Olympic Cards Ltd

To the Members,

The Directors have pleasure in presenting their Thirty Second Annual Report and Audited Statement of Accounts of the Company for the year ended 31^s' March, 2024.

(Rs. in Lakhs)

In view of absence of Profit in the Financial year 2023-24, the Board of Directors has not recommended Dividend for the financial year 2023-24 (Previous Year-Nil).

The total Reserves and Surplus as on March 31, 2024 is Rs.( 1060.31) Lakhs. (Previous Year: Rs. Rs.(957.78) Lakhs. Transfer to Reserve for the year is NIL.

The Company neither has any holding has any subsidiary company. Therefore disclosure Section 197( 14) of the Companies Act. 2013 is not applicable

There was a gross income of Rs. 1703.12 Lakhs during the year under review (previous year-Rs. 1661.34 Lakhs). The depreciation for the year under review amounted to Rs. 151.94 Lakhs as against Rs. 169.41 Lakhs in the corresponding period of the previous year. There was a loss of Rs. 114.92 Lakhs (Before Tax) during the year under review as against a loss of Rs. 427.31 Lakhs (Before Tax) during the previous year. Similarly there was a loss of Rs. 102.52 Lakhs (After Tax) during the year under review as against a loss of Rs. 424.12 Lakhs (After Tax) during the previous year.

Your Company is mainly involved in manufacturing and trading of Wedding Invitation Cards, Greeting Cards, Visiting Cards, Office Envelopes, Cloth-lined Covers, Student Note Books, Account Books, Files, etc. Your Company is also involved in the trading of the items like Screen-Offset Inks. Small players in the market are creating severe competition especially after introduction of Goods and Services Tax Act. The aftermath of the Pandemic COVID19 is drastically affecting the wedding & Greeting cards industry.

A detailed review of operations, performance and future outlook of the Company is contained in the “MANAGEMENT DISCUSSION AND ANALYSIS REPORT” that forms an integral part of this report. (Annexure -1).

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

The paid-up Equity Share Capital of the Company as on March 31, 2024 was Rs. 1630.87 Lakhs. The company has neither issued any shares with differential voting rights nor granted stock options or Sweat Equity.

Pursuant to the provisions of the Companies Act, 2013 and SEBI Guidance note on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the annual performance evaluation of its Board, the directors individually and Committees of the Board, viz. Audit and Nomination and Remuneration Committee has been carried out.

The Board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the Board and Committee.

4. Effective conduct of Board and Committee meetings.

5. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on the following:

1. Attendance at the meetings.

2. Understanding and knowledge of the entity.

3. Maintaining confidentiality of the entity.

4. Maintaining confidentiality of Board discussion.

5. Maintaining independent judgment in the decisions of the Board.

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on company's website and can be accessed at www.oclwed.com

In accordance with Section 152 of the Companies Act, 2013 Mrs. S. Jarina (DIN: 00269434) will retire by rotation at the ensuing Annual General Meeting. She being eligible offers herself for re-appointment. The subject forms part of the Ordinary Business in the Notice of the 32^nd Annual General Meeting.

The following 3 persons were formally noted as the Key Managerial Personnel of the company in compliance with the provisions of Section 203 of the Companies Act, 2013:

1. Mr.N.Mohamed Faizal, Managing Director/Chief Executive Officer

2. Mr.R.Dhanasekaran,Chief Financial Officer

3. Dr.S.Kuppan, Company Secretary & Compliance Officer

There are no changes in the Directors and Key Managerial Personnel by way of appointment, resignation, etc. during the year under report.

The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of Companies Act, 2013 that the Independent Directors of the company meet with the criteria of their Independence laid down in Section 149 (6) of the Companies Act, 2013.

