Your Directors’ are pleased to present the 34^th Annual Report on the Company’s business and
operations of One Global Service Provider Limited (“the Company”), along with the Audited
Financial Statements for the Financial Year (“FY”) ended 31^st March, 2026.

1. FINANCIAL HIGHLIGHTS:

The summary of the Company’s financial performance for the year under review along with previous
year figures are given under: - _

The total revenue for the financial year under review is Rs. 49,881.06 as compared to revenue of Rs.
14,704.17 in previous year. The Company has reported Profit of Rs. 6,6950.42 (In lakhs) during the
year as compared to profit of Rs. 1,846.66 (In lakhs) in the previous year.

2. OPERATIONS AND OVERVIEW OF FINANCIAL PERFORMANCE:

The Company is in the business of Healthcare Services and IT & Software Solutions.

The Company continued to carry on its business activities during the financial year ended 31st
March, 2026, in accordance with its objects and applicable regulatory framework. During the year
under review, the Company remained focused on strengthening its core business operations,
maintaining prudent financial and operational practices and ensuring compliance with the
applicable statutory and regulatory requirements.

The management continued to monitor the prevailing business and economic environment and took
appropriate measures to support sustainable growth and operational efficiency. The Company

remains committed to maintaining sound corporate governance practices, prudent risk management
and responsible business conduct while pursuing its business objectives.

The Audited Financial Statements of your Company as on 31^st March, 2026, are prepared in
accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) ,
Regulations, 2015 (“SEBI Listing Regulations”) and as per the provisions of the Companies Act,
2013 (‘the Act’) read together with the Companies (Indian Accounting Standards) Rules, 2015, as ^
amended from time to time, other relevant provisions of the Act on an accrual basis.

3. RETURN TO SHAREHOLDERS:

Your Board of Directors recommend the payment of Final dividend of Re. 1/- (Rupee One only) for
each fully-paid up equity share of Rs. 10/- each (Rupee Ten Only) (i.e., 10%). This will be paid subject ^t==_
to the Shareholders approval at the ensuing 34^th (Forty Nineth) Annual General Meeting (“AGM”) of
the Company. ''

The final dividend shall be paid within a period of 30 (Thirty) days from the date of the 34^th AGM. In
view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid
or distributed by the Company shall be taxable in the hands of the Members. Your Company shall,
accordingly, make the payment of the Final Dividend after deduction of tax at source.

4. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to General Reserves for the FY 2025-26.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in nature of the business of the Company during the FY under review.

6. SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES:

During the year under review, the Company does not have any subsidiary, joint venture and
associate.

Pursuant to that, the provisions of Section 129(3) of the Companies Act, 2013, a statement
containing the salient features of financial statements of the Company’s Associate in Form AOC -1
is not applicable.

7. SHARE CAPITAL, DEBT STRTUCTURE AND ITS LISTING:

i. Authorised Share Capital:

During the year under review, there was no change in the authorised share capital of the
Company.

ii. Issue of equity shares with differential rights:

Your Company does not have any equity shares with differential rights and hence no
disclosures is required to be given under Rule 4(4) of the Companies (Share Capital and
Debentures) Rules, 2014.

iii. Issue of Sweat Equity Shares:

During the year under review, your Company has not issued any sweat equity share and
hence no disclosures is required to be given under Rule 8(13) of the Companies (Share Capital
and Debentures) Rules, 2014.

iv. Issue of Employee Stock Options:

During the year under review, your Company has not issued any Employee Stock Options
and hence no disclosures is required to be given SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, and Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014.

v. Issue of Debentures:

During the year under review, your Company has not issued/ allotted any debentures.

vi. Issue of Convertible Securities:

During the year under review, your Company has not issued/ allotted any convertible
securities.

8. DEPOSITS:

During the year under review, your Company has neither accepted nor renewed deposits from the
public falling within the ambit of Section 73 and 74 of the Act, read together with the Companies
(Acceptance of Deposits) Rules, 2014. Further, no amount on account of principal or interest on
deposit was outstanding as at the end of the year under report.

The requisite return for the FY 2025-26 with respect to the amount(s) not considered as deposits
has been filed with the Ministry of Corporate Affairs. The Company does not have any unclaimed
deposits as on the date of this report.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company actively strives to adopt best practices to ensure the effective functioning of the
Board. It emphasises the importance of having a truly diverse Board whose collective wisdom and
strength can be leveraged to create greater stakeholder value, protect their interests, and uphold
better corporate governance standards. Your Company’s Board comprises of eminent professionals
with proven competence and integrity. They bring in vast experience & expertise, strategic guidance
and strong leadership qualities

Your Company’s Board comprises a mix of executive and non-executive directors with considerable
experience and expertise across a wide range of fields such as finance, Legal / Corporate law,
Corporate Governance, Technology, Business Development and Stakeholder Engagement & Industry
advocacy. The details of the directors and their meetings held during the FY under review is given in
the Corporate Governance section, forming part of this Annual Report.

a) Change in Directors during the year and till the date of this report:

The Board of Directors, based on the recommendation of Nomination and Remuneration Committee
at its meeting held on 11^th December, 2025, proposed the appointment of Mr. Harshal Dubli (DIN:
01782171) as an Additional Executive Director of the Company w.e.f 11^th December, 2025.

b) Cessation:

Mr. Harshal Dubli (DIN: 01782171), as Additional Executive Director of the Company has resigned
w.e.f 4^th February, 2026. The Board places on record its sincere appreciation for his hard work
during his stint in the Company.

c) Retire by Rotation:

In accordance with the provisions of Section 152 of the Act, Mr. Sanjay Upadhaya (DIN: 07497306),
Chairman & Managing Director of the Company, is liable to retire by rotation at the ensuing AGM,
and being eligible has offered himself for re-appointment, as a Chairman & Managing Director of the
Company, liable to retire by rotation.

A brief profile of the Director proposed to be re-appointed is provided in the Notes to the Notice of
the ensuing Annual General Meeting.

d) Key Managerial Personnel’s (KMP):

In terms of Sections 203 and 2(51) of the Act, below mentioned personnel(s) were designated as the
KMPs of the Company for the FY 2025-26:

• Mr. Sanjay Upadhaya, Chairman & Managing Director ''

• Mr. Niraj Chordia, Chief Financial Officer* ¹

• Ms. Megha Chitre, Company Secretary & Compliance Officer

*Appointment of Mr. Niraj Chordia, as the Chief Financial Officer of the Company w.e.f 14^th August, 2026.

e) Nomination & Remuneration Policy:

The Company has devised a policy on directors’ appointment and remuneration including criteria
for deeming qualifications, independence of director and other matter provided under sub-section
(3) of Section 178 of the Act. Such Nomination & Remuneration policy devised by the company can
be accessed on the website of the company athttps: / /www. 1gsp.in/policies

f) Declaration by Independent Directors:

The Independent Directors have given a declaration that they meet the criteria of independence as
provided under Section 149(6) of the Act and the SEBI Listing Regulations, at the beginning of the
year and that there is no change in the circumstances as on the date of this report which may affect
their status as an Independent Director of your Company.

None of the Directors of your Company are disqualified from being appointed as Directors as
specified under Section 164(1) and Section 164(2) of the Act read with Rule 14(1) of the Companies
(Appointment and Qualifications of Directors), Rules, 2014 or are debarred or disqualified by the _
SEBI, MCA or any other such statutory authority.

