To the Members,

Your Directors present the Thirty Third Annual Report and Audited Statement of Accounts of the Company for the year ended 31^st March, 2025.

PERFORMANCE AT A GLANCE:

Rs. in Lakhs)

In view of absence of Profit in the Financial year 2024-25, the Board of Directors has not recommended Dividend for the financial year 2024-25(Previous Year - Nil).

The total Reserves and Surplus as on March 31, 2025 is '(1499.37)Lakhs. (Previous Year: '(1060.31) Lakhs. Transfer to Reserve for the year is NIL.

There was a gross income of ' 963.27 Lakhs during the year under review (previous year- ' 1703.12 Lakhs). The depreciation for the year under review amounted to ' 132.03 Lakhs as against ' 151.94 Lakhs in the corresponding period of the previous year. Loss Before Tax was ' 449.41 Lakhs during the year under review as against loss Before Tax of ' 114.92 Lakhs during the previous year. Similarly there was a loss of' 439.06 Lakhs (After Tax) during the year under review as against a loss of ' 102.52 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 Notebooks, Account Books, Files, etc. Your Company is also involved in the trading of the items like Screen-Offset Inks. Small players in the nearby location where your company is situated are creating severe competition due to their less overheads and less taxes due to their small volume of business. The business of wedding and greeting cards Industry is drastically affected due to electronic means of invitations for all sorts of functions and occasions.

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).

MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:

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.

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 ofthe 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 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 Director(s), KMP and Senior Management Personnel.

4. The Board shall carry out evaluation of performance 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.

The term of the appointment of M/s. Elias George & Co., Chartered Accountants, having (FRN: 000801S) Chartered Accountants who was appointed till the conclusion of the Annual General Meeting 2024 for auditing the books of accounts has ended on the date of the Annual General Meeting. M/s. Subramanian & Associates, Chartered Accountants (ICAI Firm Registration No. 012360S) were appointed for a period of five years in the AGM of 2024 as the Statutory Auditors on the expiry of the term of appointment of M/s. Elias George & Co., Chartered Accountants, (FRN: 000801S)

AUDIT QUALIFICATIONS AND IMPACT - REPLY BY MANAGEMENT:

Modified Opinion(s) in the Audit Report: modified opinion by the auditors. There have been audit qualifications on the financial statements of the Company. Management's replies provided in the Directors' Report.

Mr. S. Senthilnathan is the Internal Auditors of the Company.

COST AUDIT

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.

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 (COP No.26186) to undertake the Secretarial Audit ofthe Company for Financial Year 2024-25.

The Secretarial Audit Report was placed before the Board and their observations are shown in the Secretarial Audit Report. (Annexure-II).

PUBLIC DEPOSITS

The Company has not accepted deposits during the year and therefore no public deposits fallen due for payment and claimed but not paid as on 31^st March, 2025. The total amount of deposit outstanding as at 31^st March, 2025 was Nil.

Annexure

Statement of Impact of Audit Qualifications for the Financial Year ended March 31,2025

(See Regulation 33 of the SEBI (LODR)Regulations, 2015)

Any other financial item(s) (as felt appropriate by the 8 Management)

II Audit Qualification (each audit qualification separately)

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.

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 ofthe 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-III).

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^th February, 2025.

The Directors expressed their satisfaction with the overall evaluation process. RATIO OF REMUNERATION TO EACH DIRECTOR:

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

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

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

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 -V)

REPORT ON CORPORATE GOVERNANCE

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-VI to the Board's Report. The Auditors' Certificate for the financial year 2024-25 has qualified opinion and details are given in the Secretarial Audit Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

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. The Directors confirm that

(a) In preparation of the annual accounts for the Financial Year ended March 31, 2025, 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.

SUCCESSION PLANNING:

The Nomination and Remuneration Committee works with the Board on the succession plan and prepares for the succession in case of any exigencies.

NAMES OF TOP 10 EMPLOYEES OF THE EMPLOYEES IN TERMS OF REMUNERATION DRAWN (OTHER THAN KEY MANAGERIAL EMPLOYEES):

DUES TO SMALL, MEDIUM & MICRO ENTERPRISES:

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

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on meetings of the Board of Directors (SS-1), General Meetings (SS-2), Dividend (SS-3) and Report of Board of Directors (SS-4) issued by the Institute of Company Secretaries of India and approved by the Central Government.

LISTING FEES:

The Company confirms that it has paid the annual listing feesfor the year 2024-25 to BSE where shares of the company are listed.

ACKNOWLEDGEMENTS:

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.

For and on behalf of the Board