company does not have any Employee Stock Option Scheme/ Plan.

â¢ GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 142 Female Employees: 5 Transgender Employees: Nil

This disclosure reinforces the Companyâs efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

39. RISK MANAGEMENT

The Company has been following the principle of risk minimization as it is the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the Company. The main objective of this plan is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the plan establishes a structured and disciplined approach to risk management, in order to guide for decisions on risk related issues. In todayâs challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the Company are imperative. The common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc., As a part of the plan, these risks are assessed and steps as appropriate are taken to mitigate the same.

40. INDUSTRIAL RELATIONS

The Company has maintained good industrial relations on all fronts. Your directors wish to place on record their appreciation for the honest and efficient services rendered by the employees of the Company and for the co-operation of all the Stakeholders of the Company.

41. PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance policy on sexual harassment. In that line, the Board takes anti sexual harassment initiatives by way of Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder and they are responsible to inquire into complaints (if any) of sexual harassment and take appropriate action. Their aim is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected therewith or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The disclosures required to be given under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the Financial Year 2024-25 are given below:


Sl. No.	Particulars	Applicability
1.	Number of complaints of sexual harassment received in the year	NIL
2.	Number of complaints disposed-off during the year	Not applicable
3.	Number of cases pending for more than 90 days	Not applicable
4.	Number of workshops or awareness programs against sexual harassment carried out	Awareness program was conducted for all employees
5.	Nature of action taken by the employer	Not applicable

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

OBCL has a Policy on Prevention of Sexual Harassment of Women at Workplace which is available in the website of the Company in the following link: https://www.obclimited.com/policies.php

42. COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees shall be provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave, as and when the matter arises.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

43. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity and ethical behavior. The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companyâs code of conduct without fear of reprisal. The vigil mechanism provides for adequate safeguards against victimization of persons who use such mechanism. The Company has set up a Direct Access initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee for appropriate or exceptional cases, and also to a three-member direct access team established for this purpose. The direct access team comprises one senior

woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy. No Personnel had been denied access to the Committee during the year ended March 31, 2025.

The Whistle Blower Policy is available on the website of the Company at https://www.obclimited.com/pdf/p&p/04.%20WHISTLE%20BLOWER%20POLICY.pdf?v=20250408.02

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

i. Conservation of Energy:

a) The steps taken or impact on conservation of energy: Reasonable efforts are made for conservation of electric energy used in office, increase fuel efficiency of vehicles deployed by the Company.

b) The steps taken by the company for utilizing alternate sources of energy: The Company has used alternate source of energy, whenever and to the extent possible.

c) The capital investment on energy conservation equipment: There were no capital investments made on energy conservation equipment.

ii. Technology Absorption:

a) The effort made towards technology absorption: Company has adopted a single software for tracking vehicles of the Company and their movement.

b) The benefits derived like product improvement, cost reduction, product development or import substitution: Product Improvement

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): No technology was imported during the year.

d) The expenditure incurred on Research & Development: No expenditure was incurred on Research & Development.

iii. Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: There was no Foreign Exchange earnings and outgo during the financial year as required by the Companies (Accounts) Rules, 2014.

45. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The disclosures of details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year as per the Rule 8 of the Companies (Accounts) Rules, 2014 was not applicable to your Company as there are no such applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 with respect to the Company.

46. DIFFERENCE IN AMOUNT OF THE VALUATION

The disclosures of details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof as per the Rule 8 of the Companies (Accounts) Rules, 2014, was not applicable to the Company as there was no such instance of either one time settlement during the year under review.

47. REPORTING OF FRAUDS

During the year under review, the statutory auditors, the secretarial auditors or the internal auditors have not reported to the Audit Committee or the Board of Directors, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against OBCL by its officers or employees, the details of which would need to be mentioned in this Boardâs report.

48. COSTAUDIT/COSTRECORDS

The requirement relating to disclosure and the maintenance of cost records as specified by the Central Government under section 148 of the Companies Act, 2013 is not required to be made by the Company and accordingly, such accounts and records are not prepared and maintained.

49. SERVICES TO SHAREHOLDERS

All matters relating to transfer/transmission of shares, issue of duplicate share certificates, payment of dividend, de-materialization and re-materialization of shares and redressal of investors grievances are carried out by M/s. Bigshare Services Pvt. Ltd., Mumbai, the Registrar and Transfer Agent of the Company.

50. DEMATERIALIZATION OF COMPANYâS SHARES

Your company has provided the facility to its shareholders for dematerialization of their shareholding by entering into an agreement with The National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN number allotted to the company is INE426Z01016.

The Company had not made any public issue, rights issue, preferential issue, etc. during the year under review. Hence, the requirement to furnish any statement/explanation for the deviation/variation in pursuant to Regulation 32(4) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company.

51. DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

During the year under review, there were no shares of the Company held in the demat suspense account or unclaimed suspense account. Accordingly, the disclosure with respect to demat suspense account/unclaimed suspense account as per the requirements of Schedule-V Para-F of the SEBI (LODR) Regulations, 2015 is not applicable to the Company.

Further, in terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments thereto and modifications thereof, if any), there was no transfer of unpaid/unclaimed dividends to the Investor Education and Protection Fund during the year under review.

52. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the significant contributions made by the employees at all the levels through their dedication hard work and commitment thereby enabling the Company to boost its performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Practicing Professionals, Auditors, Suppliers, Customers, Banks/Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.

Mar 31, 2024

We''re thrilled to share our 29^th Board''s Report, summarizing our Company''s activities and performance for the year ended March 31, 2024. This report includes audited financial statements and the auditor''s report, providing a clear picture of the financial health of the Company. We''re excited to walk you through the Company''s journey, highlighting its achievements and challenges along the way.

1. FINANCIAL HIGHLIGHTS

The Company''s standalone financial performance for the year ended March 31, 2024 is as summarized below: Rs. In Lakhs
	PARTICULARS	FY 2023-24	FY 2022-23
	Revenue from Operations	33,279.82	36,708.62
	Other Income	237.95	143.11
	Total Revenue	33,517.77	36,851.73
	Gross Transportation Expenses	31,570.73	34,657.09
	Employee Benefit Expenses	485.12	428.37
	Finance Cost	130.26	137.77
	Depreciation and Amortization Expenses	254.03	257.37
	Other Expenses	532.35	870.77
	Profit/(Loss) before Tax	545.28	500.36
	Current Tax	134.06	119.55
	Deferred Tax	7.00	13.89
	Income Tax of Earlier Year	35.59	-
	Profit/(Loss) After Tax	368.62	366.92
	Other Comprehensive Income	3.95	3.25
	Total Comprehensive Income	372.57	370.17
	Earnings Per Equity Share: Basic and Diluted (in Rs.)	1.75	1.74

During the year, your Company achieved a revenue from operations of Rs. 33,279.82 Lakhs and a net profit after tax of Rs. 368.62 Lakhs. These financial figures are outlined in the Statement of Profit & Loss and speak for themselves. More detailed insights into our business performance can be found in the Management Discussion and Analysis Report included in the Annual Report.

3. AVAILABILITY OF FINANCIAL STATEMENTS

According to a circular from the Ministry of Corporate Affairs dated April 29, 2011, companies are permitted to send documents like Annual Reports via email. Shareholders holding shares in Demat and having email id registered with their depository participant is considered as the official email id unless informed otherwise to the Company or the Registrar and Transfer Agent (RTA) of the Company.

The Members are requested to ensure that their email id is registered with our RTA i.e. M/s. Bigshare Services Private Limited.

Full version of Annual Report 2023-24 is also available for inspection at the Corporate Office of the Company during working hours. It is also available at the Company''s website at https: / / www.obclimited.com/financial-information.php.

4. FINANCIAL LIQUIDITY

Our Company effectively manages its working capital through a streamlined process, ensuring constant oversight and control over receivables, payables and other key factors.