The Company has obtained a certificate from M/s. M K Samdani & Co., Company Secretaries, that ''
none of the directors on the Board of the Company has been debarred or disqualified from being
appointed or continuing as directors of companies by the Securities and Exchange Board of India
(the “SEBI”)/Ministry of Corporate Affairs (the “MCA”) or any such statutory authorities as on 31^st ~
March, 2026. A copy of the said certificate is attached to the Corporate Governance Report, which
is annexed hereto and forms part of this Report.

g) Board Evaluation:

Pursuant to the provisions of the Act and Regulation 17 of the SEBI Listing Regulations, the Board
carried out the annual evaluation of its own as well as performance of that of its committees. The
Board also carried out performance evaluation of all the individual directors. Additionally, the
Nomination and Remuneration Committee of the Board also carried out the evaluation of the
performance of the individual directors. The performance evaluation was carried out by the way of
obtaining feedback from the directors through a structured questionnaire prepared in accordance
with the Board Evaluation Policy.

The evaluation process focused on various aspects of the Board and Committees’ functioning
including their composition, experience, competencies, performance of specific duties, obligations,
monitoring of corporate governance practices, participation in the long-term strategic planning,
attendance and contribution of individual directors and exercise independent judgement, including
but not limited to, active participation at the Board and Committee meetings.

The Independent Directors, at their separate meeting, reviewed the performance of the Non¬
Independent Directors, the Chairman and the Board as a whole, taking into account the views of the
Executive and Non-Executive Directors. Further, the Nomination and Remuneration Committee
reviewed the performance evaluation outcome of the Board, Committees and individual Directors.
Thereafter, the Board reviewed and discussed the evaluation outcome and noted the suggestions for
further strengthening the overall effectiveness of the Board and its Committees.

h) Familiarisation Programme for Independent Directors:

The Company has familiarised its independent Directors to provide insights into the Company and
to enable them to understand the Company’s business in depth, to familiarise them with the
processes and functionaries of the Company to assist them in understanding their roles and
responsibilities. Further, the Independent Directors are provided with opportunity to interact with
the Management of the Company and help them to understand the Company’s strategy, their roles,
rights, responsibilities in the Company, nature of the industry in which the Company operates,
business model of the company and such other areas as may arise from time to time through various
programmes.

The said program was conducted for the familiarisation of Independent directors. The details of the
same can found on the website of the Company athttps: //www. 1gsp.in/policies

i) Number of meetings of the Board:

The Board meetings are convened regularly to review and determine the Company’s business plans
and strategies, alongside other key governance matters. It maintains robust operational oversight
with quarterly meetings featuring comprehensive presentations. Board and Committee meetings are
scheduled in advance and a tentative annual calendar is shared with Directors well ahead of time,
enabling them to plan their schedules effectively and participate meaningfully in discussions. Only
in case of special and urgent business matters, if the need arises, Board’s or Committee’s approval
is taken by passing resolutions through circulation or by calling the Board/Committee meetings at
a shorter notice, in accordance with the applicable law.

The agenda for the Board and Committee meetings includes detailed notes on the items to be
discussed to enable the Directors to make an informed decision.

The Board met 8 (Eight) times during the FY 2025-26, the details of which are given in the Corporate
Governance section, forming part of this Annual Report. The maximum interval between any two
meetings did not exceed 120 days, as prescribed in the Act and the SEBI Listing Regulations.

j) Committees of the Board:

The Company has various Committees which have been constituted as a part of good corporate ___
governance practices and the same are in compliance with the requirements of the relevant
provisions of applicable laws and statutes.

Details of the following Committees constituted by the Board along with their composition, powers,
roles, terms of reference, meetings held during the year and attendance of the Directors at such
Meetings are provided in the Report on Corporate Governance which forms a part of this Annual
Report:

10. CORPORATE GOVERNANCE:

Since its inception, the Company has upheld the highest standards of corporate governance set out
by the SEBI. We demonstrate an unwavering commitment to transparency, integrity, and ethical
conduct in all our business transactions.

The Company is committed to transparency in all its transactions and places high emphasis on the
business ethics.

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral
part of this report. The requisite certificate from M/s. M K Samdani & Co., Company Secretaries, _
Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance
as stipulated under Regulation 27 of the Listing Regulations is included as a part of this report.

11. AUDITORS AND AUDIT REPORT:a) Statutory Auditors:

The Members of the Company, at the 29th Annual General Meeting (“AGM”) held on 30th September,
2021, had approved the appointment of M/s. SDPM & Co., Chartered Accountants, as the Statutory
Auditors of the Company for a term of 5 (five) consecutive years, commencing from the conclusion
of the 29th AGM until the conclusion of the 34th AGM. Accordingly, their first term of office as
Statutory Auditors of the Company is due to expire at the conclusion of the ensuing 34th AGM.

Upon completion of their first term, the Audit Committee, at its meeting held on 3rd September,
2026, evaluated the performance and suitability of M/s. SDPM & Co., Chartered Accountants, for
their re-appointment, taking into consideration, inter alia, their professional qualifications,
experience, expertise, resources, reputation, independence, track record and overall suitability.
Based on such evaluation, the Audit Committee recommended their re-appointment as the Statutory
Auditors of the Company for a further term of 5 (five) consecutive years.

The Board of Directors, at its meeting held on 3rd September, 2026, after considering the
recommendation of the Audit Committee, approved and recommended to the Members the re¬
appointment of M/s. SDPM & Co., Chartered Accountants, as the Statutory Auditors of the Company
for a second term of 5 (five) consecutive years, commencing from the conclusion of the 34th AGM
until the conclusion of the 39th AGM, subject to the approval of the Members.

M/s. SDPM & Co., Chartered Accountants, have furnished their consent to act as Statutory Auditors ^—”
of the Company and have confirmed that their re-appointment, if approved, shall be in accordance
with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. They
have further confirmed that they satisfy the prescribed eligibility, qualification and independence
criteria and are not disqualified from being re-appointed as Statutory Auditors of the Company.

Accordingly, the Board recommends the re-appointment of M/s. SDPM & Co., Chartered
Accountants, as Statutory Auditors of the Company for a second term of 5 (five) consecutive years,
commencing from the conclusion of the 34^th AGM until the conclusion of the 39^th AGM, for approval
of the Members at the ensuing AGM.

Auditors Report:

The Auditor’s Report on the financial statements of the Company for the year ended 31st March,
2026, forms part of this Annual Report. The said report was issued by M/s. SDPM & Co., Chartered
Accountants, with an unmodified opinion and does not contain any qualifications, reservations or
adverse remarks. Auditor’s Report is self-explanatory and therefore, does not require further
comments and explanation. The Audit Committee reviews the independence and objectivity of the
Auditors and the effectiveness of the Audit process. Further, M/s. SDPM & Co., Chartered
Accountants, holds a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.

Total fees for all services paid by the Company to the Auditors during the FY 2025-26 is Rs. 3.00
(Amt. in Lakhs)

b) Internal Auditors:

During the year under review, the Company has appointed M/s. Rushil Shah & Co; as the Internal
Auditors of the Company for the FY 2026-27 in accordance with the applicable provisions of the
Act.

The Board accepted and took on record resignation of M/s. Rushil Soni & Co; Chartered
Accountants from the position of Internal Auditors of the Company w.e.f. 14^th August, 2026 on
account of professional preoccupations. The Board also placed on record it’s appreciation for the
valuable contribution made by M/s. Rushil Soni & Co., Chartered Accountants during their tenure
as an Internal Auditor of the Company.

c) Secretarial Auditors:

Pursuant to SEBI notification dated December 12, 2024, introducing the SEBI (Listing Obligations
and Disclosure Requirements) (Third Amendment) Regulations, 2024, and basis the
recommendation of the Audit Committee and the Board of Directors of the Company and the
shareholders had at the 33^rd AGM of the Company, approved the appointment of Peer Reviewed
Firm, M/s. M K Samdani & Co., Company Secretaries, Practicing Company Secretaries (COP
Number: 21853, ACS Number: 41630) , as the Secretarial Auditor of the Company, to undertake
the Secretarial Audit of the Company, for a term of 5 (five) consecutive years commencing from the
FY 2025-26 till FY 2029-30 at such fees, excluding taxes and out-of pocket expenses) for the FY
2025-26, as mutually agreed upon between the Board of Directors and Secretarial Auditors.

