Your Directors are pleased to present the 45^th Annual Report along with the Audited Annual Financial Statements (including Audited
Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2025.

SUMMARY OF FINANCIAL RESULTS

SCHEME OF ARRANGEMENT

The Board of Directors of the Company at their meeting held on
May 24, 2022, approved the Scheme of Arrangement under
section 230-232 of the Companies Act, 2013, for Demerger of
Chemical business of the Company (Demerged Company) to
OCCL Limited (Resulting Company).

This scheme was approved by National Company Law Tribunal
(NCLT), Ahmedabad on April 10, 2024 with a condition of
Appointed Date to be the date of pronouncement of the NCLT
Order.

The Company filed an appeal before the Hon’ble National
Company Law Appellate Tribunal (NCLAT) to allow the Company
to fix the Appointed Date as defined in the Scheme. On May 27,
2024 the Hon’ble National Company Law Appellate Tribunal
(NCLAT) issued the order in favour of the Company by allowing
to fix the appointed date as per scheme.

The appointed date and effective date of the Scheme was July
01, 2024 (date of filing the certified copy of the Scheme with
ROC). Accordingly, the accounting effect in respect of the
Scheme has been given in the Financial as per the Scheme
with effect from July 01, 2024.

Pursuant to the above scheme, shareholders of the Demerged
Company were allotted Five (5) equity shares of the Resulting
Company face value of Rs. 2/- each fully paid up against One

(1) equity share face value of Rs. 10/- each fully paid up held in
the Demerged Company. The shares of Resulting Company so
allotted were listed on BSE Limited (BSE) and National Stock
Exchange of India Limited (NSE) from October 29, 2024.

As per the scheme the employees of the Company pertaining
to Chemical Business were transferred to the resulting
company OCCL Ltd on the appointed date.

OPERATIONS

Pursuant to the above scheme, the Company is no longer in
Chemical Business (insoluble Sulphur and Acid) from July 01,
2024.The Company continues its trading and investment
business. The exceptional loss of Rs 37,494.57 Lakhs
reflected in the Profit and Loss account is the difference
between assets (Rs 56,734.98 Lakhs) and liabilities (Rs
19,240.41 Lakhs) of chemical business transferred to the
resulting company.

The profit before tax of Rs 487.56 Lakhs from continuing
operations (trading and Investment activities) was lower than
the previous year (Rs 730.54 Lakhs) mainly due to reduction in
income from liquid investments pursuant to the demerger. The
Profit from discontinued operations during the Period April to
June 2024 was Rs 1,059 Lakhs.

During the year the Company has also restated its financial
results by reclassifying Fair value gains and losses of some

Equity and AIF Investments from Other Comprehensive Income
to Profit and Loss to disclose the true and fair view of financials
as per Ind AS 8.

CREDIT RATING

All the loans of the Company were pertaining to the Chemical
Business and were transferred to the resulting company on
demerger, hence credit rating is no longer required. However,
since it was a transition year for demerger the Company
received credit ratings for Long term and short term fund-
based/ Non fund based facilities which were [ICRA]A-
(Stable)/ [ICRA]A2 from ICRA.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

The Company has one subsidiary, Duncan Engineering Ltd.

Pursuant to Section 129(3) of the Companies Act, 2013 read
with Rule 5 of the Companies (Accounts) Rules, 2014,
statement containing salient features of financial statements
of subsidiaries and Associates in Form AOC-1 which is the part
of the Financial Statements in a separate section. The
Company has no Joint Venture or Associate Company.

The audited accounts of the Subsidiary Companies are
available on the website of the Company
www.agventuresltd.com. Brief details of the performance of
the subsidiaries and the Associate Company are given below:

Duncan Engineering Limited, registered a gross turnover of Rs.
8,730.63 lakhs during the current Financial Year ended March
31, 2025 against Rs. 6,731.24 lakhs during FY 2023-24. The
Subsidiary reported a profit after tax of Rs. 521.07 lakhs
(Previous Year Profit Rs. 687.38 lakhs).

With effect from July 01, 2024 OCCL Limited ceased to be a
Subsidiary of the Company pursuant to the order of NCLT
approving the Scheme of Arrangement for demerger of
Chemical Business of the Company to OCCL Limited. Upon
implementation of the Scheme, the Company’s investment in
Associate Company i.e. Clean Max Infinia Private Limited has
been transferred to OCCL Ltd (Resulting Company). Hence,
Clean Max Infinia Private Limited ceased to be the Associate of
the Company with effect from July 01, 2024.