5. DIVIDEND

In view of growth plans, your directors do not recommend any dividend for the Financial Year under review.

SEBI under Regulation 43A of the SEBI (LODR) Regulations, 2015 requires top 1000 listed companies based on market capitalization to formulate a Dividend distribution Policy.

During the year under review, OBCL did not fall under the abovementioned category, accordingly the requirement relating to Dividend Distribution Policy under the SEBI (LODR) Regulations, 2015 does not arise.

6. TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the Financial Year under review.

7. SHARE CAPITAL

The Authorized Share Capital of your Company is Rs. 24,00,00,000/- comprising of 2,40,00,000 Equity Shares of Rs. 10/- each and the Paid-up Share Capital is Rs. 21,08,27,900/-comprising of 2,10,82,790 Equity Shares of Rs.10/- each. During the FY 2023-24, there was no change in the capital structure of the Company.

Share Capital	Amount (In Rs.)
Authorized Share Capital	24,00,00,000
Paid-up Share Capital	21,08,27,900

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year i.e. March 31, 2024, to which the Financial Statements relate and the date of the report. Details of changes, wherever required, have been disclosed under the respective heads in the Financial Statements of the Company.

9. MATERIAL CHANGES IN NATURE OF BUSINESS

During the year under review, there was no material change in the nature of business of the Company..

10. SUBSIDARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

A wholly-owned subsidiary of OBCL in the name of OBCL Ventures Private Limited has been incorporated on June 04, 2024 to undertake various trading activities. Since the Wholly-owned Subsidiary was incorporated in the FY 2024-25, all the compliances and disclosures requirements pertaining to the Subsidiary including the consolidated financial statements pursuant to the provisions of Section 136 and Form AOC-1 pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("Act") was not applicable during the year under review.

Apart from the above, the Company does not have any Subsidiary, Joint Venture or Associate Company.

11. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

12. DEPOSITS

13. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into during FY 2023-24 with related parties were on an arm''s length basis and in the ordinary course of business and were in compliance with the Section 188 and other applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations, 2015]. There are no materially significant Related Party Transactions entered into with the Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of OBCL at large. All Related Party Transactions are placed before the Audit Committee for its approval. The transactions with related parties are also reviewed by the Board.

The Company has adopted a Policy on Related Party Transactions approved by the Board, which is available at the Company''s website at: https://www.obc1imited.com/policies.php

The particulars of contracts or arrangements with related parties are given in Form AOC-2 and form part of this Annual Report as Annexure -1.

14. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of the Company for the Financial Year ended March 31, 2024 is uploaded on the website of the Company and can be accessed at https:// www.obc1imited.com/otherinformation.php

15. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors state that:

i. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards had been followed and there are no material departures from the same;

ii. the accounting policies had been selected and applied consistently and judgement and estimates had been made that were 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 of the Company for the year ended on that date;

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

v. that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

16. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non-executive and Independent Directors including Woman Director in compliance with the requirement of the SEBI (LODR) Regulations, 2015 and the Act. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders.

The composition of the Board of Directors of the Company as on March 31, 2024 was as follows:

	Name of the Directors	Designation
	Mr. Gopal Kumar Agrawalla	Chairman & Non-Executive Director
	Mr. Ravi Agrawal	Managing Director
	Mrs. Priti Agrawal	Wholetime Director
	Mrs. Shakuntala Devi Agrawal	Non-Executive Director
	Mr. Ashish Dakalia	Independent Director
	Mr. Manish Kumar Agrawal	Independent Director

During the year under review, the five-year term of directorship of Mr. Ravi Agrawal and Mr. Manoj Kumar Agrawal came to an end on June 30, 2023. Mr. Manoj Kumar Agrawal, vide his letter dated, June 16, 2023, expressed his intention not to continue his directorship on the Board of the Company. Accordingly, he was not re-appointed as a Director on the Board of the Company. The Board places on record its appreciation for his invaluable contribution and guidance during his tenure as a Director of the Company.

During the year under review, the Members approved the following appointment and re-appointment of Directors:

> Re-appointment of Mr. Gopal Kumar Agrawalla as a Non-Executive Director of the Company;

> Re-appointment of Mr. Ravi Agrawal as the Managing Director of the Company for a further term of 5 years effective from July 01, 2023 to June 30, 2028;

> Appointment of Mrs. Priti Agrawal as an Executive Non-Independent Director in the category of Wholetime Director of the Company effective from October 01, 2023 to September 30, 2028; and

> Appointment of Mr. Manish Kumar Agrawal as an Independent Director of the Company effective from October 01, 2023 to September 30, 2028.

Mr. Sourabh Agrawal tendered his resignation from the office of Independent Director w.e.f. October 16, 2023 to the Board of Directors of the Company due to his inability to function independently.

Mr. Manish Kumar Agrawal is a Chartered accountant by profession and has experience and expertise in the field of Finance and Accounts and the Board was satisfied that it was in the best interest of the Company to appoint Mr. Manish Kumar Agrawal as an Independent Director of the Company. In the opinion of Board, Mr. Ashish Dakalia and Mr. Manish Kumar Agrawal are persons of integrity and fulfil requisite conditions as per applicable laws and are independent of the management of the Company.

During the FY 2023-24, there was no other change in the Board of Directors & Key Managerial Personnel of the Company.

17. RETRIREMENT BY ROTATION

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of the Directors of the Company are liable to retire by rotation every year and, if eligible, they can offer themselves for re-appointment at the AGM.

Mrs. Shakuntala Devi Agrawal, Non-Executive Director of the Company, retires by rotation at the ensuing AGM and is eligible for re-appointment. Details of the proposal for her re-appointment is mentioned in the Notice of the 29^th AGM of the Company pursuant to the Companies Act, 2013. The re-appointment of the Director is appropriate and in the best interest of the Company. The Board recommends her re-appointment to the Shareholders for their approval.

18. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Pursuant to the requirements of the Companies Act, 2013, the Company has framed policies on the appointment of Directors and Senior Management Personnel i.e. Nomination Policy and Remuneration of Directors and Key Managerial Personnels identified under the Companies Act, 2013 and other employees i.e. Remuneration Policy including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under 178(3) and the same are in force. The Nomination and Remuneration Policy of the Company forms part of the Board''s Report as Annexure-2.

19. DIRECTOR''S E-KYC

The Ministry of Corporate Affairs (MCA) has vide amendment to the Companies (Appointment and Qualification of Directors) Rules, 2014, mandated KYC of all the Directors through the e-Form DIR-3 KYC. All Directors of OBCL have complied with the aforesaid requirement.

20. DISCLOSURES UNDER SECTION 164 OF THE COMPANIES ACT, 2013

The Company has received the disclosures in the Form DIR-8 required under Section 164 of the Companies Act, 2013 and has noted that none of the Directors have incurred any of the disqualifications on account of non-compliance with any of the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, there were no acts of omission/commission by the Company itself, leading to the disqualification of its directors.

21. MEETINGS OF THE BOARD

The details of the meeting of the Board of Directors of the Company during the FY 202324 are as follows:

Meeting No.	Meeting Date	Director''s present
1.	May 26, 2023	06
2.	June 30, 2023	06
3.	August 11, 2023	06
4.	August 21, 2023	06
5.	November 06, 2023	06
6.	December 08, 2023	06
7.	February 10, 2024	06
8.	March 30, 2024	06

The Board met Eight (8) times during the year. During the year under review, the total duration of the Board meetings i.e., approximate aggregate number of hours was about 17 hours. The maximum gap between any two meetings was less than one hundred and twenty days.