The Secretarial Audit Report, annexed as Annexure VI, contain observation or qualification
requiring explanation or comments from the Board.

Observation: Delay in Submission of Integrated Filing (Governance) for 31^st March 2025. The report
was not submitted within the requisite time frame as mandated.

Management Response: The company has made the default good and paid the fine amount for the
quarter ended 31^st March, 2025.

Annual Secretarial Compliance Report:

In compliance with Regulation 24A of the SEBI Listing Regulations, your Company had filed its
Annual Secretarial Compliance Report for FY 2025-26 to the Stock Exchanges on 25^th May, 2026
within the prescribed time limits. Your Company has also complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.

The Company does not have any material subsidiaries, therefore, the provisions of Regulation 24A
of the Listing Regulations pertaining to secretarial audit is not applicable with respect to the
subsidiaries of the Company.

d) Cost Auditors:

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014,
your Company is required to maintain cost records as specified by the Central Government.
Accordingly, your Company has maintained cost accounts and records in the prescribed manner.
The records maintained by your Company under Section 148 of the Act are required to be audited
by the Cost Accountant.

Your Company had appointed M/s. J.H. Survase & Co., Cost Accountants (Firm Registration
Number: 001300), as the Cost Auditors of the Company for auditing cost accounting records for
the FY 2025-26. The Cost Audit Report for the FY 2025-26 is free from any disqualifications as
specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act.

Based on the recommendation of the Audit Committee, the Board appointed M/s. J.H. Survase &
Co., Cost Accountants (Firm Registration Number: 001300), as the Cost Auditors to conduct audit
of the cost records of your Company for the FY 2026-27 at a remuneration of Rs.1,60,000/-
(excluding applicable taxes and out-of- pocket expenses). Your Company has received a certificate
from M/s. J.H. Survase & Co., confirming their independent status and providing their consent
that they are not disqualified from being appointed as the Cost Auditors of the Company.

In terms of the provision of Section 148 of the Act read with Rule 14 of the Companies (Audit and
Auditors), Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by
the Members. Accordingly, an ordinary resolution, for ratification of remuneration payable to the
Cost Auditor for the FY 2026-27, forms part of the Notice of the 34^th ensuing AGM.

Brief Profile:

M/s. J.H. Survase & Co., Cost Accountants, was established in 2017 to provide various
professional services. We have a mixture of industry exposure in Engineering, Textiles, Electricity,
Foundry, Auto Components, Dairy, Sugar, and Chemicals, etc.

Our core competencies are Cost Audits and Cost Accounting Records Compliance, Internal Audits,
GST Audit, Stock Audit, GST Compliance, Income Tax Consultancy, Consultancy in Goods and
Services Tax and Management Consultancy, which includes Techno Economic Viability Reports,
Product Costing, Cost Benefit Analysis, Cost Control & Cost Reduction Techniques, Financial
Management.

J.H. Survase & Co. is a proprietorship firm having adequately qualified and semi-qualified
associated staff. We have conducted more than 50 Cost Audits. Also, we have provided cost
management consultancy services to various Industries, especially the engineering industry.

e) Details in respect of frauds reported by auditors other than those which are reportable
to the Central Government:

During the year under review, neither the Statutory Auditors, the Internal Auditors, the Cost
Auditors nor the Secretarial Auditors have reported to the Audit Committee or the Board, under
Section 143(12) of the Act, any instances of fraud committed against the Company by its officers
or employees, and therefore disclosure of details under Section 134(3)(ca) of the Act is not
applicable

12. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN (“POSH”) AT
WORKPLACE:

Your Company has zero tolerance for sexual harassment at workplace. Your 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 (“POSH Act”), and the Rules framed thereunder. All employees (permanent,

contractual, temporary, trainees) are covered under this policy. The policy is gender inclusive, and
the framework ensures complete anonymity and confidentiality.

Your Company has constituted Internal Complaints Committee (ICC) to redress and resolve any
complaints arising under the POSH Act. The ICC comprises of internal as well external members.
The Policy on POSH at Workplace is hosted on the Website of the Company at
https: / /www. 1gsp.in/policies

During the financial year 2025-2026, the Company has not received any complaints on sexual
harassment and no complaints remain pending as of 31^st March, 2026.

13. SECRETARIAL STANDARS:

The Company has complied with the applicable provisions of Secretarial Standards issued by the
Institute of Company Secretaries of India and as notified by the MCA.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE
EARNINGS AND OUTGO:

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,
Technology Absorption, Foreign Exchange Earnings and Outgo etc. are furnished in Annexure II, ^
which forms part of this Report. ____

15. PARTICULARS OF REMUNERATION:

The details with regard to payment of remuneration to Director and Key Managerial Personnel
pursuant to Section 197(12) of Companies Act, 2013 is provided in separate annexure to the Report
as “Annexure-In”, which forms part of this Report.

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the ^—
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. ''

16. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return as on 31^st March, 2026 in Form
No. MGT-7, is available on the Company’s website and can be accessed at
https: / /www. 1gsp.in/reports

The Annual Return will be filed with the Registrar of Companies within the timelines prescribed
under the Act. , _ .

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies
(Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any
amendment thereto or re-enactment thereof for the time being in force), Loans, guarantees and ,
investments covered under Section 186 of the Companies Act, 2013 form part of Financial
Statements provided in this Annual Report.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The MDA Report on the operation of the Company as required under the SEBI Listing Regulations,
is presented in a separate Section and forms part of this Annual Report.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions were placed before the Audit Committee for its review on a quarterly
basis. An omnibus approval of the Audit Committee had been obtained for the related party
transactions which were repetitive in nature. ''

All related party transactions that were entered into during the financial year were on an arm’s
length basis and were in the ordinary course of business. There are no materially significant related
party transactions made by the Company and thus disclosure in Form AOC-2 is not required.

The Board has formulated Policy on Related Party Transactions, pursuant to the applicable
provisions of the Act and the Listing Regulations and the same is displayed on the Company’s website
athttps: / /www.1gsp.in/policies

Further, the details of the transactions with related parties are provided in the accompanying
financial statements in Note No:3.6.

20. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

Internal Financial Controls are an integrated part of the risk management process, addressing
financial and financial reporting risks. The internal financial controls have been documented,
digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management
reviews, control self- assessment, continuous monitoring by functional experts as well as testing of
the internal financial control systems by the internal auditors during the course of their audits.

We believe that these systems provide reasonable assurance that our internal financial controls are
designed effectively and are operating as intended.

21. INTERNAL CONTROL SYSTEM:

The Company has an internal control system, commensurate with the size, scale and complexity of
its operations. This ensures that all transactions are authorized, recorded and reported correctly, _
and assets are safeguarded and protected against loss from unauthorized use or disposition. The
Company has adequate internal controls for its business processes across departments to ensure
efficient operations, compliance with internal policies, applicable laws and regulations, protection of
resources and assets and appropriate reporting of financial transactions.

The Company has Internal Audit function which is empowered to examine the adequacy and
compliance with policies, plans and statutory requirements.

It comprises of experienced professionals who conduct regular audits across the Company’s
operations. The Company has also appointed Mr. Rushil Soni proprietor of M/s Rushil Soni & Co.,
Chartered Accountants as Internal Auditors, who reviews the various functions of the Company
thoroughly and report to the Audit Committee. During the year under review, the Risk Management
Committee of the Company had reviewed the new requirement of Internal Control over Financial
Reporting (“ICOFR”) and finalized the detailed analysis of key processes, and these were presented
for review by the Statutory Auditors. The control mechanism and the process of testing of controls
were discussed with the Statutory Auditors.

The Statutory Auditors have submitted their report on the Internal Financial Controls which forms
an integral part of this Report.