In accordance with the fourth proviso of Section 136(1) of the
Companies Act, 2013, the Annual Report of the Company,
containing therein its Standalone and the Consolidated
Financial Statements would be placed on the website of the
Company. Further, as per the provisions of the said Section,
audited Annual Accounts of Subsidiary Companies would also
be placed on the website of the Company at
www.agventuresltd.com. Shareholders interested in obtaining
a copy of the Annual Accounts of the subsidiary companies
may write to the Company Secretary at the Company’s
c o r p o r a t e o f fi c e o r m a y d r o p a m a i l a t
investors@agventures.co.in.

The Company does not have any material unlisted subsidiary in
the immediate preceding accounting year however Duncan

Engineering Limited is material subsidiary of the Company.
However, as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (refer as "SEBI LODR”),
SEBI has made it mandatory for all listed companies to
formulate a policy for determining ‘material’ subsidiaries.
Accordingly, a policy on ‘material’ subsidiaries was formulated
by the Audit Committee of the Board of Directors and same is
also posted on the website of the Company and may be
accessed at https://occl-web.s3.ap-south-1.amazonaws.com/wp-
content/uploads/2025/06/Policy-on-Material-Subsidiaries.pdf

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013, the
Consolidated Financial Statements of the Company prepared
in accordance with the Section 133 of the Companies Act,

2013 read with Rule 7 of the Companies (Accounts) Rules,

2014 and applicable Indian Accounting Standard (Ind AS) are
provided in the Annual Report.

RESERVES

Your Directors do not propose to transfer any amount to the
General reserves and the entire amount of profit for the year
forms part of the ‘Retained Earnings’.

DIVIDEND

Considering the transfer of manufacture business to OCCL
Limited, in order to conserve funds your Directors did not
recommend any dividend for the Financial Year 2024-25.

MATERIAL CHANGES AND COMMITMENTS IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED DURING THE FINANCIAL YEAR AND BETWEEN
THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT

There have been no material changes and commitments,
affecting the financial position of the Company which have
occurred between the end of the financial year of the Company
to which the financial statements relate and the date of the
report. The effect of the Scheme of Demerger has been
accounted in accordance with Ind AS and applicable
accounting principles as prescribed under Companies (Indian
Accounting Standards) Rule, 2015 (Ind AS) as notified under
section 133 of the Companies Act, 2013 as amended from
time to time and with generally accepted accounting principle.

The Hon’ble National Company Law Tribunal, Ahmedabad
Bench (NCLT) vide its order dated April 10, 2024 has approved
the Scheme of Arrangement between the Company
(Demerged Company) and OCCL Limited (Resulting Company),
a wholly owned subsidiary of the Company, for transfer of
Chemical Business Undertaking of Demerged Company to the
Resulting Company. pursuant to the said scheme, the
Chemical business of the Demerged Company was demerged
into the Resulting Company w.e.f. July 01, 2024 (appointed
date). Post demerger the Company is continuing with its

business of Trading and investment from the Effective Date.
Further, it is hereby confirmed that besides above there has
not been any material change in business of the Company.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the
Companies Act, 2013, and the Article of Association of the
Company, Mr. Arvind Goenka (DIN: 00135653), Non Executive
Director is liable to retire by rotation at the forthcoming Annual
General Meeting and, being eligible, offers himself for re¬
appointment.

Detailed profile of the Director is provided in the Explanatory
statement to the Notice of the Annual General Meeting of the
Company.

During the reporting period, following changes were made in
the composition of Directors and KMPs:

The Board of Directors, at their meeting held on June 10, 2024
approved the change of designation of Mr. Arvind Goenka [DIN:
00135653] from Managing Director to Non-Executive Non¬
Independent Director and of Mr. Akshat Goenka [DIN:
07131982] from Joint Managing Director to Non-Executive,
Non-Independent Director of the Company with effect from July
01, 2024.

The Board of Directors appointed Mr. Rajat Jain (DIN:
10628142) and Mrs. Rachna Lodha (DIN: 07153563) as
additional directors on May 22, 2024. They were subsequently
regularized as Independent Directors pursuant to section 149
and 152 of Companies Act, 2013 by the members in the 44th
Annual General Meeting of the Company held on July 30,
2024.