For further details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

22. COMMITTEES OF THE BOARD

As on March 31, 2024, the Board has constituted various committees as per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The composition of the Committees as on March 31, 2024 was as follows:

Audit Committee:
Name of the Director		Status in Committee		Nature of Directorship
Mr. Ashish Dakalia		Chairman		Non - Executive Independent Director
Mr. Manish Kumar Agrawal		Member		Non - Executive Independent Director
Mr. Gopal Kumar Agrawalla		Member		Non - Executive Director
Nomination & Remuneration Committee:
Name of Director		Status in Committee		Nature of Directorship
Mr. Ashish Dakalia		Chairman		Non-Executive Independent Director
Mr. Manish Kumar Agrawal		Member		Non-Executive Independent Director
Mrs. Shakuntala Devi Agrawal		Member		Non-Executive Director
Corporate Social Responsibility Committee:
Name of Director	Status in Committee		Nature of Directorship
Mr. Ashish Dakalia	Chairman		Non-Executive Independent Director
Mr. Ravi Agrawal	Member		Executive Director
Mrs. Shakuntala Devi Agrawal	Member		Non-Executive Director

Stakeholders Relationship Committee
Name of Director	Status in Committee	Nature of Directorship
Mr. Ashish Dakala	Chairman	Non-Executive Independent Director
Mr. Manish Kumar Agrawal	Member	Non-Executive Independent Director
Mr. Ravi Agrawal	Member	Executive Director

There was no instance during FY 2023-24, where the Board of Directors did not accept any recommendation of any Committee of the Board. Details of the meetings of the Committees, attendance of the Directors at such Meetings and other relevant details are given in the Corporate Governance Report forming part of this Report.

23. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held during the year under review for performing the following functions:

a) Review & evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

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

c) Assessment of the quality, quantity and timeliness of flow of information between the Management of the Company and the Board of Directors.

24. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given Declaration of Independence as required under the applicable laws as well as confirmation that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of management and a confirmation that they have read and understood the Company''s code of conduct, as applicable to the Board of Directors of the Company.

The Independent Directors have enrolled themselves in the Databank being maintained by the Indian Institute of Corporate Affairs (IICA) to qualify as an Independent Director and they have furnished the declaration affirming their compliance with the relevant provisions of Companies (Appointment & Qualification of Directors) Rules, 2014 along with the Declaration of Independence given as per Section 149(7) of the Companies Act, 2013.

Based on the confirmation/ declaration received from the Independent Directors that they were not aware of any circumstances that are contrary to the declarations submitted by them, the Board acknowledges the veracity of such confirmation and takes the same on record. In the opinion of the Board, all the aforesaid Independent Directors possess the requisite expertise and experience (including the proficiency) and they hold the highest standards of integrity.

The review of the performance of Non-Independent Directors, the Board as a whole and the Chairperson of the Company was also done by the Independent Directors of the Company in their separate meeting held on March 30, 2024 without the presence of Non-Independent Directors and the management of the Company, in compliance with the requirements of the Schedule IV of the Act and SEBI (LODR) Regulations, 2015.

26. AUDITORS AND AUDITORS'' REPORT(i) Statutory Auditor:

M/s. Agrawal & Pansari, Chartered Accountants, held office of the Statutory Auditors of the Company until the conclusion of the 28^th AGM of the Company held on September 20, 2023.

Statutory Audit Report:

The report of the Statutory Auditors forms part of the financial statements. The Statutory Auditors'' Report for FY 2023-24 does not contain any qualification, reservation or adverse remark.

(ii) Internal Auditor:

Pursuant to Section 138 of the Act & rules made thereunder, M/s. Agrawal Mittal & Associates, Chartered Accountants, Raipur, (FRN: 028560C) were appointed as the Internal Auditors of the Company for the FY 2021-22 and onwards.

Internal Audit Report:

The Internal Auditors'' M/s. Agrawal Mittal & Associates, Chartered Accountants, have issued clean Internal Audit Report for the year ended March 31, 2024, as per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

(iii) Secretarial Auditor

The Board has appointed M/s. Anil Agrawal & Associates, Practicing Company Secretaries, Raipur, to conduct Secretarial Audit of the Company for the financial year ended March 31, 2024 in compliance with the provisions of Section 204 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The Board has also proposed to appoint M/s. Anil Agrawal & Associates, Practicing Company Secretaries, to Scrutinize the voting process in the ensuing AGM and provide a fair report accordingly. The Scrutinizer shall, after the conclusion of voting at the AGM, first count the votes cast during the AGM and thereafter, unblock the votes cast through remote e-Voting and shall make, not later than 48 hours from the conclusion of the AGM, a Consolidated Scrutinizer''s Report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

The Secretarial Auditors'' M/s. Anil Agrawal & Associates, Practicing Company Secretaries, have issued a clean Secretarial Audit Report in the Form No. MR-3 for the FY 2023-24 as per the requirement of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Secretarial Audit Report for the FY 2023-24 forms part of the Board''s Report as Annexure-3.

27. EXPLANATIONS OR COMMENTS ON THE QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS IN THEIR REPORT

There were no qualification, reservation, disclaimer or adverse remark made by the Statutory Auditors'', Secretarial Auditors'' or Internal Auditors'' in their Report for the FY 2023-24 issued to the Company.

28. LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on the Main Board of BSE Ltd. (''BSE'') and the National Stock Exchange of India Ltd. (''NSE'') with effect from April 07, 2022.

29. SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e., SS-1 and SS-2 as updated from time to time, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' have been duly complied with by your Company.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

OBCL is covered under the purview of Section 135 of the Companies Act, 2013 and hence it needs to constitute a CSR Committee and spend 2% of its average net profit for identified CSR purposes. The Company has duly constituted a CSR Committee consisting of Mr. Ashish Dakalia, Independent Director as the Chairman, Mr. Ravi Agrawal, Managing Director and Mrs. Shakuntala Devi Agrawal, Non-Executive Director of the Company, as the members of the CSR Committee. The CSR projects of the Company are being implemented by the Company itself based on the CSR Policy of the Company as approved by the CSR Committee and the Board of Directors of the Company.

During the year 2023-24, the CSR Contribution of the Company was required to be spent to implement the CSR Policy of the Company in the manner laid down in Section 135(5) of the Companies Act, 2013 and the actual amount incurred towards approved projects utilized 100% of the amount required to be spent by the Company.

The CSR policy is available on your Company''s website www.obclimited.com. The disclosures required to be made in the Board''s Report as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure - 4.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis report forms part of this Annual Report.

32. CORPORATE GOVERNANCE

Orissa Bengal Carrier Limited (OBCL) is a Public Limited Company, whose securities are listed on the Main Board of NSE and BSE with effect from April 07, 2022. The Company is committed to maintain the highest standards of corporate governance and adhere to corporate governance requirements.

OBCL has always been involved in good governance practices and endeavors continuously to improve upon the same. A report on corporate governance for the financial year 2023-24 is furnished as part of the Board''s Report for the information of all its stakeholders as Annexure-5(i). The Compliance Certificate from a Practicing Company Secretary confirming compliance with the conditions of disclosures and Corporate Governance norms specified for listed companies pursuant to Regulation-34(3) & Certificate of Non-Disqualification of Directors pursuant to Schedule-V Para-C Clause-10(i) of the SEBI (LODR) Regulations, 2015 for the year ended March 31, 2024 are attached to the Corporate Governance Report.

33. CODE OF CONDUCT

A Code of Conduct for Directors and Senior Management Personnel of the Company is framed as per the requirements of the SEBI (LODR) Regulations, 2015. All the Directors and the KMPs have affirmed compliance with the Code of Conduct. The Managing Director of the Company has affirmed to the Board of Directors that the Code of Conduct has been complied by the Directors and senior management personnel and the same is attached herewith as Annexure- 5(ii) and forms part of the Corporate Governance Report.

As per the requirement of the SEBI (LODR) Regulations, 2015, the code of conduct, has been hosted on the website of the Company at https://www.obclimited.com/policies.php.

34. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

During the year under review, OBCL did not fall under the top 1000 listed companies based on market capitalization, accordingly, the requirement relating to BRSR under the SEBI (LODR) Regulations, 2015 does not arise.

35. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Controls are an integral part of the Risk Management framework and processes that address financial as well as financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the respective business processes.

Besides, these controls are independently reviewed by the internal auditors/operations reviewers of the Company including conducting the routine internal audit/operations review by them whereby the audit activity embeds validation/review of the controls to establish their adequacy and effectiveness.

36. SIGNIFICANT AND MATERIAL ORDERS

37. HUMAN RESOURCES

Your Company organized various in-house training programs on Operational Efficiency, Quality Service, HR policies and Claim Risk Management for employees at all levels. Senior Management Personnel participated in various Management Development Programs with special reference to the Logistics Industry; organized by the Company and other reputed institutions. Your Company has always viewed human resource development as a critical activity for achieving its business goals.

38. PARTICULARS OF EMPLOYEES

As on March 31, 2024, there were 174 employees on the payroll of OBCL. The statement as required under Section 197(12) of the Act read with Rule 5(1)(i) of the Companies (Appointment and Remuneration) Rules, 2014 in respect to the ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial Year 2023-24 forms part of this report as Annexure 6(i).

There are no employees in the Company drawing remuneration of more than Rs. 8,50,000/-per month or Rs. 1,02,00,000/- per annum or in excess of that drawn by the Managing Director or Wholetime Director or Manager, as prescribed in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

39. RISK MANAGEMENT

The Company has been following the principle of risk minimization as it is the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the Company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide for decisions on risk related issues. In today''s challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the Company are imperative. The common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk, etc. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

40. INDUSTRIAL RELATIONS

41. PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

OBCL has a Policy on Prevention of Sexual Harassment of Women at Workplace which is available in the website of the Company in the following link: https:// www.obclimited.com/ policies.php

The disclosures required to be given under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the Financial Year 2023-24 are given below:

Sl. No.	Particulars	Applicability
1.	Number of complaints of sexual harassment received in the year	NIL
2.	Number of complaints disposed-off during the year	Not applicable
3.	Number of cases pending for more than 90 days	Not applicable
4.	Number of workshops or awareness programs against sexual harassment carried out	Awareness program was conducted for all employees
5.	Nature of action taken by the employer	Not applicable

42. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) & 177(10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior. The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct without fear of reprisal. The vigil mechanism provides for adequate safeguards against victimisation of persons who use such mechanism. The Company has set up a Direct Access initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee for appropriate or exceptional cases, and also to a three-member direct access team established for this purpose. The direct access team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy. No Personnel had been denied access to the Committee during the year ended March 31, 2024.

43. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOi. Conservation of Energy:

a) The steps taken or impact on conservation of energy: Reasonable efforts are made for conservation of electric energy used in office, increase fuel efficiency of vehicles deployed by the Company.

b) The steps taken by the company for utilizing alternate sources of energy: The Company has used alternate source of energy, whenever and to the extent possible.

c) The capital investment on energy conservation equipment: There were no capital investments made on energy conservation equipment.

ii. Technology Absorption:

a) The effort made towards technology absorption: Company has adopted a single software for tracking vehicles of the Company and their movement.

b) The benefits derived like product improvement, cost reduction, product development or import substitution: Product Improvement

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): No technology was imported by the Company.

d) The expenditure incurred on Research & Development: No expenditure was incurred on Research & Development.

iii. Foreign Exchange Earnings and Outgo:

There was no Foreign Exchange earnings and outgo during the financial year as specified in the Companies (Accounts) Rules, 2014.

44. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

MCA has vide Companies (Accounts) Amendment Rules, 2021, effective from April 01, 2021, amended Rule 8 with respect to the disclosures of details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year. The same was not applicable to your Company as there are no such applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 with respect to the Company.

45. DIFFERENCE IN AMOUNT OF THE VALUATION

MCA has vide Companies (Accounts) Amendment Rules, 2021, effective from April 01, 2021 amended Rule 8 with respect to the disclosures of details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof. The same was not applicable to the Company as there was no such instance of either one time settlement or the valuation done while taking a loan from the Banks or Financial Institutions during the year under review.

46. REPORTING OF FRAUDS:

47. COST AUDIT/COST RECORDS

The requirement relating to disclosure and the maintenance of cost records as specified by the Central Government under section 148 of the Companies Act, 2013 is not required to be made by the Company, and accordingly, such accounts and records are not prepared and maintained.

48. SERVICES TO SHAREHOLDERS

49. DEMATERIALIZATION OF COMPANY''S SHARES

The Company had not made any public issue, rights issue, preferential issue, etc. during the year under review. Hence, the requirement to furnish any statement/explanation for the deviation/ variation in pursuant to Regulation 32(4) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company.

50. DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

51. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment thereby enabling the Company to boost its performance during the year under review.

Mar 31, 2019

The directors have pleasure in presenting the 24^thAnnual Report on the business and operations of the company along with the Audited Financial Statements for the year ended on 31^st March, 2019.

1. FINANCIAL RESULTS:

During the year under review, performance of the company is as under:

(Amount in Lacs)

PARTICULARS	31/03/2019	31/03/2018
Revenue from Operation	48,831.30	38,438.98
Other Income	175.06	230.53
Total Revenue	49,006.36	38,669.51
Employees Benefits Expense	276.53	333.69
Finance Cost	260.47	328.74
Depreciation and Amortization Expenses	521.98	464.45
Other Expenses	626.97	378.51
Profit/ (Loss) before Tax	1495.63	961.10
Current Tax	444.82	309.76
Deferred Tax	(12.74)	12.07
Earlier year income tax	-	1.18
Profit/ (Loss) After Tax	1063.55	638.09
Earnings Per Equity Share: Basic and Diluted (in Rs.)	5.04	17.66

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

During the Year under review, Your Company has recorded Revenue from Operation of Rs48831.30 Lacs and Net Profit after Tax of Rs 1063.55 Lacs respectively. The financial result as reflected in the Statement of Profit & Loss of the Company is self-explanatory. Your directors are of the view that the company has signaled good progress and will continue to access the path of success in succeeding financial years and are hopeful for the bright future prospects. Moreover, it s also assured that the Management will leave no efforts untouched to increase the profitability in the forth coming years also.

3. FINANCIAL STATEMENT

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations'') and Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts) Rules, 2014, the Annual Report containing salient features of the financial statements, including for the financial year 2018-19, along with statement containing salient features of the Directors'' Report (including Management Discussion & Analysis) is being sent to all shareholders, who have not registered their email address(es) for the purpose of receiving documents/ communication from the Company in electronic mode. Please note that you will be entitled to be furnished, free of cost, the full Annual Report 2018-19, upon receipt of written request from you, as a member of the Company.

Full version of the Annual Report 2018-19 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including financial statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors'' Report (including Management Discussion & Analysis and Corporate Governance Certificate) is being sent via email to all shareholders who have provided their email address(es).

Full version of Annual Report 2018-19 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual general meeting (AGM).It is also available at the Company''s website.

4. DIVIDEND:

The Board of Directors of the Company has proposed dividend of Rs 0.50/- per equity share, for the financial year 2018-19 which is subject to approval of members in Annual General Meeting. If approved as stated, final dividend will be paid to the shareholders whose names appear as members in the Register of Members of the Company as on 27^th July, 2019. The total dividend appropriation (excluding dividend distribution tax) for the financial year 2018-19 is Rs. 1,05,41,395/-.

The Register of Members and Share transfer books will remain closed from Sunday 28^th July, 2019 to Saturday, 03^rd August, 2019 (both days inclusive) for the purpose of payment of final dividend for the financial year ended31^stMarch, 2019 and the Annual general meeting.

5. CHANGES IN NATURE OF BUSINESS:

There is no change in the nature of business, as carried on by the company.