The adequacy of the same has been reported by the Statutory Auditors of your Company in their
report as required under the Companies (Auditor''s Report) Order, 2003.

22. RISK MANAGEMENT:

According to the Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements), 2015,
a Risk Management Committee is to be formed by the top 1000 listed Companies based on market
capitalization. However, One Global Service Provider Limited does not fall under the threshold. But
the Board has opted voluntarily to form the Committee in order to cover the short-comings and
secure the position of the Company. The details of the Committee are disclosed herewith.

With a view to control various risks associated with, market fluctuations, change in government
policies etc., a policy to identify, prevent and hedge uncertain risks & losses have been formulated;
effective means of identifying, measuring and monitoring credit exposures incurred by the Company
were also formulated. The Risk Management Committee was formed to formulate & supervise the
implementation of this policy, to develop effective surveillance techniques, monitor the external
Business environment etc.

The Company has a robust Policy to identify, evaluate business risks and opportunities. This
strategy seeks to create transparency, minimize adverse impact on the business objectives and
enhance the Company’s competitive advantage and helps in identifying risks trend, exposure and
potential impact analysis at a Company level as also separately for different business segments.

23. INSURANCE:

The assets and properties of your Company are adequately insured against all standard risks.
Additionally, suitable insurance covers are in place to protect against key operational and business
liabilities.

24. CORPORATE SOCIAL RESPONSIBILITY:

The Company’s CSR initiatives and activities are aligned to the requirements of Section 135 of the
Act.

A brief outline of the CSR policy and the initiatives undertaken by the Company on CSR activities
during the year under review are set out in Annexure -I of this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the
Company’s website athttps: / /www. 1gsp.in/policies

For other details regarding the CSR Committee, please refer to the Corporate Governance Report,
which forms part of this report.

25. POLICIES:

The Listing Regulations mandated the formulation of certain policies for all listed companies. All
such policies which are applicable to the Company are available on our website 5
https: / /www. 1gsp.in/policies. The policies are reviewed by the Board and updated based on need
and new compliance requirements.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work environment.
The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism
in accordance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or
violation of the Company’s code of conduct. The said Mechanism is established for directors and
employees to report their concerns. The policy provides the procedure and other details required to
be known for the purpose of reporting such grievances or concerns.

The policy is available on the following web-link of the Company athttps: //www.1gsp.in/policies

27. COMPLIANCE ON MATERNITY BENEFIT ACT, 1961:

Your Company has complied with the applicable provisions of Maternity Act, 1961 for female
employees with respect to leaves and maternity benefits thereunder.

28. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and
Senior Management. All the Board Members and Senior Management personnel have affirmed
compliance with the code of conduct.

29. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to new
SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition & Insider Trading)
Regulation 1992 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 Board is responsible for implementation of the
Code. All Directors and the designated employees have confirmed compliance with the Code.

30. ENVIRONMENT, HEALTH AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The
Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all
concerned, compliances of environmental regulations and preservation of natural resources.

31. INFORMATION TECHNOLOGY GOVERNANCE & CYBER SECURITY:

The Company recognizes the importance of robust Information Technology (IT) governance and cyber
security in ensuring the confidentiality, integrity, availability and resilience of its information
systems and digital operations. The Company has established appropriate IT governance
frameworks, policies, processes and controls aligned with applicable regulatory requirements and
industry practices.

The Company continues to strengthen its IT infrastructure and information security framework to
address evolving technology and cyber security risks. Appropriate controls are implemented for
access management, data protection, network security, system monitoring, vulnerability
management, incident response, backup and recovery, and business continuity.

The Company maintains mechanisms for timely identification, reporting, escalation and
management of information security incidents. Business continuity and disaster recovery
arrangements are periodically reviewed and tested to support the resilience and continuity of critical
operations.

In view of the increased cyberattack scenarios, the cyber security maturity is reviewed periodically
and the processes, technology controls are being enhanced in-line with the threat scenarios.
Company’s technology environment is enabled with real time security monitoring with requisite
controls at various layers starting from end user machines to network, application and the data.
During the financial year under review, no such incidence was reported.

32. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

The company had filed application for scheme of amalgamation of Plus Care Internationals Private
Limited (Transferor) with One Global Service Provider Limited (Transferee) to Hon’ble National
Company Law Tribunal, Bench at Mumbai and received order for calling a shareholder and
unsecured creditor meeting on 13th March, 2024 and certified true copy received on 18th March,
2024.

The Company has convened a meeting of Shareholder and Unsecured Creditors Meeting on 09th
May, 2025 as per direction of Hon’ble National Company Law Tribunal, Bench at Mumbai. Further
the company has received order dated 25th March, 2025 by Hon’ble National Company Law
Tribunal, Bench at Mumbai for approval of the Scheme of Amalgamation as stated above.

33. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURTS OR
TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN
FUTURE:

Hon’ble National Company Law Tribunal, Bench at Mumbai has passed order dated 25th March,
2025 in Petition C.P. (CAA) 150 (MB) 2024 in C.A. (CAA) 11 (MB) 2024 approving Scheme of
Amalgamation of Plus Care Internationals Private Limited (Transferor) with One Global Service
Provider Limited (Transferee).

The company has complied all the direction given by of Hon’ble National Company Law Tribunal,
Bench at Mumbai.

Further, consequent to the merger pursuant to the order of the Hon’ble NCLT, BSE Limited has
granted trading approval for 1,24,38,296 Equity Shares of ?10/- each issued pursuant to the
Scheme of Amalgamation.

Further, consequent to the said merger, Mr. Sanjay Upadhaya, one of the shareholders of Plus Care
International Private Limited, holding 4,22,095 Equity Shares, shall be classified as part of the
Promoter Group of One Global Service Provider Limited, in accordance with the applicable provisions
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

No other significant and material order was passed by regulators or courts or tribunals impacting
the going concern status and company’s operations in future.

34. OTHER DISCLOSURES:During the year under report:

• your Company has not made any one-time settlement for loans taken from the Banks or
Financial Institutions, and hence the details of difference between amount of the valuation done

at the time of one-time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof is not applicable;

• no instances of non-exercising of voting rights in respect of shares purchased directly by
employees under a scheme pursuant to Section 67 (3) of the Act;

• there were no proceeding initiated/pending against your Company under the Insolvency and
Bankruptcy Code, 2016.

35. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Directors hereby 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) your directors selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent 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) your directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) being a listed Company, your directors have laid down internal financial controls to be followed
by the Company and such internal financial controls are adequate and are operating effectively;
and

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

36. ACKNOWLEDGEMENTS:

Your Director’s express their deep sense of gratitude to all the government authorities, financial
institutions, banks, contractors, customers, suppliers, shareholders, employees and other business
associates of your Company, who through their continued support and co-operation have helped as
partner in your Company’s progress and achievement of its objectives.

For and on behalf of Board of Directors
One Global Service Provider Limited

Sd/-

Place: Mumbai Sanjay Upadhaya

Date: 3^rd September, 2026 Chairman & Managing Director

DIN:07497306

Your Directors have pleasure in presenting the 32^nd Annual Report on the Company''s business and operations, together with the Audited Financial Statements for the Financial Year ended 31^st March, 2024 and other accompanying reports, notes and certificates.

FINANCIAL HIGHLIGHTS

The Financial highlights of the Company for the year ended March 31, 2024 are as follows:

The Company has reported Profit of Rs. 710.88 (In lakhs) during the year as compared to profit of Rs. 137.92 (In lakhs) in the previous year.

DIVIDEND & APPROPRIATIONS

Based on the Company''s performance, the Board recommended a dividend of '' Rs. 1 per share on 71,04,707 equity shares of '' 10 each, subject to the approval of the Members. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of Rs. 71,04,707.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members effective April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-Tax Act, 1961.

The Record date for the purpose of the final dividend for the financial year ended March 31, 2024, is September 23, 2024.