Mr. Om Prakash Dubey (DIN: 00228441), Mr. Suman Jyoti
Khaitan (DIN: 00023370) and Mr. Kailasam Raghuraman
(DIN: 00320507) ceased to be Independent Directors of the
Company with effect from July 29, 2024 on completion of their
tenure as Independent Directors.

Pursuant to the above Scheme of Arrangement, the Board of
Directors on the recommendation of Nomination and
Remuneration Committee in their meetings held on June 10,
2024 transferred the employment of Mr. Anurag Jain, Chief
Financial Officer and Mr. Pranab Kumar Maity, Company
Secretary, to the resulting Company with effect from July 01,
2024.

Further, the Board of Directors on the recommendation of
Nomination and Remuneration Committee in their meetings
held on June 10, 2024 appointed Mr. Abhinaya Kumar as Chief
Executive Officer, Mr. Aman Abhishek as Chief Financial Officer
and Mr. Gourab Kumar Nayak as Company Secretary of the
Company with effect from July 01, 2024.

Mr. Gourab Kumar Nayak, Company Secretary and
Compliance Officer of the Company resigned from the office
with effect from December 20, 2024. The Board of Directors in
their meetings held on February 06, 2025 appointed Mr.
Vipin, as Company Secretary and Compliance Officer of the
Company.

None of the Directors of your Company is disqualified under the

provisions of Section 164 of the Companies Act, 2013 and a
certificate dated May 28, 2025 received from Company
Secretary in Practice certifying that none of the directors on
the Board of the Company have been debarred or disqualified
from being appointed or continuing as directors of the
Companies by SEBI/Ministry of Corporate Affairs or any such
statutory authority is annexed to the Corporate Governance
Report.

The details of Directors and Key Managerial Personnel of the
Company are as follows:

a) Mr. Arvind Goenka, Non-Executive, Non-Independent
Director

b) Mr. Akshat Goenka, Non-Executive, Non-Independent
Director

c) Mr. Sanjay Verma, Nominee Director

d) Mrs. Runa Mukherjee, Non-Executive, Independent
Director

e) Mrs. Rachna Lodha, Non-Executive, Independent Director

f) Mr. Rajat Jain, None-Executive, Independent Director

g) Mr. Abhinaya Kumar, Chief Executive Officer

h) Mr. Aman Abhishek, Chief Financial Officer

i) Mr. Vipin, Company Secretary

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Details of the separate meeting of Independent Directors held
in terms of Schedule IV of the Act and Regulation 25(3) of the
Listing Regulations are given in the Corporate Governance
Report.

SHARE CAPITAL

During the year under review, there was no change in the share
Capital of the Company. The issued, subscribed and paid-up
share capital of your Company as on March 31, 2025 remain at
Rs. 9,99,00,920/- (Rupees Nine Crore Ninety-Nine Lakh and
Nine Hundred Twenty Only) divided into 99,90,092 (Ninety-
Nine Lakh Ninety Thousand and Ninety-Two) equity shares of
the face value of Rs. 10/- (Rupees Ten Only) each.

MEETINGS OF THE BOARD

During the year 5 (five) Board Meetings were held on May 22,
2024, June 10, 2024, August 12, 2024, November 12, 2024
and February 06, 2025. The intervening gap between the
Meetings was within the period prescribed under the
Companies Act, 2013. The details of Board Meetings with
regard to dates and attendance of each Directors have been
provided in the Corporate Governance Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and
Regulation 25(3) & (4) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Independent Directors at their meeting held on February 17,

2025 have evaluated the Performance of Non-Independent
Directors, Chairperson of the Company after considering the
views of the Executive and Non-Executive Directors, Board as a
whole and assessed the quality, quantity and timeliness of flow
of information between the Company’s Management and the
Board. The Nomination and Remuneration Committee has

also carried out an evaluation of the performance of every
Director of the Company. Based on evaluation made by the
Independent Directors and the Nomination and Remuneration
Committee and by way of individual and collective feedback
from the Non-Independent Directors, the Board has carried out
the Annual Performance Evaluation of the Directors
individually as well as evaluation of the working of the Board as
a whole and Committees of the Board. The manner in which
the evaluation has been carried out is explained in the
Corporate Governance Report.