6. TRANSFER TO RESERVES

The Company has transferred the whole amount of profit to Reserves and Surplus account as per the attached Audited Balance Sheet for the year ended 31st March, 2019.

7. SHARE CAPITAL:

The Company has allotted 55,64,000 Equity Shares through Initial Public offer (IPO). The Equity Shares of the Company is Listed on BSE SME Platform are on regular and continuous trading.

Further the Company is regular in compliances of various clauses and regulations of the Listing Agreement and/or LODR.

8. EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9:

The extract of the annual return pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is furnished in "Annexure A" and is attached to this report.

9. BOARD MEETINGS AND INDEPENDENT DIRECTORS MEETING:

During the year under review, Nineteen (19) Board meetings were held. The maximum time-gap between any two consecutive meetings did not exceed 120 days. The Board met on 02.04.2018.28.05.2018.16.07.2018.06.08.2018.21.08.2018.06.09.2018.24.09.2018, 25.09.2018.09.10.2018.29.10.2018.14.11.2018.30.11.2018.24.12.2018.16.01.2019, 25.01.2019.06.02.2019, 12.02.2019 and 26.02.2019.

The Details of Number of Board meeting attended by each director are as follows:-

Sr. No.	Name of Director	No. of Board Meeting Attended
1	Mr. Ratan Kumar Agrawal	19
2	Mr. Manoj Kumar Agrawal	8
3	Mr. Ravi Agrawal	16
4	Mrs Shakuntala Devi Agrawal	19
5	Mr. Sahil Batra	13
6	Mr. Raj Kumar Jain	13

Further, Independent Directors'' separate meeting was duly convened and held on 30.03.2019 to discuss:

a) Review & Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole.

b) Review of the performance of the Executive and Non-Executive Directors.

c) Assessment of the quality, quantity and timeliness of flow of information between the Management and the Board.

10. BOARD''S RESPONSIBILITY STATEMENT:

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state â

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

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 at the end of the financial year and of the profit and loss of the company for that year;

c) the directors have taken proper and sufficient care to the best of their knowledge and ability 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 annual accounts 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 are operating effectively;

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

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under report, the Company has entered into transactions with related party and all such transactions were carried on at arm''s length price in the ordinary course of business. Information on transactions with related parties pursuant to section 134(3)(h) of the act read with Rule 8(2) of Companies (Accounts) Rules, 2014 are given in "Annexure-B" in Form AOC-2 and the same forms part of this report.

12. AUDITORS:

(i) Statutory Auditor:

M/s. Agrawal & Pansari, Chartered Accountants, Raipur were appointed at the annual general meeting held on, 09^th July, 2018 as statutory auditor of the Company to hold office until conclusion of Annual General Meeting to be held in the year 2023.

Section 139 of the Act has been amended vide the Companies (Amendment) Act, 2017 by the Ministry of Corporate Affairs on 07^th May, 2018 and has done away with the requirement of seeking ratification of Members for appointment of Auditors at every annual general meeting.

Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the ensuring AGM. Under Section 139 and 141 of the Act and Rules framed thereunder, M/s. Agrawal & Pansari confirmed that they are not disqualified from continuing as statutory auditors of the Company and furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

(ii) Internal Auditor:

M/s G. Kumar & Company, Chartered Accountants, Raipur, (FRN No. 0322108E) has continued as Internal Auditors of the Company.

13. AUDITORS'' REPORT:

There is no qualification in the Auditors'' Report and hence no explanation is called for.

14. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Anil Agrawal & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company for the F.Y. 2018-19. The report of the Secretarial Audit is annexed to this report as "Annexure C".

Secretarial Auditors'' report is self explanatory and therefore does not require further comments and explanation.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under report, the Company has not granted any loan or provided any guarantee or made any investment as specified in Section 186 (2) of the Companies Act, 2013. Hence no approval from the shareholders in this regard was required.

16. PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN & WORKPLACE :

The Company has accepted zero tolerance policy on sexual harassment. In that line the Board takes anti sexual harassment initiatives by way of Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under and they responsible to inquire into complaints (if any) of sexual harassment and take appropriate action. There aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2018-19.

17. INDUSTRIAL RELATIONS:

The company has maintained good industrial relations on all fronts. Your directors wish to place on record their appreciation for the honest and efficient services rendered by the employees of the company.

18. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of executive, nonexecutive and independent Directors including one woman Director. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders.

During the period, following are the changes that took place in the Board:

Mr Manoj Kumar Agrawal (DIN: 01590282) who was the Director of the Company designated as Whole Time Director of the Company for a period of 5 (Five) years upto 30^th June 2023 with effect from 01^st July, 2018.

Mr Ravi Agrawal (DIN: 01392652) was appointed as Whole time Director of the Company for a period of 5 (Five) years upto 30th June 2023 with effect from 01st July, 2018.

Mr Sahil Batra (DIN: 06422459) and Mr Raj Kumar Jain (DIN: 08015385) were appointed as Independent Directors of the Company for a period of 5 (Five) years upto 30^thJune 2023 with effect from 01st July, 2018.

Miss Pooja Jain had resigned from the post of Company Secretary w.e.f. 16.01.2019. The Company had appointed Mr Aakash Kumar Sahu as Company Secretary of the Company w.e.f 16.01.2019.

Mr. Ratan Kumar Agrawal (DIN: 01608584) continued as Managing Director of the Company and Smt. Shakuntala Devi Agrawal (DIN: 01608318) continued as Non-Executive Director of the Company. As per Section 149(1) read with Rule 3 of The Companies (Appointment and Qualification of directors) Rules, 2014 we also consider Smt. Shakuntala Devi Agrawal as the women director of the company.

Mr Akshay Agrawal had continued as Chief Financial Officer (CFO) of the Company.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently Smt. Shakuntala Devi Agrawal (DIN: 01608318) will retire by rotation at the ensuing AGM, and being eligible, offer herself for re-appointment in accordance with provisions of the Companies Act.

19. COMMITTEES OF THE BOARD:

A. AUDIT COMMITTEE:

As required under the provisions of section 177 of the Companies Act 2013 and Rules made there under the Company has an adequately qualified Audit Committee constituted in accordance with the provisions of Companies Act, 2013.

The Audit Committee continued working under Chairmanship of Shri Raj Kumar Jain with Shri Sahil Batra and Shri Manoj Agrawal as co-members. During the year, the sub-committee met on 18.05.2018, 11.08.2018, 03.11.2018 & 28.02.2019with full attendance of all the members.

The composition of the Audit Committee as at March 31, 2019is as under:

Name of Director	Category
Raj kumar Jain	Non-Executive Independent Director
Sahil Batra	Non-Executive Independent Director
Manoj Kumar Agrawal	Whole time Director

Terms of Reference: The terms of reference of the Audit Committee are broadly as follows:

a. Oversight, the company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible

b. Review and compliance of internal control systems.

c. Investigation of any financial matter or a transaction.

d. Review of the scope of Audit, the half yearly and Annual Financial statements before submission to the Board.

e. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

f. Assessing the objectivity of the external auditors including the consideration of any other non-audit work performed by the external auditors.

g. Carrying out any other function.

B. NOMINATION AND REMUNERATION COMMITTEE:

As required under the provisions of section 178 of the Companies Act 2013 and Rules made there under the Nomination and Remuneration Committee continued working under Chairmanship of Shri Sahil Batra with Shri Raj Kumar Jain and Smt. Shakuntala Devi Agrawal as co-members. During the year, the sub-committee met on 28.05.2018 & 08.01.2019 with full attendance of all the members.

