OK Play India Ltd

To,

The Members,

The Directors of your Company have immense pleasure in presenting the 34^th Annual Report on the business and operations of the company and the audited accounts for the Financial Year ended 31^st March, 2023.

FINANCIAL RESULTS

The Company's financial performance, for the year ended 31^st March, 2023 is summarized below:

(Rs in Lacs)

STATUS OF COMPANY'S AFFAIRS /BUSINESS OPERATIONS

The turnover of the company for the year under review stands at Rs.13280.27 lacs as compared to Rs.7206.56 Lacs of the last year. There has been an increase of 84.28 % in the turnover of the Company. Further the Company incurred a net loss of (Rs3 90.08) compared to the net loss of (Rs.821.88 Lacs) of the last year.

A detailed review of the company's performance and future prospects is included in the Management Discussion and analysis section of this Annual Report.

TRANSFER TO RESERVE

During the year no amount is proposed to be transferred to General Reserve.

DIVIDEND

To conserve the surplus reserves for the business and expansion plan of the Company, your Directors regret their inability to recommend any dividend.

TRANSFER TO IEPF

During the Financial year 2022-23, no amount was transferred to IEPF.

INDEPENDENT DIRECTORS

Declaration given by Independent Directors meeting the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is received and taken on record.

AUDITORS AND AUDITORS' REPORT

M/s J Madan & Associates has furnished a certificate of their eligibility and consent under section 139 and 141 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 for their re- appointment as the Auditors of the company in the upcoming Annual General Meeting.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes occurred in the composition of Board of directors/KMP of the Company.

a) Mr. Rajan Handa has been reappointed as Whole Time Director of the Company with effect from 1^st March 2023 to 28^th February, 2026.

b) Mrs. Mamta Handa has been reappointed as Whole Time Director of the Company with effect from 20^th June, 2022 to 19^th June, 2025

c) Mr. Rishab Handa has been reappointed as Whole Time Director of the Company with effect from 20^th March 2023 to 19^th March, 2026.

d) Mr. Raghav Handa has been reappointed as Whole Time Director of the Company with effect from 20^th March 2023 to 19^th March, 2026.

e) In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Mamta Handa, Director will retire by rotation at the forthcoming AGM of Company and being eligible, offers herself for reappointment.

f) The Board has recommended that Mr. Rajan Wadhera (DIN 01412577) be reappointed as a Whole Time Director of the Company effective October 1, 2023, subject to approval of shareholders at the ensuing AGM.

g) Mr. Ajay Vohra's (DIN: 03332920) second consecutive term as an Independent Director will expire on September 30, 2023. Board proposes to appointed Mr Pankaj Kalra (DIN:07219227) as an Independent Non-Executive Director w.e.f 1^st October,2023 ,subject to approval of shareholders in the ensuing AGM. Mr. Pankaj Kalra is B.A Hons. in Economics from Hindu College, Delhi University has vast experience in Economics and Finance. The Board considers that his association would be of immense benefit to the Company.

INTERNAL FINANCIAL CONTROLS FOR FINANCIAL STATEMENTS

The company has in place adequate internal financial controls with reference to the financial statements and no significant weakness was found in the implementation of controls during the year under review. The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company's internal control system commensurate with the nature of its business, size and complexity of its operations. The Audit Committee periodically reviews the adequacy of internal financial controls.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from public was outstanding as on 31^st March, 2023.

ANNUAL RETURN

In terms of provisions of Section 92, 134(3)(a) of the Companies Act,2013 read with Rule 12 of Companies Act,2013 read with rule 12 of Companies (Management and Administration) Rules,2014, the draft of the Annual Return having all the available information of the Company as on 31 March,2023 is available on the Company's website i.e. www.okplay.in.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions are entered on arm's length basis in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the listing regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or KMP etc. which may have potential conflict with the interest of the Company at large which warrants the approval of shareholders. All related party transactions are reported to the Audit Committee. Details of all related party transactions are reported to the Audit Committee for scrutiny/ review and referred for approval of the Board on a quarterly basis. Accordingly, the disclosure of related party transactions as required under Section 134 (3)(h) of the Companies Act,2013 in Form AOC-2 forms part of the Annual Report. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. Transactions with related parties are conducted in a transparent manner with the interest of the Company as utmost priority. Details of such transactions are given in the accompanying Financial Statements. The Company's policy on Related Party Transactions is available at our website www.okplay.in.