The Independent Directors are regularly updated on industry &
market trends, plant process, and operational performance of
the Company etc. through presentations in this regard. They
are also periodically kept aware of the latest developments in
Corporate Governance, their duties as directors and relevant
laws.

AUDIT COMMITTEE

As on March 31, 2025, the Audit Committee of the Board of
Directors of the Company consists of two Non-Executive
Independent Directors and one promoter Director with Mr.
Rajat Jain as Chairman, Mrs. Rachna Lodha and Mr. Akshat
Goenka, as Member. The Company Secretary is the Secretary
of the Committee. The Chief Financial Officer and Auditors are
permanent invitees to the meetings. The Committee met 5
(five) times during the year on May 22, 2024, June 10, 2024,
August 12, 2024, November 12, 2024 and February 06, 2025.

The Committee, inter alia, reviewed the financial statements
before they are placed before the Board, Internal Control
System and Reports of Internal Auditors and Compliance of
various Regulations. The brief terms of reference of the
Committee and the details of the Committee meetings are
provided in the Corporate Governance Report.

Your Company has a well-structured Internal Audit System
commensurate with its size and operations. During the year
there were no instances when the Board had not accepted the
recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

As on March 31, 2025, the Nomination and Remuneration
Committee consists of three Non-Executive Independent
Directors with Mrs. Runa Mukherjee as Chairperson, Mr. Rajat
Jain and Mrs. Rachna Lodha, as members. The Committee,
inter alia, identifies people who are qualified to become
directors and who may be appointed in key management
positions and senior management. The Committee also
finalizes their remunerations. The brief terms of reference of
the Committee and the details of the Committee meetings are
provided in the Corporate Governance Report. The Committee
met 3 times during the year on May 22, 2024, June 10, 2024
and February 06, 2025.

STAKE HOLDER’S RELATIONSHIP COMMITTEE

As on March 31, 2025, the Stakeholders' Relationship
Committee comprises of one Independent Director Mrs.
Rachna Lodha as Chairperson, and Mr. Arvind Goenka and Mr.
Akshat Goenka as members. The Committee, inter alia,
reviews the grievance of the security holders of the Company
and redressal thereof. The brief terms of reference of the

Committee and the details of the Committee meetings are
provided in the Corporate Governance Report. The Committee
met twice during the year on October 23, 2024 and February
06, 2025.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on March 31, 2025, the Corporate Social Responsibility
Committee (CSR Committee) consists of one Non Executive
Director, Mr. Arvind Goenka as Chairman and two Independent
Directors, Mr. Rajat Jain and Mrs. Rachna Lodha, as Members.
The Committee met once during the year on May 22, 2024.
The brief terms of reference of the Committee and the details
of the Committee meetings are provided in the Corporate
Governance Report.

The CSR Committee of the Company has laid down the policy to
meet the Corporate Social Responsibility objectives of the
Company. The CSR Policy may be accessed on the Company's
website at https://occl-web.s3.ap-south-1.amazonaws.com/wp-
content/uploads/2020/12/CSR-Policy.pdf. The CSR Policy includes
activities prescribed as CSR activity as per the Rules of
Companies Act, 2013. The focus areas taken in the policy are
Education, Health care and family welfare, Environment and
Safety, contribution to any relief fund setup by the Government
of India and any State Government.

The Average Net Profits of the Company for the last three
financial years is Rs.5,573.4 lakh and accordingly the
prescribed CSR expenditure during the year under review
should not be less than Rs.111.5 lakh (i.e., 2% of the Average
Net Profits of the Company for the last three financial years).
Rs. 111.7 lakh were spent on CSR activities and projects
undertaken during the year. The Annual Report on CSR
activities is annexed as "Annexure - A" to this Report.

RISK MANAGEMENT COMMITTEE

As on March 31, 2025, the Risk Management Committee
(RMC), comprised of Mr. Rajat Jain, Non-Executive
Independent Director as Chairman, Mr. Arvind Goenka and Mr.
Akshat Goenka, Non-Executive Non-Independent Directors as
Members of the Committee. The RMC inter alia, identifies and
monitors the Key risk elements associated with the business
of the Company. The brief terms of reference of the Committee
and the details of the Committee meetings are provided in the
Corporate Governance Report. The Committee met twice
during the year on August 06, 2024 and February 17, 2025.