The composition of the Nomination and Remuneration Committee as at March 31, 2019is as under:

Name of Director	Category
Sahil Batra	Non-Executive Independent Director
Raj Kumar Jain	Non-Executive Independent Director
Shakuntala Devi Agrawal	Non-Executive Director

Terms of Reference: The terms of reference of the Nomination and Remuneration Committee are broadly as follows:

a. Review the performance of the Directors, after considering the Company''s performance.

b. Recommend to the Board remuneration including salary, perquisites and commission to be paid to the Company''s Managing Director and Whole-time Directors.

c. Finalize the perquisites package of the Managing Director and Whole-time Directors within the overall ceiling fixed by the Board.

d. Recommend for appointment of Managing Directors & Whole Time Director.

e. Recommend for increase in Remuneration of Managing Director & Whole Time Director.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the provisions of section 178 of the Companies Act 2013 and Rules made there under the Company has an adequately qualified Stakeholders Relationship Committee constituted in accordance with the provisions of Companies Act, 2013.

The Stakeholders Relationship Committee continued working under Chairmanship of Shri Sahil Batra with Shri Ratan Kumar Agrawal and Shri Manoj Agrawal as co-members. During the year, the sub-committee met on 17.07.2018, 06.10.2018 & 09.01.2019 with full attendance of all the members.

The composition of the Stakeholders Relationship Committee as at March 31, 2019is as under:

Name of Director	Category
Sahil Batra	Non Executive Independent Director
Ratan Kumar Agrawal	Managing Director
Manoj Kumar Agrawal	Whole time Director

Terms of Reference: The terms of reference of the Stakeholders Relationship Committee are broadly as follows:

a. Formulation of policies and procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from security holders from time to time.

b. Redressal of shareholders and investor complaints/ grievances e.g. transfers of shares, non-receipt of balance sheet, non-receipt of declared dividend etc.

c. To approve, register, refuse to register transfer / transmission of shares and other securities.

d. To sub-divide, consolidate and / or replace any share or other securities certificate(s) of the Company.

e. To authorize printing of Share Certificates post authorization from the Board of Directors of the Company.

f. To monitor and review the performance and service standards of the Registrar and Share Transfer Agents of the Company and provides continuous guidance to improve the service levels for investors.

g. Monitor and review any investor complaints received by the Company or through SEBI, SCORES and ensure its timely and speedy resolution, in consultation with the Company Secretary and Compliance officer and RTA of the Company.

D. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMIITTEE

Pursuant to the As provisions of section 135 of the Companies Act 2013 and Rules made there under the Company has an adequately qualified Corporate Social Responsibility Committee constituted in accordance with the provisions of Companies Act, 2013.

The Corporate Social Responsibility continued working under Chairmanship of Shri Sahil Batra with Shri Ratan Kumar Agrawal and Shri Ravi Agrawal as co-members. During the year, the subcommittee met on 28.05.2018, 20.07.2018 & 25.03.2019 with full attendance of all the members

The composition of the Corporate Social Responsibility Committee as at March 31, 2019 is as under:

Name of Director	Category
Sahil Batra	Non Executive Independent Director
Ratan Kumar Agrawal	Managing Director
Ravi Agrawal	Whole time Director

Terms of Reference:

a. To make CSR Policy of the company which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

b. Recommend the amount of expenditure to be incurred on the activities referred to in clause (a) and

c. Monitor the CSR Policy of the Company from time to time.

In accordance with Section 135 of the Companies Act, 2013 and rules made there under and pursuant to the recommendation of CSR Committee, your Company has spent Rs 12,50,000/towards our CSR activities for F.Y. 2018-19 which are listed in the CSR policy of the Company. A detailed report on the CSR initiatives undertaken by the Company for the financial year ended on March 31, 2019 is attached and annexed as "Annexure D" and forms a part of this report.

20. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2018-19:

The information required pursuant to section 197 (12) read with Rule 5 (1) (i) of the Companies (Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of each director to the median remuneration of the employee of the Company for the financial year 2018-19 forms part of this report as "Annexure-E".

21. COMPANY''S POLICY ON DIRECTORS APPOINTMENT, NOMINATION, REMUNERATION AND FORMAL EVALUATION:

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, nomination, appointment and remuneration of Directors suitably containing the criteria determining qualifications, positive attributes and independence of a Director.

22. FORMAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Shareholders Grievance committee and Corporate Social Responsibility Committee.

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

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

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In Terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015, Management Discussion and Analysis report forms part of this Annual Report as "Annexure F".

25. CORPORATE GOVERNANCE:

As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, Para C of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange. The Company being a company listed on BSE SME Platform, preparation of corporate governance is not applicable.

26. RISK MANAGEMENT:

The company has been following the principle of risk minimization as it is the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide for decisions on risk related issues. In today''s Challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the company are imperative. The Common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc., As a matter of policy, these risk are assessed and steps as appropriate are taken to mitigate the same.

27. DISCLOSURE ON VIGIL MECHANISM:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity and ethical behavior. The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy.

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

28.1 Conservation of Energy:

a. The steps taken or impact on conservation of energy:-The company is putting continues efforts to reduce the consumption of energy and maximum possible saving of energy.

b. The steps taken by the company for utilizing alternate sources of energy:-The Company has used alternate source of energy, whenever and to the extent possible.

c. The capital investment on energy conservation equipments:- NIL

28.2 Technology Absorption:

a. The effort made towards technology absorption:-No specific activities have been done by the Company.

b. The benefits derived like product improvement, cost reduction, product development or import substitution:-No specific activity has been done by the Company

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:- NA

d. The expenditure incurred on Research & Development:- NIL

28.3 Foreign Exchange Earnings and Outgo:

There was no Foreign Exchange earnings and outgo during the financial year as required by the Companies (Accounts) Rules, 2014.

29. PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration of more than Rs. 8,50,000/rupees per month or 1,02,00,000/- rupees per annum, as prescribed in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

30. SUBSIDARY, JOINT VENTURE AND ASSOCIATE COMPANY:

Your Company does not have any Subsidiary, Joint Venture or Associate company.

31. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

33. DEPOSITS:

During the year, Company has not accepted deposits from the public in terms of the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under hence information regarding outstanding deposits is not required.

34. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary Declaration from each Independent Directors of the Company as per the provisions of Section 149(7) of the Companies Act 2013 that they meets the criteria of Independence laid down in section 149(6) of the Companies Act 2013 read with the Rule 4 of Companies (Appointment and Qualification of Directors) Rule, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

35. VOTING THROUGH ELECTRONIC MEANS:

Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with the rules made thereunder and Regulations 44 of the SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015, your Company has taken necessary steps to make available the facility to its members the facility to exercise their right to vote by Electronic means.

36. DEMATERIALIZATION OF COMPANYâS SHARES:

37. SERVICES TO SHAREHOLDERS:

All matters relating to transfer/transmission of shares, issue of duplicate share certificates, payment of dividend, de-materialization and re-materialization of shares and redressal of investors grievances are carried out by the Company''s RTA i.e. M/ s. Bigshare Services Pvt. Ltd., Mumbai.

38. SECRETARIAL STANDARDS:

Your company has complied with the Secretarial Standard as issued by the Institute of Company Secretaries of India.

39. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication hard work and commitment thereby enabling the Company to boost its performance during the year under report.

Your Directors also take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates Practicing Company Secretary, Auditors, Supplier, Customers, Banks/Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.

On behalf of the Board of Directors

Sd/- Sd/-

Ratan Kumar Agrawal Ravi Agrawal

(Chairman & Managing Director) (Whole time Director)

DIN: 01608584 DIN: 01392652

Date: 29.05.2019

Place: Raipur

Mar 31, 2018

To,

The Members,

Orissa Bengal Carrier Limited

The directors have pleasure in presenting the 23^rd Annual Report on the business and operations of the company for the year ended on 31^st March, 2018 together with audited financial statements and the report of the directors and the auditors thereon.

