Oswal Green Tech Ltd

To

The Members,

Oswal Greentech Limited

Your directors take pleasure in presenting the 42^nd Annual Report on the business and operations of the Company together with the audited IND-AS financial statements for the financial year ended March 31,2024:

1. FINANCIAL SUMMARY

The Company's financial performance for the year along with the previous year's figures are given hereunder:

(' in Lakh)

Performance overview

The Company is primarily engaged in the business of real estate development and construction activities.

Project Centra Greens-Ludhiana

The Company's promoted residential complex project at Ludhiana had successfully sold 396 flats out of 538 flats till the financial year ended March 31,2024, which can be attributed to a combination of effective sales strategies, market demand and customer satisfaction. Moving forward, the focus will be on maintaining this momentum and continuing to provide exceptional value to both existing and potential homeowners.

Also, during the financial year 2023-24, a dispute arose between the Company and the developer of the Centra Greens Township on account of the developer's inability to repay the outstanding dues and interest thereon to the Company and subsequently, the developer has offered their share of unsold inventory of 109 flats in the Centra Greens township which comprises of 229770 sq. ft. area in the township along with the management and control of the entire township. Also, in order to settle the ongoing dispute, the Company has invoked the arbitration clause as stated in the agreement executed between the Company and the Developer and the Company has decided not to charge any further interest pending the arbitration proceedings.

Real estate project at Barnala, Punjab

During the financial year 2021-22, the Company commenced another real estate project at Barnala, Punjab wherein the Company proposes to develop land admeasuring 57 acres (approx.) into a residential/ commercial project which may inter alia include the development of a colony by carving out the plots of different sizes and dimensions on the Land so as to allot, transfer and sell the same as such or by constructing thereon villas/independent floors, commercial shops, SCO's, multistoried buildings etc.

The said real estate project of the Company was successfully completed in the third quarter of the financial year 2023-24 and has transitioned into its operational phase. Currently, the project is generating revenue from the sale of plots, marking a significant milestone for the company.

Other Income:

During the year, the Company has also received income from interest on Inter-Corporate deposits (ICDs) and investments in mutual funds. The financial performance highlights for the year ended March 31,2024, are as follows -

The net income from operations achieved during the year is Rs. 5,560.09 lakh as compared to Rs. 2,049.88 lakh in the previous year. The net profit after tax is Rs. 637.19 lakh as compared to Rs. 3,787.83 lakh in the previous year.

2. STATE OF AFFAIRS

The Company is engaged in real estate activities and investment of surplus funds including inter-corporate deposits. There has been no change in the nature of business of the Company during the financial year ended March 31,2024.

3. SUBSIDIARY COMPANY AND ASSOCIATES

The Company doesn't have any subsidiaries or associates.

4. DEPOSITS

During the year, the Company did not invite or accept any Deposits within the meaning of sections 73 and 76 of the Companies Act, 2013 and the relevant rules made thereunder as such, no amount of principal or interest was outstanding as on the date of the balance sheet from the public.

5. RESERVES

Your directors do not propose to transfer any amount to the general reserve and the entire amount of profit for the year forms part of the ‘Retained Earnings'.

6. DIVIDEND

As a prudent economic measure and in order to conserve the scarce liquid resources of the Company, the Directors do not recommend any dividend for the year ended March 31, 2024. The dividend distribution policy of the company is also annexed herewith as Annexure ‘A'.

7. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this report which may affect the financial position of the company or may require disclosure.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, AND TRIBUNALS

There were no significant or material orders passed by the regulators, courts and tribunals during the year ended March 31,2024.

(i) Statutory Auditors and their report:

The members of the Company at the 40^th Annual General Meeting held on September 28, 2022 had appointed M/s Oswal Sunil & Company, Chartered Accountants (Firm registration No. 016520N) as the Statutory Auditors of the Company to hold office for a term of 5 consecutive years i.e. from the conclusion of the 40^th Annual General Meeting till the conclusion of the 45^th Annual General Meeting to be held in the year 2027.