Meeting of Independent Directors was held on 14.02.2024

Disclosure 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:

No employee of the Company was in receipt of remuneration during the financial year 2023-24 in excess of the sum prescribed under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details of number of meetings of Board of Directors are included as a part of Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The Board met six times on 29'" May, 2023; 22"^J July,2023; 14^,h August, 2023; lT November, 2023; 9'" December,2023 and 14'" February, 2024.

Currently the Board has the following Committees: Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Internal Complaints Committee and Whistle Blower Committee.

The Composition & Activities are as follows:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition, Redressal) Act, 2013. No. of complaints received/disposed: Nil

As per Section 177(9) of the Companies Act, 2013 read with relevant Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a vigil mechanism overseen by the Audit Committee. The Policy 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. This has been uploaded in the Company's website. No complaint under this facility was received in the financial year 2023-24. There has been no change to the Whistle Blower Policy adopted by the Company during FY 2023-2024.

The Remuneration Policy of the Company for the managerial personnel is based on the performance potential and performance of the individual/personnel.

Criteria for payment of Remuneration to Non-Executive Directors (Pursuant to Part-D Schedule II (1) of SEBI (LODR) Regulation 2015.

The Non-Executive Directors will be paid sitting fees for attending the Board and Committee Meetings as per the stipulations in the Act, and the Articles of Association of the company and as recommended by the Nomination and Remuneration Committee. Different scales of sitting fee may be fixed for each category of the directors and type of meeting. However, the fees payable to the Independent Directors and Woman Directors shall not be lower than the fee payable to other categories of directors.

In addition to this, the travel and other expenses incurred for attending the meetings are to be met by the Company. Subject to the provisions of the Act and the Articles of Association, the Company in General Meeting may by special resolution sanction and pay to the Directors remuneration not exceeding 1 % of the net profits of the Company computed in accordance with the relevant provisions of the Act. The company shall have no pecuniary relationship or transactions with any Non-Executive Directors.

In accordance with the Nomination and Remuneration Policy salient features of the Nomination and Remuneration Committee are given below:

1. The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director.

2. The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

3. Recommend to the Board appointment and removal of Directors), KMP and Senior Management Personnel.

4. The Board shall carry out evaluation of perfonnance of every Director, Managerial Person, KMP and Senior Management Personnel at regular intervals.

5. The Remuneration, Compensation and commission, etc. to the Managerial Person and KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The Remuneration, Compensation and commission, etc. shall be subject to prior/post approval of the shareholders of the Company and Central Government wherever required.

The Company has Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

The Policy regulates all transactions between the Company and its related parties.

The Policy provides the framework in dealing with Securities of the Company.

M/s. MRC & Associates, Chartered Accountants, Chennai, (FRN:0004005S) have resigned on ll^,h November, 2023 from the post of Statutory Auditor of the company. Hence, for the audit of the accounts of the company for the FY 2023-24, the Board vide its meeting held on 9^lh December, 2023 approved the appointment of M/s. Elias George & Co., Chartered Accountants, Chennai (FRN: 00080IS), as Statutory Auditors of the Company to fill the casual vacancy upon resignation of M/s. MRC & Associates, Chartered Accountants subject to approval of the members at the General Meeting. The shareholders at the Extra-Ordinary General Meeting held on 18^lh January, 2024 approved the appointment of M/s. Elias George & Co., Chartered Accountants, having (FRN: 000801S) Chartered Accountants, for auditing the books of accounts for Financial Year 2023-24.

M/s. Subramanian & Associates, Chartered Accountants (ICAI Firm Registration No. 012360S) were recommended as Statutory Auditors on the expiry of the term of appointment of M/s. Elias George & Co., Chartered Accountants, (FRN: 000801S) for a period of five years

There is no fraud reported in the company during the financial year 2023-24 by the Statutory Auditors. Mr.S. Senthilnathan is the Internal Auditors.

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) amendment rules, 2014, the Company's product does not fall under the purview of Cost Audit.