1. FINANCIAL RESULTS:

During the year under review, performance of the company is as under:

(Amount in Lacs)

PARTICULARS	31/03/2018	31/03/2017
Revenue from Operation	38,438.98	21,285.06
Other Income	230.53	111.38
Total Revenue	38,669.51	21,396.44
Employees Benefits Expense	333.69	268.31
Finance Cost	328.74	252.39
Depreciation and Amortization Expenses	464.45	326.20
Other Expenses	378.51	322.94
Profit/ (Loss) before Tax	961.10	583.66
Current Tax	309.76	158.82
Deferred Tax	12.07	32.06
Earlier year income tax	1.18	-
Profit/ (Loss) After Tax	638.09	392.78
Earnings Per Equity Share: Basic and Diluted (in Rs.)	17.66	22.78

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

During the Year under review, Your Company has recorded Revenue from Operation of Rs 38438.98 Lacs and Net Profit after Tax of Rs 638.09 Lacs respectively. The financial result as reflected in the Statement of Profit & Loss of the Company is self-explanatory. Your directors are of the view that the company has signaled good progress and will continue to access the path of success in succeeding financial years and are hopeful for the bright future prospects. Moreover, it s also assured that the Management will leave no efforts untouched to increase the profitability in the forth coming years also.

3. FINANCIAL STATEMENT

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) and Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts) Rules, 2014, the Annual Report containing salient features of the financial statements, including for the financial year 2017-18, along with statement containing salient features of the Directorsâ Report (including Management Discussion & Analysis) is being sent to all shareholders, who have not registered their email address(es) for the purpose of receiving documents/ communication from the Company in electronic mode. Please note that you will be entitled to be furnished, free of cost, the full Annual Report 2017-18, upon receipt of written request from you, as a member of the Company.

Full version of the Annual Report 2017-18 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including financial statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directorsâ Report (including Management Discussion & Analysis and Corporate Governance Certificate) is being sent via email to all shareholders who have provided their email address(es).

Full version of Annual Report 2017-18 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual general meeting (AGM).It is also available at the Companyâs website.

4. DIVIDEND:

In view of growth plans, your directors do not recommend any dividend for the Financial Year under review.

5. CHANGES IN NATURE OF BUSINESS:

There is no change in the nature of business, as carried on by the company.

6. TRANSFER TO RESERVES

The Company has not transferred any amount to reserves.

7. SHARE CAPITAL:

The company has increased its Authorized Share Capital from Rs. 2,00,00,000/- to Rs. 24,00,00,000/-, by creation of additional 2,20,00,000 Equity Shares of Rs. 10/- each complied with all the legal formalities.

As known to all of us, the above proposals were passed in the Extra-Ordinary General Meeting held on 05^th February, 2018 and it was resolved to alter the Memorandum of Association and Articles of Association. All the formalities regarding alteration have been duly completed.

Further, we are pleased to inform you that the Company has made an Initial Public Offer of 55,64,000 Equity Shares of Rs. 10/- each for a consideration of Rs. 30/- per Equity Shares including a share premium of Rs. 20/- per equity Shares vide prospectus dated 15^th March, 2018.

The Company has successfully completed the Initial Public Offer (IPO) during the year pursuant to the applicable SEBI Rules and Regulations. The issue opening date was 22^nd March, 2018 and the issue closing date was 26^th March, 2018.

The IPO of the Company received great response from the public and the issue was oversubscribed. The Company got listed with the Bombay Stock Exchange on the SME Platform on 05^th April, 2018. The Equity Shares of the Company as Listed on SME Platform for BSE Limited are on regular and continuous trading. Further the Company is regular in compliances of various clauses and regulations of the Listing Agreement and/or LODR.

8. ALLOTMENT OF SHARES UNDER BONUS ISSUE:

The Company has allotted 1,37,94,480 Equity Shares of Rs. 10 each during the year under review as Bonus share in the ratio of 8 equity shares of Rs. 10 each for every 1 Equity shares of Rs. 10 each held by the existing Shareholders of the Company on 10^th February, 2018 after taking shareholders approval in the Extra-Ordinary General Meeting held on 05^th February, 2018.

9. EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9:

The extract of the annual return pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is furnished in âAnnexure Aâ and is attached to this report.

10. BOARD MEETINGS AND INDEPENDENT DIRECTORS MEETING:

During the year under review, Thirty Eight (38) Board meetings were held. The maximum time-gap between any two consecutive meetings did not exceed 120 days. The Details of Board meeting are as follows:-

Further, Independent Directorsâ separate meeting was duly convened and held on 30.03.2018 to discuss:

a) Review & Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole.

b) Review of the performance of the Executive and Non-Executive Directors.

c) Assessment of the quality, quantity and timeliness of flow of information between the Management and the Board.

11. BOARDâS RESPONSIBILITY STATEMENT:

The Directorsâ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state â

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

d) the directors had prepared annual accounts 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 are operating effectively;

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

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under report, the Company has entered into transactions with related party and all such transactions were carried on at armâs length price in the ordinary course of business. Information on transactions with related parties pursuant to section 134(3)(h) of the act read with Rule 8(2) of Companies (Accounts) Rules, 2014 are given in âAnnexure-Bâ in Form AOC-2 and the same forms part of this report.

13. AUDITORS:

(i) Statutory Auditor:

The Company has appointed M/s Agrawal & Pansari, Chartered Accountants, Raipur, (FRN No. 003350C), as the Statutory Auditor of the company for the Financial Year 2017-18, to fill the Casual Vacancy caused due to Resignation of past Auditor of M/s G. Kumar & Company, Chartered Accountants, Raipur, (FRN No. 0322108E) in the Extra- Ordinay General Meeting held on 01^st December, 2017.

The Companyâs Auditors M/s. Agrawal & Pansari, Chartered Accountants, Raipur will hold office upto conclusion of ensuring Annual General Meeting of the Company. In terms of section 139 to 141 of the Companies Act, 2013 and the Rules framed thereunder, and upon recommendations of the Audit Committee of Board of Directors, it has been proposed to make appointment of M/s. Agrawal & Pansari, Chartered Accountants, (FRN No. 003350C) as Auditors of the Company to hold the office from the conclusion of ensuing Annual General Meeting until conclusion of Annual General Meeting to be held in the year 2023. As required under Listing Regulations, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

(ii) Internal Auditor:

M/ s G. Kumar & Company, Chartered Accountants, Raipur, (FRN No. 0322108E) has been appointed as an Internal Auditors of the Company with effect from 15^th December, 2017.

14. AUDITORSâ REPORT:

There is no qualification in the Auditorsâ Report and hence no explanation is called for.

15. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s Anil Agrawal & Associates, a firm of company secretaries in practice, to undertake the Secretarial Audit of the Company for the F.Y. 2017-18. The report of the Secretarial Audit is annexed to this report as âAnnexure Câ.

Secretarial Auditorsâ report is self explanatory and therefore does not require further comments and explanation.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

17. PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN & WORKPLACE :

The Company has not received any complaint of sexual harassment during the financial year 2017-18.

18. INDUSTRIAL RELATIONS:

19. DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year, Shri Subhash Chand Mittal (DIN: 02184464), has resigned from the Directorship of the company with effect from 28^th November, 2017. The board of the directors of the company appreciates the invaluable services rendered by him during the year.

Shri Akshay Agrawal was appointed as Chief Financial Officer (CFO) and Miss Pooja Jain as Company Secretary (CS) of the Company with effect from 28^th November, 2017.

Shri Sahil Batra (DIN: 06422459) and Shri Raj Kumar Jain (DIN: 08015385) were appointed as Additional Independent Directors of the Company at the Board Meeting held on 29^th November, 2017.

Shri Chandan Jain (DIN: 05327967) has resigned from the Directorship of the Company with effect from 29^th November, 2017. The board of the directors of the company appreciates the invaluable services rendered by him during the year.

Shri Ratan Kumar Agrawal (DIN: 01608584) who was the Director of the Company designated as Managing Director of the Company for a period of 5 (Five) years upto 30^th November 2022 with effect from 01^st December, 2017.