RISK MANAGEMENT

The Company has a risk management mechanism in place to identify, evaluate, monitor and manage both business and non-business risks through the oversight of Board, senior management personnel and external advisors. The risk identified by the Company broadly fall in the category of operational risk, regulatory risk, financial & accounting risk. The Company has an elaborate Risk Charter and risk policy defining risk management governance model, risk assessment and prioritization process. The objective of the mechanism is to minimize the impact of various risks identified, advance actions to mitigate it, monitor and report effectiveness of the process and procedures. In the opinion of the Board, none of the said risks which have been identified may threaten the existence of the Company and controls. The Audit Committee has additional oversight in the area of financial risk.

LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of Loans, Guarantees and Investments forms part of the Annual Report.

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

Statutory disclosures as required under Section 134 of the Companies Act, 2013, Particulars relating to Conservation of Energy, technology absorption, foreign exchange earnings and outgo are given in Annexure - I which forms part of the report.

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments affecting the financial position of the company which have occurred between the end of the Financial Year of the company to which the financial statement relate and the date of report except divestment of stake from its subsidiary i.e. OK Play Healthcare Private Limited.

EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER BY THE STATUTORY AUDITOR OR SECRETARIAL AUDITOR

The Statutory Auditors of the company have given a unqualified Audit report (Standalone & Consolidated) for the financial year 2022-23.

The Board of Directors appointed Mr. Puneet Kumar Pandey, Company Secretary (COP- 10913), for conducting Secretarial Audit for the financial year 2022-23. Copy of Secretarial Audit Report is annexed as Annexure-III of this report.

Observation by Secretarial Auditor:

(i) The Company had declared its Audited Yearly/quarterly Financial Results for the Quarter/year ended 31st March 2022 on "02^nd June 2022" which was beyond the due date.

(ii) Listing Approval of 6,00,000 Equity Shares allotted to Mr. Rajan Handa (One of the Promoters of the Company) against the conversion of Warrants into Equity Shares was awaited since several years.

Reply by the company:

(i) Penalty laid by SEBI has been paid by the company.

(ii) The approval has been obtained by the company on 22 Feb 2023 and trading approval on 2^nd March 2023.

Further Auditors and Secretarial auditors have not observed / reported any fraud which is reportable.

INTERNAL AUDITOR

The Board of Directors appointed M/s Shalini Grover & Co., Chartered Accountants (C.P No 15896) as Internal Auditor for the Financial Year 2022-23. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. Internal Auditors have submitted their Report to the Chairman of the Audit Committee and this was further reviewed by Management and taken on record.

CEO/CFO CERTIFICATION

Mr. Rishab Handa, CFO and Mr. Rajan Handa, Managing Director of the Company have certified to the Board that all the requirements of the Listing Obligations, inter alia, dealing with the review of financial statements and Cash flow statement for the year ended 31^st March, 2023, transactions entered into by the Company during the said year, their responsibility for establishing and maintaining internal control systems for financial reporting and evaluation of the effectiveness of the internal control system and making of necessary disclosures to the Auditors and the Audit Committee have been duly complied with.

CORPORATE GOVERANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Corporate Governance stems from the belief and realization that corporate citizenship has a set of responsibilities, which must be fulfilled for a company to progress and succeed over the long term. In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis and a Report on Corporate Governance along with Certificate from Auditors regarding compliance of conditions of Corporate Governance is annexed as Annexure- lV to the Directors' Report.

A declaration by the Managing Director regarding the compliance with the Code of Conduct also forms part of this Annual Report.

NUMBER OF THE MEETINGS OF THE BOARD & ATTENDANCE OF DIRECTORS

There were fourteen Board Meetings held during the Financial Year 2022-23. Details of the same forms part of the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

OK Play is a socially conscious and responsible company supporting organizations working in conservation, education, environmental, management, sustainable development and humanitarian affairs. Provision relating to Corporate Social Responsibility is not applicable to the company during the Financial Year 2022-23.