RISK MANAGEMENT

The Company has put in place a Risk Management Policy in
order to, inter alia, ensure the proper risk identification,
evaluation, assessment, mitigation and monitoring. Further,
the risk management policy also provides a demarcation of the
role of the Board of Directors, Audit Committee and Risk
management Committee for the purpose of effective risk
management. The major risk elements associated with the
business and functions of the Company have been identified
and are being addressed systematically through mitigating
action on a continuous basis. Audit Committee and Risk
Management Committee, under the supervision of the Board,
periodically review and monitor the steps taken by the
company to mitigate the identified risk elements.

The Risk Assessment is also discussed in the Management
Discussion and Analysis Report attached to this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control
system including internal financial Controls designed to
ensure proper recording of financial and operational
information, compliance of various internal controls and other
regulatory and statutory compliances. Self-certification
exercise is also conducted by which senior management
certifies effectiveness of the internal control system of the
Company. Internal Audit is conducted throughout the
organization by qualified outside Internal Auditors. Findings of
the internal Audit Report are reviewed by the top Management
and by the Audit Committee of the Board and proper follow-up
action are ensured wherever required. The Statutory Auditors
have evaluated the system of internal controls including
internal financial control of the Company and have reported
that the same are adequate and commensurate with the size
of the Company and nature of its business. The Audit
Committee of the Board, from time to time, evaluated the
adequacy and effectiveness of internal financial control of the
Company with respect to: -

1. Systems have been laid to ensure that all transactions are
executed in accordance with management's general and
specific authorization. There are well-laid manuals for
such general or specific authorization.

2. Systems and procedures exist to ensure that all
transactions are recorded as necessary to permit
preparation of Financial Statements in conformity with
Generally Accepted Accounting Principles or any other
criteria applicable to such statements, and to maintain
accountability for aspects and the timely preparation of
reliable financial information.

3. Access to assets is permitted only in accordance with
management's general and specific authorization. No
assets of the Company are allowed to be used for personal
purposes, except in accordance with terms of employment
or except as specifically permitted.

4. The existing assets of the Company are verified/ checked
at reasonable intervals and appropriate action is taken
with respect to differences, if any.

5. Proper systems are in place for prevention and detection
of fraud and errors and for ensuring adherence to the
Company's policies.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the
Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a ‘Whistle
Blower Policy' to establish Vigil Mechanism for directors and
employees to report their genuine concerns has been framed.
The policy is revised from time to time to realign it with
applicable regulations or organizations suitability. The
updated policy is available on the website of the Company and
the web link of the same is given as under: https://occl-web.s3.ap-
south-1 .amazonaws.com/wp-content/uploads/2025/06/Vigil-

Mechanism-Policy Latest.pdf.

This policy provides a process to disclose information,
confidentially and without fear of reprisal or victimization,
where there is reason to believe that there has been serious
malpractice, fraud, impropriety, abuse or wrongdoing within
the Company. The Company ensures that no personnel is
denied access to the Audit Committee.

POLICY ON NOMINATION AND REMUNERATION

The summary of Remuneration Policy of the Company
prepared in accordance with the provisions of Section 178 of
the Companies Act, 2013 read with Part D of Schedule II of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are provided in the Corporate Governance
Report. The Remuneration Policy of the Company is approved
by the Board of Directors and is uploaded on the website of the
Company. The weblink to the remuneration policy is as under:
https://s3-ap-south-1.amazonaws.com/occl-web/wp-
content/uploads/2019/12/Remuneration Policy OCCL.pdf.

POLICY ON DIRECTORS’ APPOINTMENT

The Nomination and Remuneration Committee works with the
Board to determine the appropriate characteristics, skill and
experience that are required of the members of the Board. The
members of the Board should possess the expertise, skills and
experience needed to manage and guide the Company in the
right direction and to create value for all stakeholders. The
members of the Board should be eminent people of proven
competency and integrity with an established track record.
Besides having financial literacy, experience, leadership
qualities and the ability to think strategically, the members are
required to have a significant degree of commitment to the
Company and should devote adequate time in preparing for
the Board meeting and attending the same. The members of
the Board of Directors are required to possess the education,
expertise, skills and experience in various sectors and
industries needed to manage and guide the Company. The

members are also required to look at strategic planning and
policy formulations.

