To the members of

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

Your Directors take pleasure in presenting the 34th Annual Report of your Company along with the Audited Financial Statements for the financial year ended 31st March 2023.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and Analysis Report as required to be given under the provision of SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015 [herein after referred as SEBI (LODR), Regulations, 2015] has been given in a separate statement which forms part of this report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS: There were no material changes or 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 statements relate and the date of this report.

SHARE CAPITAL: The paid up Equity Share Capital as on 31st March, 2023 is 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.

DIVIDEND: In the view of strengthening the financial position of the Company, the directors have decided to plough back the profits into the business. Hence Directors do not recommend any dividend for the financial year ended 31st March, 2023.

NUMBER OF BOARD MEETINGS: The Board of Directors met eight (08) times in the Financial Year 2022-2023. The dates of the board meeting held during the year are 25th April, 2022, 30th May, 2022, 12th August, 2022, 19th September, 2022, 28th September, 2022, 11th November, 2022, 23rd December, 2022 and 14th February, 2023

DIRECTORS AND KEY MANAGERIAL PERSONNEL: In accordance with the provision of Section 152 (6) of the Act, and the Articles of Association (AOA) of the Company, Ms. Anisha Parmar, Director is liable to retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible offer herself for reappointment. The board recommends her re-appointment.

Mr. Bhushan Arun Patil has been recommended by the Nomination & Remuneration Committee of the Board & Board to be appointed as an Non- Executive & Non Independent Director of the Company in the ensuing Annual General Meeting of the Company

DECLARATION BY INDEPENDENT DIRECTORS: 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.

COMPOSITION OF AUDIT COMMITTEE: The Constitution of Audit Committee as on 31st March, 2023 is given below:

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS: The Company has complied the applicable provisions of Secretarial Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act during the year under Report.

REMUNERATION POLICY: The Nomination & Remuneration Committee has adopted a charter which, inter alia deals with the manner of selection of Directors and Chief Executive Officer ("CEO") & Managing Director/ Whole Time Director and their remuneration. The policy is accordingly derived from the said charter. The policy forms part of this report and the policy is annexed herewith as "Annexure-I"

VIGIL MECHANISM: 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.

http://olympiaindustriesltd.com/img/investor-relations/policies/vigil-mechanism-whistle-blower-policy.pdf

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

(i) that in the preparation of the annual financial statements for the year ended 31st March, 2023, the applicable accounting standards and Schedule III of the Act have been followed and there are no material departures from the same;

(ii) the directors 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 as at 31st March, 2023 and of the profit the Company for the year ended on that date;

(iii) that proper and sufficient care has been taken 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;

(iv) that the annual financial statements have been prepared on a going concern basis;

(v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

ANNUAL RETURN: The Annual Return (Draft Form No. MGT-7) 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, 202 is available on the Company's website and can be accessed at www.olympiaindustrieslimited.com in the path as follows:

Investor Relations^ Financial ^ Annual Return ^ Draft Form MGT-7(F.Y. 2022-23)

Final Signed Form No. MGT-7 will also be made available after the Annual General Meeting & within the time prescribed for filing the same with the Registrar of Companies, Mumbai.

Statutory Auditor: M/s. R. A. Kuvadia & Co., Chartered Accountants (Firm Registration No. 105487W) of the Company were appointed as Statutory Auditors of the Company at the 33rd Annual General Meeting held on 21st September, 2022, for a term of five consecutive years.

The report of the Statutory Auditor forms part of this Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Frauds Reported by Auditors: The Auditor had not reported any fraud during the Financial Year under Report.

Internal Auditors: Pursuant to provisions of Section 138 of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 the Company had appointed V.A. Shimpi & Associates a firm of Chartered Accountants in practice as Internal Auditors of the Company for the Financial Year 2022-2023.

Secretarial Auditor: Pursuant to provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s V.K. Mandawaria & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year under review. The Secretarial Audit Report is annexed herewith as "Annexure- ll"

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION: Since the Company did not carry out any manufacturing activity during the year under the report, the details as required by the Companies (Accounts) Rules, 2014 with respect to consumption of Power, Technology Absorption etc. are not applicable to the Company.

foreign exchange earnings and outgo: Following are the details of Foreign Exchange Earnings and Outgo.

("Rs. in Lakhs")

FIXED DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and as amended from time to time.

significant and material orders passed by the regulators: There were no such orders passed by the regulators or courts or Tribunals impacting the going concern status and the Company's operations in future.

internal control system & adequacy: 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.

RISK MANAGEMENT: 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.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS: The Company has not given loans, guarantees and made investments pursuant to the provisions of Section 186 of the Act during the Financial Year under Report.

SUBSIDIARY COMPANIES: The Company does not have any subsidiary.

RELATED PARTY TRANSACTIONS: 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-lll". All related party transactions were placed for approval before the audit committee and also before the board wherever necessary in compliance with the provisions of the Act.

CORPORATE SOCIAL RESPONSIBILITY ("CSR"): The Corporate Social Responsibility provisions were applicable first to the Company in the Financial Year 2017-2018. The provisions of CSR triggered in the year 2017-2018 due to the net profit of the Company for FY 2016-2017 was more than 5 Crores amounting Rs. 645.61 Lakhs and hence CSR Committee was formed for incurring CSR Expenditure as per the provisions of Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014.

As per The Companies (Corporate Social responsibility) Rules, 2014, the Company which ceases to be a Company covered under the eligibility criteria of this section of the Act for three consecutive financial years shall not be required to comply with the provisions of the Act, till the Company again falls in the eligibility criteria of CSR.

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 net profits of more than 5 Crores nor any other criteria such as 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 2022-2023. Hence, CSR provisions were not applicable for the FY 2022-2023 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 http://olympiaindustriesltd.com/img/investor-relations/policies/csr-policy- oil.pdf

PERFORMANCE EVALUATION: 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.

LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the years 2022-2023 & 20232024 to Bombay Stock Exchange ("BSE") where the Company's Shares are listed.

corporate governance: Corporate Governance is not applicable to the Company pursuant to the provisions of Regulation 27(2) of SEBI (LODR) Regulation, 2015.

independent directors meeting: During the year under review, The Independent Directors met on 11th November, 2022 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.

All the Independent Directors were present at the meeting.

particulars of employees: 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 employee remuneration 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 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.

and redressal) act, 2013The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. Company has a well formulated Policy on Prevention & Redressal of Sexual Harassment and has formed Internal Complaints Committee for prevention and prohibition of sexual harassment and redressal against complaints of sexual harassment of working women at workplace as per Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 read with Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Rules, 2013.The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the year 2022-2023:

• No. of complaints received- Nil

• No. of complaints disposed off - Nil

PREVENTION OF INSIDER TRADING ("PIT"): The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code.

ACKNOWLEDGEMENTS: Your Directors wish to place on record their appreciation and gratitude to its esteem Shareholders, Bank and various other Government Departments, business associates and other stakeholders for their continued support. Your Directors also place on record, their deep sense of appreciation for the dedicated services rendered by all the executives and staff at all level of the Company throughout the year.