Smt. Shakuntala Devi Agrawal (DIN: 01608318) who was the Executive Director of the Company designated as Non-Executive Director of the Company with effect from 15^th December, 2017. As per Section 149(1) read with Rule 3 of The Companies (Appointment and Qualification of directors) Rules, 2014 we also consider Smt. Shakuntala Devi Agrawal as the women director of the company.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently Smt Shakuntala Devi Agrawal (DIN: 01608318) will retire by rotation at the ensuing AGM, and being eligible, offer herself for re-appointment in accordance with provisions of the Companies Act.

20. COMMITTEES OF THE BOARD:

A. AUDIT COMMITTEE:

The Audit Committee continued working under Chairmanship of Shri Raj Kumar Jain with Shri Sahil Batra and Shri Manoj Agrawal as co-members. During the year, the subcommittee met on 05.04.2017, 06.09.2017, 16.12.2017 & 30.03.2018 with full attendance of all the members.

The composition of the Audit Committee as at March 31, 2018 is as under:

Name of Director	Category
Rajkumar Jain	Non Executive Independent Director
Sahil Batra	Non Executive Independent Director
Manoj Agrawal	Executive Director

Terms of Reference: The terms of reference of the Audit Committee are broadly as follows:

a. Oversight, the companyâs financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible

b. Review and compliance of internal control systems.

c. Investigation of any financial matter or a transaction.

d. Review of the scope of Audit, the half yearly and Annual Financial statements before submission to the Board.

e. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

f. Assessing the objectivity of the external auditors including the consideration of any other non-audit work performed by the external auditors.

g. Carrying out any other function.

B. NOMINATION AND REMUNERATION COMMITTEE:

As required under the provisions of section 178 of the Companies Act 2013 and Rules made there under the Nomination and Remuneration Committee continued working under Chairmanship of Shri Sahil Batra with Shri Rajkumar Jain and Smt. Shakuntala Devi Agrawal as co-members. During the year, the sub-committee met on 27.11.2017, 16.12.2017, 30.03.2018 with full attendance of all the members.

The composition of the Nomination and Remuneration Committee as at March 31, 2018 is as under:

Name of Director	Category
Sahil Batra	Non Executive Independent Director
Rajkumar Jain	Non Executive Independent Director
Shakuntala Devi Agrawal	Non Executive Director

Terms of Reference: The terms of reference of the Nomination and Remuneration Committee are broadly as follows:

a. Review the performance of the Managing Director and the Whole-time Directors, after considering the Companyâs performance.

b. Recommend to the Board remuneration including salary, perquisites and commission to be paid to the Companyâs Managing Director and Whole-time Directors.

c. Finalize the perquisites package of the Managing Director and Whole-time Directors within the overall ceiling fixed by the Board.

d. Recommend for appointment of Managing Directors & Whole Time Director.

e. Recommend for increase in Remuneration of Managing Director & Whole Time Director.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee continued working under Chairmanship of Shri Sahil Batra with Shri Ratan Kumar Agrawal and Shri Manoj Agrawal as comembers. During the year, the sub-committee met on 16.12.2017, 30.03.2018 with full attendance of all the members.

The composition of the Stakeholders Relationship Committee as at March 31, 2018 is as under:

Name of Director	Category
Sahil Batra	Non Executive Independent Director
Ratan Kumar Agrawal	Managing Director
Manoj Agrawal	Executive Director

Terms of Reference: The terms of reference of the Stakeholders Relationship Committee are broadly as follows:

a. Formulation of policies and procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from security holders from time to time.

b. Redressal of shareholders and investor complaints/ grievances e.g. transfers of shares, non-receipt of balance sheet, non-receipt of declared dividend etc.

c. To approve, register, refuse to register transfer / transmission of shares and other securities.

d. To sub-divide, consolidate and / or replace any share or other securities certificate(s) of the Company.

e. To authorize printing of Share Certificates post authorization from the Board of Directors of the Company.

f. To monitor and review the performance and service standards of the Registrar and Share Transfer Agents of the Company and provides continuous guidance to improve the service levels for investors.

D. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMIITTEE

The composition of the Corporate Social Responsibility Committee as at March 31, 2018 is as under:

Name of Director	Category
Sahil Batra	Non Executive Independent Director
Rajkumar Jain	Non Executive Independent Director
Shakuntala Devi Agrawal	Non Executive Director

Terms of Reference:

a. To make CSR Policy of the company which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

b. recommend the amount of expenditure to be incurred on the activities referred to in clause (a) and

c. monitor the CSR Policy of the Company from time to time.

21. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2017-18:

22. COMPANYâS POLICY ON DIRECTORS APPOINTMENT, NOMINATION, REMUNERATION AND FORMAL EVALUATION:

23. FORMAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

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

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

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In Terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015, Management Discussion and Analysis report forms part of this Annual Report as âAnnexure Eâ.

26. CORPORATE GOVERNANCE:

As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Para C of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange. The Company being a company listed on BSE SME Platform, preparation of corporate governance is not applicable.

27. RISK MANAGEMENT:

The company has been following the principle of risk minimization as it is the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide for decisions on risk related issues. In todayâs Challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the company are imperative. The Common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc., As a matter of policy, these risk are assessed and steps as appropriate are taken to mitigate the same.

28. DISCLOSURE ON VIGIL MECHANISM:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity and ethical behavior. The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Companyâs code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy.

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

29.1 Conservation of Energy:

a. The steps taken or impact on conservation of energy:-The company is putting continues efforts to reduce the consumption of energy and maximum possible saving of energy.

b. The steps taken by the company for utilizing alternate sources of energy:-The Company has used alternate source of energy, whenever and to the extent possible.

c. The capital investment on energy conservation equipments:- NIL

29.2 Technology Absorption:

a. The effort made towards technology absorption:-No specific activities have been done by the Company.

b. The benefits derived like product improvement, cost reduction, product development or import substitution:-No specific activity has been done by the Company

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:- NA

d. The expenditure incurred on Research & Development:- NIL

29.3 Foreign Exchange Earnings and Outgo:

There was no Foreign Exchange earnings and outgo during the financial year as required by the Companies (Accounts) Rules, 2014.

30. PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration of more than Rs. 8,50,000/- rupees per month or 1,02,00,000/- rupees per annum, as prescribed in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

31. SUBSIDARY, JOINT VENTURE AND ASSOCIATE COMPANY:

Your Company does not have any Subsidiary, Joint Venture or Associate company.

32. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial year i.e. 31st March, 2018, to which the Financial Statements relate and the date of the report, if any, disclosed in separate respective head except that Company has successfully completed the Initial Public Offer (IPO) and got listed with the Bombay Stock Exchange on the SME Platform w.e.f 05^th April, 2018.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

34. DEPOSITS:

35. DECLARATION BY INDEPENDENT DIRECTORS:

36. VOTING THROUGH ELECTRONIC MEANS:

Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with the rules made thereunder and Regulations 44 of the SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015, your Company has take necessary steps to make available the facility to its members the facility to exercise their right to vote by Electronic means.

37. DEMATERIALIZATION OF COMPANYâS SHARES:

38. SERVICES TO SHAREHOLDERS:

All matters relating to transfer/transmission of shares, issue of duplicate share certificates, payment of dividend, de-materialization and re-materialization of shares and redressal of investors grievances are carried out by the Companyâs RTA i.e. M/s. Bigshare Services Pvt. Ltd., Mumbai.

39. SECRETARIAL STANDARDS:

Your company has complied with the Secretarial Standard as issued by the Institute of Company Secretaries of India.

40. ACKNOWLEDGEMENTS:

On behalf of the Board of Directors

Sd/- Sd/-

Ratan Kumar Agrawal Shakuntala Devi Agrawal

(Chairman & Managing Director) (Director)

DIN: 01608584 DIN: 01608318

Date: 28.05.2018

Place: Raipur

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