The independent members of the Board should not be related
to any executive or independent director of the Company or any
of its subsidiaries. They are not expected to hold any executive
or independent positions in any entity that is in direct
competition with the Company. Board members are expected
to attend and participate in the meetings of the Board and its
Committees, as relevant. They are also expected to ensure that
their other commitments do not interfere with the
responsibilities they have by virtue of being a member of the
Board of the Company. While reappointing Directors on the
Board and Committees of the Board, the contribution and
attendance record of the Director concerned shall be
considered in respect of such reappointment. The
Independent Directors shall hold office as a member of the
Board for a maximum term as per the provisions of the
Companies Act, 2013 and the rules made thereunder, in this
regard from time to time, and in accordance with the provisions
of the Listing Regulations. The appointment of Directors shall
be formalized through a letter of appointment.

The Executive Directors, with the prior approval of the Board,
may serve on the Board of any other entity if there is no conflict
of interest with the business of the Company.

DECLARATION OF INDEPENDENCE

All Independent Directors of the Company have given requisite
declarations under Section 149(7) of the Companies Act
2013, ("Act") that they meet the criteria of independence as
laid down under Section 149(6) of the Act alongwith Rules
framed thereunder, Regulation 16(1)(b) of SEBI Listing
Regulations and have complied with the Code of Conduct of
the Company as applicable to the Board of Directors and
Senior Managers. In terms of Regulation 25(8) of the SEBI
Listing Regulations, the independent directors have confirmed
that they are not aware of any circumstances or situations,
which exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties with an
objective independent judgement and without any external
influence. The company has received confirmation from all
independent directors of their registration on the Independent
Directors Database maintained by the Indian Institute of
Corporate Affairs, in terms of Section 150 read with Rule 6 of
the Companies (Appointment and Qualification of Directors)
Rules, 2014.

The independent directors have complied with the code for
independent directors as prescribed in schedule IV to the act.
In the opinion of the Board, the Independent Directors possess
the requisite expertise and experience and are persons of high
integrity. They fulfill the conditions specified in the act as well
as the Rules made thereunder and are independent of the
management.

RELATED PARTY TRANSACTIONS

All related party transactions entered during the financial year
were on arms’ length basis and in the ordinary course of
business. There were no materially significant related party
transactions entered by the Company with Promoters,
Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of
the Company at large. Details of all related party transactions
were placed before the Audit Committee for noting and given in
the notes forming part of the Financial Statement. The policy
on Related Party Transactions as required under the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is also available on the website of the
Company. The weblink to the same is as under:
https://occl-web.s3.ap-south-1.amazonaws.com/wp-
content/uploads/2025/05/RPT Policy Oriental-Carbon.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)( c ) read with
Section 134(5) of the Companies Act, 2013, the Directors
state that:

a) In preparation of the annual accounts for the financial
year ended March 31, 2025, the applicable Accounting
Standards have been followed along with proper
explanation relating to material departures, if any.

b) The Directors have selected such Accounting Policies as

listed in the Financial Statements and applied them
consistently and made judgments and estimates that are
reasonable and prudent so as to give true and fair view of
the state of affairs of the Company at the end of the
financial year as on March 31, 2025, and of the profits of
the Company for that period.

c) The Directors have taken proper and sufficient care for
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) The Directors have prepared the annual accounts on a
going concern basis.

e) The Directors have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and operating effectively.

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

CHANGE IN THE NATURE OF BUSINESS

Pursuant to the Scheme of demerger the Chemical Business of
the Company was transferred to OCCL Ltd (resulting company)
with effect from July 01, 2024. There was no other change in
the nature of the business of the Company or its subsidiaries
during the year under review.

INSURANCE

The Company’s properties are adequately insured against
risks as required.

PUBLIC DEPOSITS

During the year under review an amount of unclaimed matured
deposits of Rs.1,25,000/-, lying with the Company but not
claimed by the Depositors for seven consecutive years from
date of maturity, was transferred to IEPF Account. The
Company has stopped accepting deposits and no deposits
were accepted by the Company during the year.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE
Limited (BSE) with scrip code No. 506579 and on National
Stock Exchange of India Limited (NSE) with NSE symbol
"OCCL”. The Company confirms that the annual listing fees for
both the stock exchanges for the financial year 2025-26 have
been duly paid.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the financial Statements.