TRANSFER TO RESERVES

There has been no transfers to the General Reserve of the Company for the year under review.

SHARE CAPITAL Authorized Capital:

The Authorized Share capital of the Company as on March 31, 2024 is INR 25,00,00,000.

Issued, Subscribed and Paid-up Capital:

The Issued, Subscribed and Paid-up Capital of the Company is INR 7,10,47,070. No change in the Issued, Subscribed and Paid-up Capital is made during the year under review.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

Statement Containing Salient Features of Financial Statements of Associate Company:

Your Company is not having any Associate Company and hence the statement containing the salient feature of the financial statement of a company''s associate Company under the first proviso to subsection (3) of section 129 in the prescribed Form AOC-1 does not form part of Directors'' Report.

Details of New Subsidiary/ Joint Ventures/Associate Companies:

There are no new Subsidiary/Joint Ventures/Associate Companies of the Company during the year under review.

Details of the Company who ceased to be its Subsidiary/ Joint Ventures/ Associate Companies:

BOARD OF DIRECTORS, MEETINGS AND ITSCOMMITTEES:

Change in Directors and Key Managerial Personnel:

During the period under review the following changes took place in the Composition of Board of Directors and Key Managerial Personnel of the Company:

# Ms. Manjeet Mehta Independent director of the company resigned from her post on 21.12.2023.

#Priyanka Garg resigned from the post of Company Secretary and Compliance Officer on 30th June, 2023.

# Ms. Megha Chitre was appointed as the company secretary and compliance officer of the company in the board meeting held on 12.08.2023.

# Mr. Hitarth Prafulbhai Kadia CFO of the Company resigned from his post on 16.03.2024.

i^In terms of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 (the Act''), Mr. Sanjay Lalbhadur Upadhaya (DIN: 07497306) retires by rotation at this Annual General Meeting and being eligible, offers themselves for re-appointment.

Meeting of Shareholders of the company

# EGM conducted for considered and approve Scheme of Amalgamation of Plus Care Internationals Private Limited (transferor Company) amalgamating with One Global Service Provider Limited and their respective shareholders.

Meetings of the Board of Directors:

During the year under review, 4 (Four) Meeting of the Board of Directors were held on 26^th May, 2023, 12^th August, 2023, 9^th November, 2023, 13^th February, 2024, in accordance with the provisions of the Companies Act, 2013 and rules made there under and the applicable secretarial standards.

The details of attendance of each Director at above Meetings are provided as below:

Committees of Board:

The provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015 have prescribed and mandated

Forming of Committees of the Board for efficient working and effective delegation of work and to ensure transparency in the practices of the Company. Accordingly, the Committees formed by the Board are as follows:

I. Audit Committee:

Pursuant to Section 177 of the Companies Act, the Board has formed an Audit Committee. The details of which is disclosed herewith.

The Audit Committee of your Company was formed with the purpose of ensuring Transparency, Efficiency & Accountability in the transactions of the Company. Further to recommend Appointment & Remuneration of the Statutory Auditors of the Company, examining the Financial Statements, approving Related Party transactions, carrying out valuation of various Undertakings/Assets of the Company etc.

During the year, the Audit Committee Constituted of the following persons:

The Audit Committee has met Four times during the Financial Year 2023-24 on 26th May, 2023,

12th August, 2023, 9th November, 2023, 13th February, 2024.

Nomination and Remuneration Committee:

The Company pursuant to Section 178(1) of the Companies Act, 2013 has formed the Nomination and Remuneration Committee. The details of which is disclosed herewith. The policy is available on the following web-link of the Company: http://www.1gsp.in

The Committee is, inter-alia has been formed to identify persons who are qualified to become Directors of the Company and who may be appointed in the Senior Management along with the evaluation of Directors performance, formulating criteria for determining positive attributes and independence of a Director and recommending policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees and granting of Employee Stock Options to eligible employees.

During the year, the Committee Constituted of the following persons:

The Nomination and Remuneration Committee has met twice during the Financial Year 2023-24 on 12th August, 2023 and on 9^th November, 2023.

II. Stakeholders Relationship Committee/ Shareholders Grievance Committee:

The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 constituted Stakeholder Relationship Committee. The details of which is disclosed herewith.

The Stakeholders Relationship Committee has been formed to resolve the grievances of various stakeholders of the Company. Its scope of work includes overseeing the performance of the RTA and take note of the complaints received, issuing of duplicate share certificates in case of loss/ theft or torn certificate, redressal of issues related to non-receipt of dividend/Annual report, etc.

The Committee, inter alia, started overseeing and reviewing all matters connected with the shares and looks into shareholders complaints.

During the year, the Committee Constituted of the following persons:

The Stakeholders Relationship Committee has met one time during the Financial Year 2023-24 on 12th August, 2023.

III. Risk Management Committee:

According to the Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements), 2015, a Risk Management Committee is to be formed by the top 1000 listed Companies based on market capitalization. However, One Global Service Provider Limited does not fall under the threshold. But the Board has opted voluntarily to form the Committee in order to cover the short-comings and secure the position of the Company. The details of the Committee are disclosed herewith.

With a view to control various risks associated with, market fluctuations, change in government policies etc., a policy to identify, prevent and hedge uncertain risks & losses have been formulated; effective means of identifying, measuring and monitoring credit exposures incurred by the Company were also formulated. The Risk Management Committee was formed to formulate & supervise the implementation of this policy, to develop effective surveillance techniques, monitor the external Business environment etc.

Risk Management Policy:

The Company has a robust Policy to identify, evaluate business risks and opportunities. This strategy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage and helps in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for different business segments.

The committee constituted of the following members as on 31^st March, 2024.

The Risk Management Committee has met twice during the Financial Year 2023-24 on 12^th August, 2023 and 13^th February, 2024.

Independent Directors'' Declaration:

The Independent Directors have given declarations that they meet the criteria of independence as per the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Avni Chouhan, Hemang Harshadbhai Shah and Pooja Hemang Khakhi are the independent directors of the company.

During the year from 01.04.2023 to 31.03.2024 the Separate Meeting of Independent Directors met as on 13th February, 2024.

The Board of Director declares that the Independent Directors in the opinion of the Board are:

a) Persons of integrity and they possess relevant expertise and experience;

b) Not a promoter of the Company or its holding, subsidiary or associate company;

c) Have/had no pecuniary relationship with the company, its holding, subsidiary or associate company or promoter or directors of the said companies during the two immediately preceding financial year or during the current financial year;

d) None of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary or associate company or promoter or directors of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during the current financial year.

e) who, neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of -

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm;

(iii) Holds together with his relatives two percent or more of the total voting power of the company; or is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent. or more of the total voting power of the company; or possess such other qualifications as prescribed in Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Evaluation bv Independent Director:

In a separate meeting of Independent Directors held on 13^th February, 2024 performance of nonindependent directors, performance of the Board as a whole and performance of the Chairman was evaluated.

Familiarization Program for Independent Directors

The Company has a detailed familiarization Program for Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc.

The Vigil Mechanism/ Whistle Blower Policy:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company''s code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns.

The policy is available on the following web-link of the Company: http://www.1gsp.in/

CORPORATE GOVERNANCE REPORT

The paid up share capital of Company is below Rs. 10 crore and net worth is below Rs. 25 crore as per last audited balance sheet as on 31st March, 2024 and therefore, the compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D, and E of schedule V of Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements)

Regulations, 2015 as notified by Securities and Exchange Board of India vide notification No. SEBI/LAD-NRO/GN/2015-16/013 dated 2^nd September, 2015 is not applicable to Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013:

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, Technology Absorption, Foreign Exchange Earnings and Outgo etc. are furnished in "Annexure - I", which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY REPORT

The company''s net profit, turnover and net worth are outside the criteria of Section 135 of the Companies Act, 2013, therefore, it is not required to spend any amount under CSR Activity.