M/s. Oswal Sunil & Company, Chartered Accountants have also confirmed their eligibility to continue to act as statutory auditors of the Company in accordance with section 139 read with section 141 of the Companies Act, 2013. They have also provided confirmation that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ‘Peer Review Board' of the ICAI.

Report of statutory auditors: M/s Oswal Sunil & Company, Chartered Accountants, have submitted their report on the financial statements of the Company for the financial year 2023-24, which forms part of this Annual Report. Further the notes referred to in the Auditor's Report are self-explanatory. The Auditors have issued a qualified report for the financial year 2023-24. The auditor's remarks on their qualified opinion and management response on the auditor's qualified opinion are given hereunder:

We refer to note 37 of the standalone financial statements for non-provisioning of interest income of f 3262.92 lakhs pending the arbitration proceedings. Consequent to this, the interest income and corresponding Current Assets are lesser by f 3262.92 lakhs for the year ended 31st March, 2024.

Management's response: The Company has invoked arbitration clause as per the ICD agreement. In this view the Company has decided not to charge any further interest pending the arbitration proceedings.

(ii) Secretarial Auditors and their report

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Company had appointed M/s CT & Company, Company Secretaries, to undertake the secretarial audit of the Company for the year ended March 31,2024. The Secretarial Audit Report issued in this regard in form no. MR-3 is annexed as Annexure ‘B'.

The Secretarial Auditor's report doesn't contain any qualification or reservation requiring explanation or adverse remark.

Also, a secretarial compliance report for the financial year ended March 31, 2024 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. CT & Company, Company Secretaries, Secretarial Auditors and submitted with the National Stock Exchange of India Ltd. and BSE Limited.

M/s CT & Company, Company Secretaries have been re-appointed to conduct the secretarial audit of the Company for FY 2024-25. They have confirmed that they are eligible for the said appointment.

(iii) Internal Auditors and their report

Pursuant to the provisions of section 138 of the Companies Act, 2013 and rules made thereunder, the Company had appointed M/s SVP and Associates, Chartered Accountants, New Delhi (FRN: 003838N) as Internal Auditors of the Company for the financial year 2023-24.

The Internal Auditor's reports are periodically submitted with the Audit Committee for its review and further course of action thereon.

10. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

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

11. COMPLIANCE WITH SECRETARIAL STANDARDS DURING THE FINANCIAL YEAR 2023-24

During the financial year 2023-24, the Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

12. TRANSACTIONS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and the Listing Regulations, 2015 your Company has formulated a policy on related party transactions. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties.

With reference to section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm's length basis.

During the year ended March 31, 2024, in pursuance of section 188 of the Companies Act, 2013 and regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the company has entered into a contract for maintenance and facility management services with Crest Commercial Projects (India) Private Limited (‘CCPIL'), which falls under the category of a related party to the Company by virtue of Mrs. Shikha Jain, Director of the Company, who is also a Director and Member of CCPIL for an initial period of 6 months with effect from July 1,2023. The said transaction was approved by the members of the Audit Committee and Board of Directors at their respective meetings held on May 25, 2023. Form AOC-2 has been enclosed herewith in the percribed format as Annexure ‘C'.

A detailed report on contract & arrangement made with related parties as per applicable IND AS during the financial year 2023-24 being arm's length transaction have been reported and annexed as note no. 38 to the financial statements.

13. ANNUAL RETURN

Pursuant to section 92(3) read with section 134(3)(a) of the Act, the Annual Return as on March 31,2024 is available on the Company's website at https://oswalgreens.com/Home/content/Annual-Report/Annual-Report-&-Return.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) As per the provisions of section 152 of the Companies Act, 2013, Mr. Anil Kumar Bhalla (DIN: 00587533) shall retire by rotation at the forthcoming AGM of the Company, and being eligible, offer himself for re-appointment. The relevant details are provided in the Notice. The Board recommends his re-appointment.

