<dhhead>Board’s Report </dhhead>

To the members of

M/s Olympia Industries Limited ("the Company")

Your Directors take pleasure in presenting the 35^th Annual Report of your Company along with the Audited Financial Statements for the financial year ended 31^st March, 2024.

1. Key Financial Highlights

The Company’s performance during the financial year ended March 31, 2024 as compared to the previous financial year is summarized below:

(Rs. in Lakhs except EPS)

2. STATE OF COMPANY’S AFFAIRS

The turnover of the Company has decreased to Rs. 1,89,05.03 lakhs from Rs. 37,795.29 lakhs in the previous year. Net profit from operations stood at Rs. 78.77 Lakhs as compared to Rs. 98.49 lakhs in the previous year. However, the profit before Interest, Depreciation & tax has improved from Rs. 568.18 lacs to Rs. 692.53 and profit before tax has remain stable & marginally improved from Rs. 128.61 Lacs to Rs. 131.37 lacs. In the current year, the company expects to have improved performance in view of various steps taken for improvement.

3. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2024 is Rs. 6,02,35,700/-. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options or issued sweat equity.

4. TRANSFER TO RESERVE

The Board of Directors has not recommended transfer of any amount to reserves and the entire balance available in the Statement of Profit and Loss is retained in it.

5. DIVIDEND

In the view of strengthening the company's financial position, the directors have decided to plough back the profits into the business. Hence, Directors do not recommend any dividend for the financial year ended 31^st March, 2024.

6. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report Annexure I

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate and joint venture company.

8. MATERIAL CHANGES AND COMMITMENTS SINCE THE END OF THE FINANCIAL YEAR

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position, have occurred between the end of the financial year of the Company and date of this report.

9. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company pursuant to Section 92(3) of the Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, as on March 31, 2024 in Form No. MGT-7 is available on the Company’s website and can be accessed at https://eolympia.com/annual-compliance/

During the year under review, there was a change in the composition of the Board of Directors and Key Managerial Personnel of the Company.

In accordance with the provisions of Section 152 of the Companies Act read with provisions contained in the Articles of Association of the Company, Mr. Bhushan Patil (DIN-02074033) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered his candidature for re-appointment. As per the provisions of the Act, the Independent Directors are not liable to retire by rotation.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended as an Annexure to the Notice of the ensuing Annual General Meeting.

? Mr. Bhushan Patil (DIN-02074033) was appointed as a Non-Executive & Non independent Director in the 34^th Annual General meeting of the Company held on 26^th September, 2023.

? Ms. Pooja Jiwrajka (DIN: 10683810) is proposed to be appointed as a Non-Executive Non Independent, Woman Director. The Nomination & Remuneration Committee and Board of Directors in its meeting held on Monday, August 12, 2024, has recommended her appointment for approval of shareholders in upcoming 35^th Annual General Meeting to be held on Monday, September 23, 2024.

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are the Key Managerial Personnel of the Company:

1. Mr. Navin Pansari, Chairman & Managing Director

2. Mr. Ramjeevan Khedia, Chief Financial Officer

3. Ms. Radhika Sharma^#, Company Secretary and Compliance Officer

4. Mr. Vikalp Chugh*, Company Secretary and Compliance Officer

? ^#Ms. Radhika Sharma resigned from her position as a Company Secretary and Compliance Officer of the Company w.e.f October 14, 2023

? *Mr. Vikalp Chugh was appointed as a Company Secretary and Compliance Officer of the Company, w.e.f. January 10, 2024.

The board has received the declaration from Independent Directors as per the requirement of Section 149(7) of the Act and the board is satisfied that all the Independent Directors meet the criterion of Independence as mentioned in Section 149(6) of the Act. Further, all the Independent Directors have affirmed that they have adhered and complied with the Company's Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Act.

The Independent Directors of your Company have given the certificate of Independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013. In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise, proficiency and qualifications.

The Board of Directors duly met 9 times during the financial year from April 01, 2023 to March 31, 2024. The dates on which the meetings were held are April 29, 2023; May 30, 2023; August 11, 2023; September 20, 2023; November 9, 2023; January 10, 2024; February 09, 2024; March 07, 2024 and March 27, 2024

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, Directors of your Company confirm that:

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

b) the Directors had selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down proper internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

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

During the year under review, The Independent Directors met on 09^th February, 2024 inter alia, to discuss ? Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole; ? Evaluation of the performance of the Chairman of the Company. ? Evaluation of the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Constitution of Audit Committee as on 31^st March, 2024 is given below:

Pursuant to the provisions of the Act the Board has carried out an Annual Performance Evaluation of its own performance, the directors individually as well as the Evaluation of the working of its various committees.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the directors being evaluated. The Performance Evaluation of the Chairman and Non Independent Directors was carried out by the Independent Directors at their separate meeting.