OTHER STATUTORY DISCLOSURES

Disclosure of Remuneration paid to Director and Key Managerial Personnel and Employees:

The details with regard to payment of remuneration to Director and Key Managerial Personnel pursuant to Section 197(12) of Companies Act, 2013 is provided in separate annexure to the Report as "Annexure-II", which forms part of this Report.

Remuneration to Employees:

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Particulars of contracts or arrangements with related parties:

All Transactions/Contracts/Arrangements entered into by the Company with Related Party (ies) as provided under the provisions of Section 2(76) of the Companies Act, 2013, during the Financial Year under review were in ordinary course of business and on an Arm''s Length Basis.

Further, none of these Contracts / Arrangements / Transactions with Related Parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard. The details are disclosed in Form AOC-2 which is annexed as "Annexure-III", which forms part of this Report.

Particulars of Loan, Guarantee and Investments under Section 186 of the Act:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of Financial Statements provided in this Annual Report.

Deposits:

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage.

Insurance:

The assets of your Company are adequately insured. Your Company has also taken out suitable cover for Public Liability.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and 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 there under for prevention and Redressal of complaints of sexual harassment at workplace. The objective of this policy is to lay clear guidelines and provide right direction in case of any reported incidence of sexual harassment across the Company''s offices and take appropriate decision in resolving such issues.

During the financial year 2023-24, the Company has not received any compliant on sexual harassment.

The policy is available on the following web-link of the Company: http://www.1gsp.in

Material changes and commitments affecting the financial position of the Company:

During the period under review from April 01, 2023 to March 31, 2024, there were no material changes and commitments undertaken by the Company which affected the financial position of the Company.

*Plus care Internationals Private Limited is planning to get merged with the company and the company filed documents on the Bombay Stock Exchange. For the same approval received on August 30, 2023. Further company filed application for scheme of amalgamation to Hon''ble National Company Law Tribunal, Bench at Mumbai and received order for calling a shareholder and unsecured creditor meeting on 13^th March, 2024 and certified true copy received on 18^th March, 2024.

The Company has convened a meeting of Shareholder and Unsecured Creditors Meeting on 09^th May, 2024 as per direction of Hon''ble National Company Law Tribunal, Bench at Mumbai.

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 received a direction on dated 13^th March, 2024 for calling a shareholder and unsecured creditor meeting.

The company has complied all the direction given by of Hon''ble National Company Law Tribunal, Bench at Mumbai.

Change in the Nature of Business

There is no change in Business during the year.

Change in Capital Structure

There is no change in capital structure of the company.

Internal Financial Control Systems and their adequacy

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self- assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits.

We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

Disclosure Under Section 43(A)(II) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 54(1)(D) of the Companies Act, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54 (1) (d) of the Act read with Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 62(1)(B) of the Companies Act, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62 (1) (b) of the Act read with Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 67(3) of the Companies Act, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

Management Discussion and Analysis:

The Management Discussion and Analysis Report on the operations of the Company as required pursuant to Part B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as "Annexure - IV" and forms part of this Report.

Secretarial Standards of ICSI

Your 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.

AUDITORS Statutory Auditors:

The company regularised S D P M & Co., Chartered Accountants as Statutory Auditor of company in 29^th Annual General Meeting held on 30^th September, 2021. The Auditor''s report given by M/s. S D PM & Co., Chartered Accountants, Statutory Auditors, on the Financial Statements of your Company, for the year ended March 31, 2024, forms part of the Annual Report. There is no qualification, reservation or adverse remark or any disclaimer in their Report.

Auditors'' Observations and Directors'' Comments:

The auditor''s report does not contain any qualifications, reservation or adverse remarks.

Details in Respect of frauds reported by the Auditors under Section 143(12) of Companies Act, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of Companies Act, 2013.

Secretarial Auditor:

The Company has appointed M/s. M K Samdani & Co., Company Secretaries as a Secretarial Auditor of the Company, according to the provision of Section 204 of the Companies Act, 2013 read with Companies Rules for the purpose of conducting Secretarial Audit of Company for the financial year 2022-23. The Report of the Secretarial Audit is annexed herewith as "Annexure V".

Internal Audit and Internal Control Systems:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has adequate internal controls for its business processes across departments to ensure efficient operations, compliance with internal policies, applicable laws and regulations, protection of resources and assets and appropriate reporting of financial transactions.

The Company has Internal Audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements.

It comprises of experienced professionals who conduct regular audits across the Company''s operations. The Company has also appointed Mr. Rushil Soni proprietor of M/s Rushil Soni & Co., Chartered Accountants as Internal Auditors, who reviews the various functions of the Company thoroughly and report to the Audit Committee. During the year under review, the Risk Management Committee of the Company had reviewed the new requirement of Internal Control over Financial Reporting ("ICOFR") and finalized the detailed analysis of key processes, and these were presented for review by the Statutory Auditors. The control mechanism and the process of testing of controls were discussed with the Statutory Auditors.

The Statutory Auditors have submitted their report on the Internal Financial Controls which forms an integral part of this Report.

The adequacy of the same has been reported by the Statutory Auditors of your Company in their report as required under the Companies (Auditor''s Report) Order, 2003.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition & Insider Trading) Regulation 1992 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 Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:

(a) In the preparation of the annual accounts for the year ended on 31st March 202, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had 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; and

(e) 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.

ACKNOWLEDGEMENT:

The Board of Directors are grateful for the co-operation and support from the Bankers, clients and other business partners. The Board takes this opportunity to express their sincere appreciation for the excellent patronage, total commitment, dedicated efforts of the executives and employees of the Company at all levels.

Your Directors would like to express their gratitude to the Members and are deeply grateful to them for reposing their confidence and faith in the Company.

The Directors wish to place on record their sincere appreciation of the valuable services rendered by the employees to the Company.

APPRECIATION

The Directors wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors of One Global Service Provider Limited

Sd/-

SANJAY UPADHAYA Managing Director DIN: 07497306

Date:07/09/2024 Place: Mumbai

To,

The Members,

The directors have pleasure in presenting their Twenty Third Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 31.03.2015 31.03.2014

Operating Revenue Nil Nil

Others Nil Nil

Total Income Nil Nil

Expenditure 9.53 25.00

Profit /Loss before Exceptional & Extraordinary items & Tax (9.53) (25.00)

Exceptional Items Nil Nil

Finance Charges Nil Nil

Depreciation Nil Nil

Profit /Loss before Tax (9.53) (25.00)

Provisions and write offs Nil Nil

Provision for tax (current) Nil Nil

Tax Expense earlier years Nil (0.14)

Fringe Benefit Tax Nil Nil

Deferred Tax Added back/written off Nil Nil

Profit / (Loss) after tax (9.53) (25.14)

Excess (short) provision of earlier year written off / back (net) Nil Nil

Balance brought forward from previous year (676.18) (651.03)

Loss carried to Balance Sheet (685.71) (676.18)

During the year under review, the Company did not carry out any operational activity.

2. DIVIDEND

In view of carried forward losses, your Directors do not recommend any dividend on the equity share capital.

3. DIRECTORS

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Kamal Aggarwal (DIN: 00139199) and Shri Naresh Goyal (DIN: 00139277), Directors of the Company, retire by rotation at the ensuing Annual

General Meeting and being eligible have offered themselves for re–appointment. During the year under review, the members approved the appointments of Smt. Minal K Aggarwal (DIN: 07141165) and Smt. Shubharangana N Goyal (DIN: 07141172) as a non–executive Non–Independent Director who is liable to retire by rotation and of Shri Anirudh Sonpal (DIN: 03367049), Shri Surendra Tamboli (DIN: 03258083), Shri S.P. Roy (DIN: 00005131) and Shri Mayur Shah (DIN: 01827655) as Independent Directors who are not liable to retire by rotation. The members have also re–appointed Shri Kamal Aggarwal and Shri. Naresh Goyal designated as directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of Smt. Minal K Aggarwal (DIN: 07141165) and Smt. Shubharangana N Goyal (DIN: 07141172), Mr. Kamal Aggarwal and Mr. Naresh Goyal are given in the Corporate Governance Report.