(ii) Mrs. Shikha Jain (DIN: 02615074), Non-executive and Independent Director of the Company, has resigned from the position of Director of the Company w.e.f April 8, 2024 on account of personal reasons.

The Board has placed on record its deep appreciation for the invaluable support and guidance received from Mrs. Jain during her association as a Non-executive Independent Director of the Company.

(iii) The Board of Directors, upon the recommendation of the Nomination & Remuneration Committee, at their meeting held on June 12, 2024, has appointed Mrs. Shipra Shroff (DIN: 10630750) as Non-executive and Independent Director of the Company w.e.f June 12, 2024 for an initial term of 5 years which shall be placed for the shareholders' approval at upcoming 42^nd AGM. The Board recommends her appointment.

The policy on Directors' and KMP's appointment and remuneration, including the criteria for determining the qualifications, positive attributes and independence of Directors is enclosed as Annexure ‘D'.

Declaration from Independent Directors: The Company has received all the applicable declarations under section 149(7) of the Companies Act, 2013, Rule 6(3) of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

("SEBI Listing Regulations") from each Independent Director. There have been no circumstances affecting their status as independent directors of the Company. No Director of the Company is disqualified under any law to act as a director.

Further, all the Independent Directors have registered themselves with the Indian Institute of Corporate Affairs for the inclusion of their name in the databank of Independent Directors, pursuant to Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Further they have confirmed that they shall comply with other requirements, as applicable under the said rule.

In the opinion of the Board, they fulfil the conditions for appointment/ reappointment as Independent Director on the Board. Further, in the opinion of the Board, the Independent Director also possess the attributes of integrity, expertise and experience as required to be disclosed under rule 8(5)(iiia) of the Companies (Accounts) Rule, 2014.

During the financial year 2023-24, except Mrs. Shikha Jain, no other non-executive directors of the Company had any pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operate effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.

16. AUDIT COMMITTEE

As on March 31,2024, the Audit Committee of the Board of Directors of the Company comprised of 4 (Four) members, namely Mr. Pulkit Gupta (DIN: 07026809), Mr. Ayussh Sanghi (DIN: 07102280), Mrs. Shikha Jain (DIN: 02615074) and Mr. Akhil Bansal (DIN: 07398573), all of them being Independent Directors. Mr. Pulkit Gupta, an Independent Director, is the Chairman of the Audit Committee.

Further, Mrs. Shikha Jain (DIN: 02615074), Director (Independent & Non-executive) has resigned from the position of Independent Director of the Company w.e.f April 8, 2024 and accordingly ceased to be a member of the Audit Committee. Thereafter, Mrs. Shipra Shroff (DIN: 10630750) was appointed as Director (Non-executive & Independent) w.e.f June 12, 2024 and subsequently replaced Mrs. Shikha Jain as a member of the Audit Committee.

The Audit Committee has met 4 times and reviewed the financial statements for each quarter/ financial year ended March 31,2024, and has not given any adverse observations.

The Board accepted the recommendations of the Audit Committee as and when made by the Committee during the year.

17. COST RECORDS

As required under rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable on the Company.

18. VIGIL MECHANISM

Your company is deeply committed to the highest standards of ethical, moral and legal business conduct. It ensures that it provides a respectful working environment not only for all its employees, but for all external parties too. Accordingly, the Board of Directors has formulated a Vigil Mechanism Policy or Whistle Blower Policy which is in compliance with the provisions of section 177(10) of the Companies Act, 2013 and thus, 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.

It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The said Policy has been posted on the website of the Company at https://oswalgreens.com/FAQ_REPORT_IMG_DIRannouncement_report_document_29576207.pdf.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out Corporate Social Responsibility Report as Annexure ‘E' in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on https://oswalgreens.com/FAQ. REPORT IMG DIRannouncement report document 99668882.pdf.