There has been audit qualification in their report and management's reply is given in Page No. 27 A SECRETARIAL AUDIT:

Pursuant to Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. M. Keerthana, Practicing Company Secretary, M.No.63005 (COPNo.26186) to undertake the Secretarial Audit of the Company for Financial Year 2023-24.

The Secretarial Audit Report was placed before the Board on 14^lh August, 2024. Their observations are shown in the Secretarial Audit Report. (Annexure-II).

In the Independent Auditor's Report it has been mentioned in the Basis for Qualified Opinion That the Company has not submitted Confirmation of Balances of Trade Receivables, Trade Payables, Advance from Customers and Advances to Suppliers. In this regard Independent Auditor's Qualified opinion and Management reply as follows:

The Company has not accepted deposits during the year and there are no public deposits fallen due for payment and claimed but not paid as on 3 T¹ March, 2024. The total amount of deposit outstanding as at 3\"March, 2024 was Nil.

The company has in place the Anti-Sexual Harassment Policy in line with the requirement of the said Act. The matter is reviewed as and when required in the "Intemal Complaints Committee" of the company. The Policy is available on our website: www.oclwed.com

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OFONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: During the year under review there was no instance of one-time settlement with any Bank or Financial Institution

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the operations were observed.

The company did not give any Loan or Guarantee or provided any security or make investment covered under Section 186 of the Companies Act, 2013 during the year.

The requirements of compliance of Corporate Social Responsibility are not applicable to our company.

Particulars of contracts or arrangements with Related Parties referred in Section 188( 1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 (Annexure-IIl).

The Board has carried out the annual performance evaluation of its own performance and the Directors individually after taking into consideration inputs received from the Directors, covering various aspects on the Boards' functioning such as adequacy of the composition of the Board and its Committees, performance of specific duties, obligations and governance.

The Performance evaluation of the Independent Directors was carried out by the entire Board and the Performance evaluation of the Managing Director and the Executive Director was carried out by the Independent directors at their meeting held on 14“' February, 2024.

The Directors expressed their satisfaction with the overall evaluation process.

The explanation on the relationship The remuneration payable to the Key Managerial Personnel between average increase in and the Managing Director(Whole-Time Director) are in remuneration and Company accordance with the Industry and geographical standards, as performance per the remuneration policy of the company and based on their

performance.

Comparison of the remuneration Comparison of the remuneration of the Key Managerial of the key Managerial Personnel Personnel against the performance of the Company in the period against the performance of the under review:

Company Remuneration of KMP as a percentage of Revenue is : 0.87%

Remuneration of KMP as a percentage of PBT: Negative PBT

Unpaid/unclaimed Amount transferred to ‘IEPF' during year. Nil.

The particulars required to be given as per Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed hereto and the same forms part of this Report. (Annexure -IV)

As required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the auditors' certificate on Corporate Governance is enclosed as Annexure-V to the Board's Report. The Auditors'Certificate for fiscal year 2024 does not contain qualification.

To the best of their knowledge and belief, and according to the information and explanations obtained

by them, your Directors make the following statement in terms of Section 134(5) of the Companies Act,

2013.

(a) In preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable Accounting Standards have been followed.

(b) 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 Loss of the Company for that period.

(c) They have taken proper and sufficient care towards 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) They have prepared the annual accounts on a going concern basis.

(e) They have laid down internal financial controls which are adequate and are operating effectively.

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

The Nomination and Remuneration Committee works with the Board on the succession plan and

prepares for the succession in case of any exigencies.

Dues outstanding more than Rs. 1,00,000/- to Small, Medium and Micro Industrial Units:

The Company is in compliance with the Secretarial Standards on meetings of the Board of Directors (SS- 1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

The Company confmns that it has paid the annual listing fees for the year 2023-24 to BSE where shares of the company are listed.

Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by the government of India, Government of Tamil Nadu, Company's Bankers and the shareholders. Your Directors also place on record their appreciation for the continued and dedicated performance and commitment by Officers and staff of the Company.