OTCO International Ltd

Your Directors have pleasure in presenting the 42^nd Annual Report of the company together with the Audited statements of Accounts for the year ended March 31, 2023.

1 Financial Results:

A summary of the company's financial results for the financial year 2022-23 is as Under:

During the financial year ended 31st March, 2023, your company's revenue was Rs.143.95 lakhs as compared to the previous period revenue of Rs. 204.73 lakhs.. The net profit for the financial year was Rs. 8.36 lakhs as compared to last year profit of Rs. 17.26 lakhs. Reduction of revenue was due to stiff competition in the market.

3. Dividend:

Your directors do not recommend dividend for this year.

4. Share Capital

There is no changes in share capital during the financial year.

The Company has no Subsidiaries / Associates/ JV as on date.

6. Corporate Governance

The corporate governance norms as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to Company. However, the same are being complied with by the Company voluntarily.

7. Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013 as amended, Annual Return for the financial year ended March 31, 2023 made under the provisions of Section 92(3) of the Act will be available on the company website. The weblink therefor is https:// otco.in/asset/uploads/portfolio/pdf/annual-return-weblink.pdf

8. Management Discussion and Analysis

As required under regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the management discussion and analysis report for the year under review is enclosed as Annexure-A to this report.

During the year Mrs Sima Balakrishnan, a Non-Executive and Non-Independent Director demised on 22^nd March, 2023 due to sudden health problem. The Board place on record their appreciation of the invaluable contribution and support made by her for the growth of the company as well as convey deep sympathy, sorrow and condolences to her family.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mrs. Bagyalakshmi Thirumalai, Director retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for reappointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of Mrs. Bagyalakshmi Thirumalai has been given in the Notice convening the Annual General Meeting.

Further Mr Amitkumar Mahendran was appointed as additional Independent Director on 3 June, 2023 and Mr Sailesh K R was appointed as Non Executive Non Independent Director on 3 June, 2023. The Board recommends their appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of Mr Amitkumar Mahendran and Mr Sailesh K R has been given in the Notice convening the Annual General Meeting.

Mr Vasanth Kumar-Independent Director tendered his resignation on 13^th June, 2023 due to pre-occupation. The Board place on record their appreciation of the invaluable contribution and support made by him during his tenure.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board met 4 (four) times during the financial year. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The following are the Key Managerial Personnel of the Company:

1. Ms. Bagyalakshmi Thirumalai: Whole time Director

2. Ms Madhusmita Panda: Chief Financial officer

3. Mr Raj Kishor Chourasia: Company Secretary & Compliance officer

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Stakeholders Relationship Committee

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed during the year under review. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Directors. The Board of Directors expressed their satisfaction with the evaluation process.

14. Business Growth

During the year company faced stiff competition in the market and unable to achieve target as expected. Your Directors believe that the Company has the potential to improve its business.

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Whistle Blower Policy to report genuine concerns or grievances & to provide adequate safeguards against victimization of persons who may use such mechanism. The Whistle Blower Policy has been posted on the website of the Company viz. www.otco.in.

During the year under review no complaints were received by your Company.

The Current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. Due to sudden demise of Mrs Sima Balakrishnan on 22^nd March, 2023 ,the Board consisted of 3 members, one of whom is executive and whole time director, two are independent directors.

The policy of the Company on director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-Section (3) of Section 178 of the Companies Act, 2013 is available on the company website.

All transactions entered with related parties for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus a disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoter, Directors or Key Managerial Personnel. All related party transactions are mentioned in the Notes to the Financial Statements.

No significant and material orders has been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134 (3)(c) of the Companies Act, 2013:

(a) in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(b) for the financial year ended March 31, 2023, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the year ended March 31, 2022.

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the annual financial statements have been prepared on a going concern basis.

(e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

M/s. C R B S & Associates LLP, Chartered Accountants, Chennai, (FRN: 002957S) was appointed as the Statutory Auditor of the Company and their term would expiry in the ensuing Annual General Meeting. As existing auditor can not be appointed, the Board and Committee recommended M/s B N Misra & Co , Chartered Accountants (FRN: 321095E) to be appointed as Statutory Auditor of the Company for a period of 5 years starting from the financial year 2023-2024 to 2027-2028.

The Independent Auditors' Report does not contain any reservation or adverse remark for the year under review.

The Provision of cost audit requirements is not applicable to the Company.

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the company has appointed of Mr. V. NAGARAJAN, Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report (in Form MR-3) is enclosed as Annexure-B to this Report.

The Secretarial Audit Report does not contain any reservation or adverse remark.

Your Company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company has adequate internal control procedures and systems commensurate with its size, scale and complexities of its operations. The main trust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Company's internal control systems to provide reasonable assurance for:

> Safeguarding Assets and their usage.

> Maintenance of Proper Accounting Records and

> Adequacy and Reliability of the information used for carrying on Business Operations.

> Compliance of laws and regulations.

The Company has well laid-out policy guidelines, structured authority levels to ensure adequate internal control levels. The management and the Audit Committee of the Board review the periodically the adequacy of the internal control and the management control systems, so as to be in line with changing requirements. The company has an internal auditor to carry out internal audit work and coordination with Audit committee.

23. Prevention of Sexual Harassment at Workplace:

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, our Company has constituted Internal Complaints Committees. As per requirement of the Act which are responsible for redressal of complaints relating to sexual harassment against woman at workplace.

There were no complaints received during the period under review.

24. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

The Company has laid down the procedures to inform the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its management should collectively identify the risks impacting the Company's business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.

As per the provision of Section 135 of Companies Act, 2013 every Company having net worth of Rupees Five Hundred Crore or more, or turnover of Rupees One thousand crore or more or a net profit of Rupees five crore or more during the immediately preceding financial year shall constitute a CSR Committee and the Company should spend at least 2% of average net profit of three immediately preceding financial years in every financial year. As the Company does not fall within the above guidelines, compliance of this clause does not arise as of now.

The Particulars as prescribed under sub-Section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014.

The average consumption of Electricity per unit in the Financial Year 2022-2023 is NIL.

28. Particulars of Employees and Related Disclosures

There are no employees drawing remuneration in excess of limit set out in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure -C.

There are no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of this report.

As per the provisions of Section 177(8) of the Companies Act 2013, the composition of Company's Audit Committee is stated below:

Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2023.

Your Directors wish to place on record, their deep sense of appreciation to all employees, for their support and for adopting to the values of the company. The Board also immensely thank all the Shareholders, Government authorities, bank, customers, business associates and other Stakeholders for their continued and consistent support to the Company.