4. BOARD EVALUATION

Pursuant to the provision of the Companies Act, 2013 and the Clause 49 of the Listing Agreement, 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 committees. The manner in which the evaluation has been carried out has been explained in the corporate Governance Report, attached herewith

5. PUBLIC DEPOSITS

The Company has neither accepted nor renewed any Public Deposits during the year under review. As on date the Company does not hold any fixed deposit from public.

6. AUDITORS

M/s. Shah Mehta and Bakshi, Chartered Accountants, Vadodara is Statutory Auditors of the Company. In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. Shah Mehta & Bakshi, Chartered Accountants, Statutory Auditors, are eligible for reappointment as Statutory Auditors. Members are requested take a note on appointment of them for a term of three consecutive years from the 22nd Annual General Meeting till the conclusion of 25th Annual General Meeting considering the ensuing Annual General Meeting as First and to authorize the Board of Directors to fix their remuneration in consultation with the Auditors.

7. OBSERVATION OF AUDITORS

The Notes on financial statement referred to in the Auditors' Report are self–explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

8. SECRETARIAL AUDITOR

The Board has appointed Shri Hemant Valand, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure I to this Report.

9. OBSERVATION OF SECRETARIAL AUDIT REPORT

In Secretarial Audit Report for the financial year ended March 31, 2015, in that Auditor's have expressed their observation.

Your Directors would like to furnish their explanation to the said observations as under. With regard to the observation received from the Secretarial Auditor, your company is in process for appointment of CEO.

10. INTERNAL FINANCIAL CONTROLS

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.

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

Since the Company has stopped manufacturing activity for last several years, the statement with respect to conservation of energy, technology absorption is not applicable to the Company.

The Company has neither earned nor used any foreign exchange during the year under review.

12. PARTICULARS OF EMPLOYEES

The Company did not have any employee who draw monthly remuneration more than Rs. 5,00,000/- and no employee falling within the scope of sub-section [2A] of Section 217 of the Companies Act, 1956.

13. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with BSE along with the certificate of M/s. Shah Mehta & Bakshi, Auditor's, forms part of this report and attached to this report.

14. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provision of Section 134(5) of Companies Act, 2013 the Board hereby submits its responsibility statement:- a) In the preparation of the Annual Accounts for the year ended on 31st March, 2015, the applicable Accounting Standards have been followed, along with proper explanation related to material departures;

b) Accounting Policies have been consistently applied. The judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2015 and the profit and loss of the Company for the accounting year ended on that date;

c) Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis; and

e) The Directors had laid down internal financial control to be followed by the company and that such internal financial control are adequate and were operating effectively.

f) The Directors had devised proper system to ensure compliance with provision of all applicable laws and that such system were adequate and operating effectively.

15. MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

16. SHARE CAPITAL

The paid up equity Share Capital as on March 31, 2015 was Rs. 7,10,47,070/-. During the year under review the company has not issued any shares or any convertible instruments.

17. SHARES

a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEE STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

18. ANNUAL RETURN

The extracts of annual return pursuant to the provision of section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure II and the same is attached to this report.

19. DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

Disclosure required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 have been annexed as Annexure III.

20. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiaries, Joint Venture and Associate Companies.

21. MATERIAL CHANGES

No material changes and commitments affecting the financial position of the company occurred during the financial year to which this financial statement relate on the date of this report.

22. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

There were no loans, guarantees or investments made by the company under section 186 of the companies Act, 2013 during the year under review and hence furnishing the above information is not applicable.

23. RISK MANAGEMENT POLICY

The Company has framed a sound Risk Management Policy to identify and evaluate business risk and opportunities and the same has become integral part of company's day to day operation.

The key business risk identified by the Company is subject to external risks like increasing interest rates, liquidity crunch, inflationary pressure, plunging capital market, slowdown in Indian and global economy etc. Apart from external risks, the recommencement of business activity in the Company largely depends on various approvals, procedures and sanctions, which may get delayed.

24. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION

In absence of any business activity, no commission/remuneration received by MD / WTD from the company.

25. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the board that fulfill all the requirements as stipulated in Section 149(6) of the companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provision of the Companies Act, 2013 and relevant rules.

26. AUDIT COMMITTEE AND VIGIL MECHANISM

Four meetings of the Audit Committee were held during the year. For further details, please refer report on Corporate Governance of this Annual Report. A Vigil Mechanism for director and employees to report genuine concerns has been established. The Vigil Mechanism policy has been uploaded on the website of the company at www.overseassynthetics.com under the 'Other' head.

27. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provision of companies Act, 2013 regarding Corporate Social Responsibility were not attracted to the company for the financial yeas 2014-15.

28. RELATED PARTY TRANSACTIONS

Related Party transactions that were entered during the financial year where on an arm's length basis and where in the ordinary course of business. There were no materially significant related party transactions with the company's promoter, director, management or their relatives, which could have had a potential conflict with the interest of the company. Transactions with related party entered by the company in the normal course of business are periodically placed before the audit committee for its omnibus approval and the particular of contract entered during the year as per Form AOC - 2 is enclosed as Annexure - IV.

The board of directors of the company has, on the recommendation of the audit committee, adopted a policy to regulate transactions between the company and related parties, in compliance with the applicable provision of the Companies Act 2013, the rules thereunder and the listing agreement. The policy was considered and approved by the board has been uploaded on the website of the company at www.overseassynthetics.com under the 'Other' head.

29. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report, attached herewith.

30. ACKNOWLEDGMENT

Your Directors acknowledges the support received from all Government Authorities, Business Associates, Bankers, Shareholders and other business constituents. Your Directors also wish to place on record their appreciation for the continues co-operation made by employees during the year.

By Order of the Board

For, Overseas Synthetics Ltd. Place : Vadodara

Date : 05.08.2015

Registered Office Sd/- Block No. 355, Manjusar Kumpad Road, Rohit H. Patel Village: Manjusar, Taluka: Savli, Managing Director

District : Vadodara - 391775

The Members,

The Directors are pleased to present the Twenty Second Annual Report and the Audited Accounts of the Company for the year ended on31stMarch,2014.

1. FINANCIAL RESULTS (Rs. in Lacs)

particulars 31.03.2014 31.03.2013

Operating Revenue Nil Nil

Others; Nil Nil

Total Income Nil Nil

Expenditure 25.00 9.85

Profit /Loss before Exceptional & Extraordinary items & Tax 25.00 (9.85)

Exceptional Items Nil 94.82

Finance Charges Nil Nil

Depreciation Nil Nil

Profit /Loss before Tax (25.00) 84.97

Provisions and write offs Nil Nil

Provision for tax (current) Nil Nil

Tax Expense earlier years (0.13) Nil

Fringe Benefit Tax Nil Nil

Deferred Tax Added back/written off Nil Nil

"Profit / (Loss) after tax (25.14) 84.97

Excess (short) provision of earlier year written off / back (net) Nil Nil

Balance brought forward from previous year (651.03) (736.00)

" Loss carried to Balance Sheet [676.18) (651.03)



During the year under review, the Company did not carry out any operational activity.

2. DIVIDEND

In view of carried forward losses, your Directors do not recommend any dividend on the equity share capital.

4. Revocation of Suspension

In principal approval for revocation of suspension in trading of Equity shares was granted by BSE on November 8,2013 and the final approval for revocation of suspension was granted by BSE on 21st March, 2014 vide its notice dated 14th March, 2014. The equity shares of the Company are listed on the Bombay Stock Exchange (BSE) with scrip code No. 514330. The equity shares are presently traded in T group.