20. CORPORATE GOVERNANCE AND MANAGEMENT'S DISCUSSION AND ANALYSIS REPORTS:

The Corporate Governance and Management's Discussion and Analysis Reports, which form an integral part of this report, are set out in separate annexures to this report, along with the certificate from the Secretarial Auditors of the Company certifying compliance with the conditions of the Corporate Governance as required under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Annexure ‘F' & ‘G'

21. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment of Women at Workplace Act") and Rules framed therein. An Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates and it is ensured organization wide dissemination of the Policy and the provisions of the Prevention of Sexual Harassment of Women at Workplace Act by conducting sessions throughout the Company.

The following is a summary of sexual harassment complaints received and disposed of during the year:

The Policy on Prohibition, Prevention and Redressal of Sexual Harassment at Workplace is posted on the website of the Company at https://oswalgreens.com/FAQ_REPORT_IMG_DIRannouncement_report_document_18737713.pdf.

(A) The information required under section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

(b) The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

# The Independent Directors are entitled to receive sitting fees for meetings of Board and Committees thereof.

* During the year, there was no actual increase in the remuneration/salaries of managerial personnel as well as other employees of the company. The given ratios and percentage increase are based on the changes in total remuneration due to any change in allowances paid on the actual basis to managerial personnel or to any employee e.g. payment of Gratuity, leave encashment etc.

(c) The percentage increase in the median remuneration of employees in the financial year: (17.41%)

(d) The number of permanent employees on the roll of the Company (as on March 31,2024): 122

(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: 10.23% increase in managerial remuneration & -24.17% average increase in remuneration of employees other than the managerial personnel.

(f) affirmation that remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company.

financial year 2023-24 in terms of the company's policy has not been included in the above.

(B) Particulars of Employees

23. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board meetings, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The above criteria is based on the guidance note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors including

Independent Directors, on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings and the preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairperson was also evaluated on the key aspects of her role.

24. INDEPENDENT DIRECTORS MEETING

The Independent Directors of the Company met on February 9, 2024, inter alia, to:

(i) Review the performance of Non-Independent Directors and the Board of Directors as a whole;

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

(iii) Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

25. NUMBER OF MEETINGS OF BOARD

During the year ended March 31,2024, Board of directors met 4 (Four) times on May 25, August 4, November 6, 2023 and February 12, 2024. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of this report.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

According to section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms.

Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board. During the year the consultants were engaged for providing assistance in improvising IFC framework including preparation of Management Risk Control Matrix for various processes and deployment of Self-Assessment Tool.

Company has aligned its current systems of internal financial control with the requirement of Companies Act 2013, on lines of globally accepted risk-based framework as issued by the committee of sponsoring organizations (COSO) of the treadway commission. The Internal Control - Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organization's process of designing and implementing a system of internal control. The framework requires a company to identify and analyse risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness.

Company's internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies. Company has a well- defined delegation of power with authority limits for approving revenue as well as expenditure.

Processes for formulating and reviewing annual and long-term business plans have been laid down. Our management assessed the effectiveness of the Company's internal control over financial reporting (as defined in regulation 17 of Listing Regulations) as of March 31, 2024. The assessment involved self-review, peer review and external audit.

M/s Oswal Sunil & Company, the statutory auditors of the Company has audited the financial statements included in this annual report for the financial year ended March 31,2024 and has issued an separate report on our Internal Financial Control with reference to financial statements (as defined in section 143 of Companies Act 2013).

The company has appointed, M/s SVP and Associates, Chartered Accountants, New Delhi to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors (M/s Oswal Sunil & Company) and the audit committee. In line with international practice, the conduct of internal audit is oriented towards the review of internal controls and risks in its operations such as accounting and finance, procurement, employee engagement, travel, insurance, IT processes etc.

Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically.

Adequacy of internal financial control with reference to financial statements: The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control System in the Company which should be adequate and shall operate effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board's report.