DISCLOSURE ON BOARD COMMITTEES

Details already provided in the Corporate Governance Section of this Annual report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adhered to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is no complaint received during the year and pending during the financial year under provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

VIGIL MECHANISM

Details already provided in the Corporate Governance Section of this Annual report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

The company has not received any order from the Courts, regulators or tribunals impacting the going concern status and company's operation in future.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has prepared Consolidated Financial Statements as per Indian Accounting Standards. The Audited Consolidated Financial Statements along with Auditors' Report thereon forms part of this Annual Report.

SUBSIDIARY COMPANY

Details of subsidiary Companies i.e. OK Play Auto Private Limited, RIRA E- Vehicles Private Limited and Isht Technologies Private Limited and their business operations during the year under review are covered in the Annual Report. Further the Company has made divestment of interest in OK Play Healthcare Private Limited w.e.f 27^th June 2022. The Company acquired 100% stake in Isht Technologies Private Limited w.e.f 27^th February 2023. Report on the performance and financial position of the subsidiaries as per the provisions of the Companies Act, 2013, is included in this report and hence not repeated here for the sake of brevity.

The Policy for determining material subsidiaries may be accessed on the Company's website.

The Company will make available the annual accounts of the subsidiary and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary are also available on website of the Company and are open for inspection at the Registered Office of the Company. The Consolidated Financial statements presented by the Company includes the financial results of its subsidiary companies.

Copy of Annual Report of the Company is available on the website of the Company.

ISSUE OF CONVERTIBLE SHARE WARRNATS

Company has allotted 1,35,30,000 fully convertible warrants at a price of Rs. 60.21 aggregating to Rs. 81.46 Crores in the Financial Year 2023-24. Out of these warrants 35,65,000 warrants have been converted into equity shares till the date of this report.

PARTICULARS OF EMPLOYEES

The Table containing the names and other particulars of employees in accordance with the provisions of Section 197(1), of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure-II to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Y our Directors confirm that:

• in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

• the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31^st, 2023 and of the Profit of the company for the year ended on that date;

• the Directors had taken proper and sufficient care 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;

• the Directors had prepared the annual accounts on a going concern basis; and

• the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

• the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

COST RECORDS

During the year under review, M/s Goyal, Goyal & Associates, Cost Accountants (FRN-000100) was appointed as Cost Auditors for the Financial Year 2022-23. In terms of Section 148(1) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, the Company is required to maintain Cost records of the Company and accordingly such accounts and records are made and maintained.

REMUNERATION POLICY

The Board has framed a policy for selection and appointment of Directors, senior management and their remuneration. The Policy is uploaded on Company's website.

Key principles governing the Remuneration Policy are as follows:

• Market competitiveness

• Role played by the individual

• Reflective of size of the Company, complexity of the sector/ industry/ Company's operations and the Company's capacity to pay

• Consistent with recognized best practices; and

• Aligned to any regulatory requirements.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

In terms of the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications: The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry experience.

Positive Attributes: Apart from the duties of Directors as prescribed in the Companies Act, 2013, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independence in judgement. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

Independence: A Director will be considered independent if he/ she meets the criteria laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

HUMAN RELATIONS

Your Company continues to enjoy cordial relations amongst all its employees. In this pursuit of creating its own management cadre, your company has recruited executives and staff at various levels, including senior management positions during the year.

INDUSTRIAL RELATIONS

During the year, your company maintained harmonious and cordial industrial relations.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board has carried out an Annual Performance Evaluation of its own performance, Directors individually and that of its Committees. The evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting held by Independent Directors. The performance evaluation of Independent Directors was done by the entire Board, excluding Directors being evaluated.

DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

INCREASE IN AUTHORIZED AND PAID UP CAPITAL

Company has increased its authorized capital from existing 30,00,00,000 Crores divided into 3,00,00,000 equity shares of Rs 10 each to Rs 40,00,00,000 Crores divided into4,00,00,000 equity shares of Rs 10 each. Paid up capital of the company is Rs 22761150/-

ACKNOWLEDGEMENT

The Board of Directors wishes to place their appreciation of the company's clients, vendors, bankers, and investors for their continued support during the year. Your Directors also wish to place on record their deep appreciation of the dedication and contribution made by employees at all levels, who through their competence, hard work and support have enabled the company to work efficiently and look forward to their continued support in future as well.