The policy of the Company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under subsection (3) of Section 178 of the Companies Act, 2013, is available on our website at https://eolympia.com/policies-codes/

? Appointment of Statutory Auditors

M/s. R. A. Kuvadia & Co., Chartered Accountants (Firm Registration No. 105487W) were appointed as Statutory Auditors of the Company at the 33^rd Annual General Meeting held on September 21, 2022, for a period of 5 years from conclusion of 33^rd Annual General Meeting till the conclusion of the 38^th Annual General Meeting of the Company to be held in the year 2027 at such remuneration as may be decided by the Board of Directors of the Company

? Statutory Auditors’ Report

The Reports given by the Statutory Auditors on the Financial Statements of the Company for financial year 2023-24 does not contain any qualification, reservation or adverse remarks and forms part of the Annual Report.

? Details in respect of frauds reported by auditors

No frauds have been reported by the Statutory Auditors during the financial year 2023-24.

? Appointment of Secretarial Auditors

Pursuant to the provisions of Section 204 read with rules made thereunder, M/s V.K. Mandawaria & Co., Company Secretaries were appointed to undertake Secretarial Audit of the Company for the financial year 2023-24.

? Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013, a Secretarial Audit Report was given by the Secretarial Auditors in the Form No. MR-3 is annexed with this Report as Annexure II. The observations/ remarks made by the Secretarial Auditor in their Report are self-explanatory so no further explanation is required

Pursuant to provisions of Section 138 of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 the company had appointed "M/s. V. A. Shimpi & Associates," a firm of Chartered Accountants in practice as Internal Auditors of the Company for the Financial Year 2023-2024.

The provisions pertaining to maintenance of Cost Records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company.

Your Company has in place adequate internal control systems commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company’s operations, safe keeping of its assets, optimal utilization of resources, and reliability of its financial information and compliance. Clearly defined roles and responsibilities have been institutionalized Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company’s operations.

The Company has in place Risk Management policy which takes care of risk identification, assessment and mitigation. There are no risks which in the opinion of the Board threatens the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of the Annual Report.

The Board has a Vigil Mechanism as per the provisions of Section 177(9) of the Act. A vigil mechanism of the Company encourages to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.

This Vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

An Officer of the Company has been appointed which looks into the complaints raised. The Officer reports to the Audit Committee and the Board. This policy is also posted on Company’s website, below is the link.

https://eolympia.com/wp-content/uploads/2022/11/vigil-mechanism-whistle-blower-policy.pdf

The Company has not accepted any deposit (under Rule 2[c] of the Companies [Acceptance of Deposits] Rules, 2014) within the meaning of Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) for the time being in force).

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statement.

As per Section 135 of the Companies Act 2013 read with The Companies (Corporate Social responsibility) Rules, 2014, the Company does not fall under the criteria

Following are the Net profits for the last three Financial Years:

(" Rs. in Lakhs")

As per the net profits shown in above table, the Company has neither fulfilled the criteria of average net profits of more than 5 Crores nor any other criteria of net worth of rupees five hundred crores or more and turnover of Rupees 1000 crores or more required for the applicability CSR provisions for FY 2023-2024. Hence, CSR provisions were not applicable for the FY 2023-2024 and hence Corporate Social Responsibility Report is not annexed with this Board’s Report.

The CSR policy is available on website of the Company at https://eolympia.com/wp-content/uploads/2022/11/csr-policy-oil.pdf

All related party transactions that were entered during the financial year were on arm’s length basis and were in the ordinary course of business particulars of which have been given in prescribed Form AOC-2 in "Annexure-III". All related party transactions were placed for approval before the audit committee and also before the board in compliance with the provisions of the Act.

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

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

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

During the year under review, the Company did not receive any sexual harassment complaints.

? Conservation of energy

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act 2013, read with rule 8 of the Companies (Accounts) Rules 2014, in respect of conservation of energy are not applicable, considering the nature of activities undertaken by the Company during the year under review.

? Technology absorption

During the year, the Company has not absorbed or imported any technologies

? Foreign exchange earnings and outgo

Following are the details of Foreign Exchange Earnings and Outgo.

(" Rs. in Lakhs")

The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Details of remuneration of employees as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Rules are not provided with this Report but the same will be available to any shareholder for inspection on request as permitted under the provisions of Section 136(1)(b) of the Companies Act, 2013 and other particular as required under Section 134(3)(q) and Section 197(12) of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in "Annexure-IV" and forms part of this Report.

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), respectively issued by Institute of Company Secretaries of India.

There is no change in the nature of business of the Company

The Company is listed on the Bombay Stock Exchange & has complied with all regulations and bye laws as applicable to the company. The Company has paid annual listing fee up to the Financial Year 2024-25 to BSE.

Corporate Governance is not applicable to the Company pursuant to the provisions of Regulation 15(2) of SEBI (LODR) Regulation, 2015.

? There are no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016

? There are no instances of one-time settlement with any Bank or Financial Institution, during the year under review.

The Board places on record its deep appreciation to all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain an industry leader.

The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. The Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be our endeavor to build and nurture strong links with the trade based on mutual benefits, respect for and co-operation with each other, consistent with consumer interests.

The Board also take this opportunity to thank all Shareholders, Business Partners, Government and Regulatory Authorities, Bankers, Finance providers and Stock Exchanges, for their continued support.