The internal financial controls were in operation during the reporting period from April 1, 2023 to March 31, 2024. Our management assessed the effectiveness of the Company's internal control over financial reporting as of March 31,2024.

M/s Oswal Sunil & Company, Chartered Accountants, assess the internal financial controls including the Entity Level Controls, Process Application and Transaction Controls and Information Technology General Controls.

The Audit Committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the Audit Committee follows up on corrective action. The Audit Committee also meets statutory auditors to ascertain, inter-alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of its major observations periodically.

The Company has a comprehensive risk management framework. The Company has in place a well-defined Whistle Blower Policy/ Vigil Mechanism. Compliance of secretarial functions is ensured by way of secretarial audit.

Based on its evaluation as defined in Section 177 of Companies Act 2013 and Regulation 18 of Listing Regulations, our Audit Committee has concluded that, as of March 31,2024, our internal financial controls were adequate and operating effectively.

27. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans given are provided under note no. 14 to the financial statement. Particulars of investments made are provided under note no. 5 and 10 to the financial statement provided in this Annual Report. The Company has not given any guarantee or security in connection with a loan to any other body corporate or person.

28. PARTICULARS OF ENERGY CONSERVATION/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUT GO

(A) Information regarding conservation of energy and technology absorption: At Oswal Greentech Limited, our continuous approach is towards achieving maximum energy efficiency and absorption of technology in our operations and initiatives undertaken by the Company.

(B) Foreign exchange earning and outgo: During the year under review, there were no foreign exchange earnings and outgo.

29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR STATUS

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

30. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONG WITH THE REASONS THEREOF

There are no such events occurred during the period from April 01,2023 to March 31,2024, thus no valuation is carried out for the one- time settlement with the banks or financial institutions.

31. RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically.

Our risk management framework is designed to be simple, consistent and clear for managing and reporting risks from the Group's businesses to the Board. Our management systems, organizational structures, processes, standards and code of conduct together form the system of internal controls that govern how we conduct business and manage associated risks. We have a multi-layered risk management framework to effectively mitigate the various risks, which our businesses are exposed to in the course of their operations.

Major risks identified by businesses and functions are systematically addressed through mitigating actions. Risk officers have also been formally nominated at operating businesses, as well as at Group level, to develop the risk-management culture within the businesses.

Our Risk Management Framework is designed to help the organization to meet its objectives through alignment of operating controls with the Company's mission and vision. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

The Board of the Company has formed a risk management committee in their meeting held on June 25, 2021 to frame, implement and monitor the risk management plan for the Company. This committee shall be responsible for monitoring and reviewing the risk management plan and to ensure its effectiveness.

The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The risk management policy has been posted on website of the Company at https://oswalgreens.com/FAQ_REPORT_IMG_ DIRannouncement_report_document_672360.pdf.

32. CODE OF CONDUCT

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 the Company has in place the policies/ codes which are revised from time to time according to applicable laws or as per need. The members of the Board and senior management personnel have affirmed the compliance with Code applicable to them during the year ended March 31,2024.

The annual report of the Company contains a certificate by the CEO and Managing Director in terms of Listing Regulations on the compliance declarations received from Independent Directors, Non-Executive Directors and Senior Management.

33. HUMAN RELATIONS

Human resources play a significant role in your Company's growth strategy. Your Company emphasized on talent nurturing, retention and engaging in a constructive relationship with employees with a focus on productivity and efficiency and underlining safe working practices. The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by the employees of the Company during the year.

34. LISTING

Presently, the Company's equity shares are listed on the following Stock Exchanges:

(a) The National Stock Exchange of India Ltd., Mumbai

(b) BSE Limited, Mumbai

The equity shares of the Company listed and traded with National Stock Exchange of India Ltd. and Bombay Stock Exchange, Mumbai and the Company is in the process of getting its shares delisted from the Calcutta Stock Exchange.

35. APPRECIATION AND ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their sincere gratitude for assistance and cooperation received from Central & State Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of Oswal Greentech Limited through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.