5. DIRECTORS

Mr.AnirudhSonpal.Mr. SurendraTamboli, Mr. S.P.Roy and Mr. Mayur Shah, the Independent Directors of the Company were liable to retire by rotation in terms of provisions of the Companies Act, 1956.However as per provisions of the Companies Act, 2013, the Independent Directors are required to be appointed by Shareholders and for a term upto five consecutive years and they shall not be liable to retire by rotation. Mr. Mayur Shah expressed his unwillingness to be appointed as an Independent Director and accordingly Mr. Mayur Shah is not proposed to be appointed as an Independent Director. Accordingly it is proposed to appoint them as Independent Directors for a term of five consecutive year''s w.e.f. 1st April, 2014. Mr. Kamal Aggarwal and Mr. Naresh Goyal, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and

being eligible offer themselves for re-appointment.

Brief resume of Mr. Aniruddh Sonpal, Mr. Surendra Tarnboli, Mr. Suresh Prasad Roy, Mr. Kamal Aggarwal and Mr. Naresh

Goyal are given in the Corporate Governance Report.

6. PUBLIC DEPOSITS

The Company has neither accepted nor renewed any Public Deposits during the year under review. As on date the Company does not hold any fixed deposit from public.

7. AUDITORS

Appointment of M/s. Shah Mehta a,nd Bakshi, Chartered Accountants, Vadodara as Statutory Auditors of the Company. In compliance with the Companies-(Audit and Auditors) Rules, 2014, M/s. Shah Mehta & Bakshi, Chartered Accountants, Statutory Auditors, are eligible for reappointment as Statutory Auditors. Members are requested to appoint them for a term of three consecutive years from the conclusion of this Annual General Meeting till the conclusion of Fourth Annual General Meeting considering the ensuing Annual General Meeting as First and to authorize the Board of Directors to fix their remuneration in consultation with the Auditors.

8. OBSERVATION OF AUDITORS

In the Annexure to the Independent Auditor''s Report for the year ended 31.03.2014, in para number I (c), VII and X, the Auditor''s have expressed their observations. Your Directors would like to furnish Jheir explanations to the said observations as under:

With regard to para no I (C):

The Promoters have plans to reorganize the Company by adopting suitable means of corporate restructuring and shall recommence the business activity in the Company at the earliest. The Company has also given an advance of Rs. 281.50 Lacs for purchase of assets to carry out manufacturing activities. In the meantime, the Company will continue to pay all its statutory liabilities and endeavor to comply with the provisions of the Companies Act, 2013, listing agreement and all other laws as may be applicable. Hence, the Company very much remains as a going concern. With regard to para no VII:

Considering the present status of the Company, it was not required to appoint any formal internal auditors. However, the Company does have an adequate internal control system commensurate with its current operations. With regard to para no X:

Regarding accumulated losses which exceeds more than 50% of Company''s networth, kindly refer the explanation as furnished herein above. The cash losses incurred in the current financial year is mainly on account of Payment of legal and professional fees. S, CONSERVATION X5F ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company has stopped manufacturing activity for last several years, the statement with respect to conservation of energy, technology absorption is not applicable to the Company. The Company has neither earned nor used any foreign exchange during the year under review.

10. PARTICULARS OFEMPLOYEES

The Company did not have any employee falling within the scope of sub-section [2A] of Section 217 of the Companies Act, 1956.

11. CORPORATE GOVERNANCE

The report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with BSE along with the certificate of M/s. Shah Mehta & Bakshi, Auditor''s, forms part of this report and attached to this report.

12. DIRECTORS''RESPONSIBILITY STATEMENT

In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

a. In the preparation of the Annual Accounts for the year ended on 31st March, 2014, the applicable Accounting Standards have been followed;

b. Accounting Policies have been consistently applied. The judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 st March, 2014 and the profit and loss of the Company for the accounting year ended on that date;

c. Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis.

13. ACKNOWLEDGEMENT

Your Directors acknowledges the support received from all Government Authorities, Business Associates, Bankers, Shareholders and other business constituents.

Your Directors also wish to place on record their appreciation for the continued co-operation made by employees during the year.

For and on behalf of the Board Place: Vadodara For overseas Synthetics Limited

Date: 05/8/2014 Regd. Office: Sd/- Block No. 355, Manjusar Kumpad Road, Rohit H. Patel Village: Manjusar, Taluka: Savli, Managing Director District: Vadodara - 391775

The director''s present 18th Annual Report and Audited Accounts for the year ended 31st March, 2010 together with the reports of the Auditors and Directors thereon.

FINANCIAL RESULTS

(Rs. in lakhs)

PARTICULARS 2009-10 2008-09

Sales and Other Income 13.54 19.60

Expenditure 10.02 82.33

Profit /(Loss) before depreciation 3.52 (62.73)

Provision for tax NIL 0.08

Provision for deferred tax Nil Nil

Prior period adjustments 0.24 4.00

Profit/(Loss) after tax (3.76) (66.80)

Add: Balance brought forward from previous year. (980.16) (913.36)

Balance carried to Balance Sheet (976.40) (980.16)

OPERATIONS

During the year under review, your company has posted income of Rs.13.54 lakhs as against Rs. 19.60 lakhs in the corresponding previous year. Your company has posted net profit of Rs. 3.52 lakhs in the current year as compared to loss of Rs. 62.73 in the corresponding previous year which was mainly due to loss on account of sale of fixed assets.

Your Company has now concentrated on trading activities in the current year. However, your directors have chalked out a strategy to directly import other goods including yarn and textile goods from cheap sources such as China and Korea. This would lead to some profitable business.

DIRECTORS

Shri Dinkar Patel, Director of the company would retire and being eligible offers himself for reappointment. Particulars of directors seeking re-appointment are given in the Corporate Governance.

EXPLANATIONS ON THE REMARKS/OBSERVATIONS OF AUDITORS

For the observations/qualifications made by the auditors, your directors submit their explanations as under:

1. As per the consistent practice followed by the company, the gratuity continued to be accounted for on cash basis. It is observed by the management that most of the employees do not put in qualifying services for gratuity hence the same could not be provided for.

2. Normally sundry debtors and creditors do not follow the practice of any confirmation of their dues and balances.

3. As explained, the depreciation of Rs. 1054 not charged to the Profit & Loss Account is in conformity with the policy of the company as no manufacturing activities are undertaken by the company during the year under review.

4. For the deferred tax - non compliance with AS 22, the management firmly believes that in the near future, there is no possibility of writing off the deferred tax assets.

5. . For the impairment of assets no provision is made as during the year some part of the assets were disposed off and treated accordingly in the current year''s accounts, reflecting a true and fair view, this year, as per AS 28.

6. Since the plants were not put to use since 2002 onwards, no depreciation was provided for and same was with the residential flats.

7. The company is investing its liquid assets in stock market securities and investing activities in view of improved stock market conditions iii our country does not call for any further provision as diminution is not likely.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. your directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of affairs of the company as on 31st March, 2010 and the Profit and Loss Account for the year ended on that date (save and except provision of depreciation)

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting the frauds and other irregularities.

4. The directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Information pursuant to provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended is NOT APPLICABLE as no employee of the company was in receipt of remuneration at the prescribed rate during the year under review.

PARTICULARS OF ENERGY CONSERVATION ETC.

Since the company was not engaged into any production activities but only local trading, the ) Information required by Section 217(l)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, being not applicable, is not furnished.

AUDITORS

M/s. Natvarlal Vepari & Co; Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The observations made by auditors in their report are explained herein above.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial and peaceful. Your directors duly recognize and appreciate this valuable resource place on record their appreciation of the industrial peace.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the contribution made by all concerned including its employees.

On behalf of the Board

Sd/- Sd/-

DATE: 07/08/2010 Mayur V Shah Rohit H. Patel

PLACE: SURAT DIRECTOR MG.DIRECTOR