AUDITORS AND THEIR REPORT

a. Statutory Auditors:

The Shareholders of the Company at the 42nd Annual

General Meeting (AGM) held on September 05, 2022 had
appointment M/s. S S Kothari Mehta & Co. LLP (Previously

M/s. S S Kothari Mehta & Co.), Chartered Accountants
(ICAI Firm Registration No. 000756N/N500441) as the
Statutory Auditors of the Company pursuant to Section
139 of the Companies Act, 2013 for a term of 5 years from
the conclusion of 42nd AGM till the conclusion of 47th
AGM to be held in financial year 2027-28.

The Statutory Auditors' Report on the Standalone and
Consolidated Financial Statements of the Company for the
financial year ended March 31, 2025 forms part of this
Annual report. The statutory audit report is self¬
explanatory and there are no qualification, reservation
and adverse remarks by the statutory auditor in the
Statutory Audit Report.

There was no fraud reported by the Auditors of the
Company under Section 143(12) of the Companies Act,
2013, to the Audit Committee or the Board of Directors
during the year under review.

b. Secretarial Auditors:

The Board of Directors of the Company at their meeting
held on February 06, 2025, appointed Mr. Pawan Kumar
Sarawagi, Practicing Company Secretary of M/s. P
Sarawagi & Associates having office at Narayani Building,
Room No.107, First Floor, Brabourne Road, Kolkata -
700001 for conducting the Secretarial Audit of the
Company for the financial year 2024-25.

The Secretarial Audit Report in Form MR-3 for the financial
year ended March 31, 2025, is annexed herewith as
“Annexure - B”.

The Secretarial auditor of the Company has given an
unqualified report for the Financial Year 2024-25 except
the following observation:

(a) there was delay in depositing Rs .1 Lakh to Investor
Education & Protection Funds, being the matured amount
of public deposits which remained unpaid/unclaimed for
7 years; and (b) delay in submission of proceedings of the
44th Annual General Meeting.

Explanations/comments by the Board on the
Secretarial Auditors remark:

It was informed to the Board that the Company is strive to
ensure the Compliances in due time. However, due to
some inadvertent reasons a) the Company had filed the
necessary forms on November 11, 2024 whose due dates
were October 06, 2024 and October 13, 2024,
respectively and b) the proceedings of 44th AGM was filed
with minor delay.

c. Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Amendment
Rules, 2014, the cost records maintained by the Company
related to insoluble Sulphur plants located at Dharuhera,
Haryana, was subject to audit by the Cost Auditor. M/s J K
Kabra & Co., Cost Accountants had been appointed by the
Board on May 22, 2024 to conduct the audit of cost
records of the Company for the financial year 2024-25 on a
remuneration of Rs 1,40,000/- ratified in the Previous

Annual General Meeting. The Cost Audit Report for the
year ended March 31, 2024 has been submitted to the
Ministry of Corporate Affairs within stipulated time of
period.

The Company ceased the operations of the Chemical
Business with effect from July 01, 2024 pursuant to the
scheme of arrangement. However, the cost audit for the
first quarter ending June 2024 is required.

Annual Return of the Company

In accordance with Section 134(3)(a) of the Companies Act,
2013 read with sub-section (3) of section 92 of the Act, the
Annual Return as on March 31, 2025 will be made available on
the website of the Company at the link :
https://www.agventuresltd.com/investor-relation/annual-returns/

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance for the financial
year 2024-25, pursuant to the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 along with an
Auditors' Certificate on compliance with the conditions of
Corporate Governance is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the
financial year 2024-25, pursuant to the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
is given as a separate statement in the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Business
Responsibility and Sustainability Report is not applicable to
the Company for FY 2024-25.

CHIEF OPERATING OFFICER (CEO) AND CHIEF FINANCIAL
OFFICER (CFO) CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the CEO
and CFO certification as specified in Part B of Schedule II
thereof is annexed to the Corporate Governance Report. The
CEO and CFO has also certified that the financial results do not
contain any false or misleading statement or figures and do not
omit any material fact which may make the statements or
figures contained therein misleading in terms of Regulation 33
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR
MANAGEMENT PERSONNEL

The Code of Conduct for Directors and Senior Management
Personnel is uploaded on the Company's website and may be
accessed at https://s3-ap-south-1.amazonaws.com/occl-web/wp-
content/uploads/2021/08/OCCL-Code-of-Conduct.pdf. The CEO of
the Company has given a declaration that all Directors and
Senior Management Personnel concerned have affirmed the
compliance with the code of conduct of Board of Directors and
Senior management for the financial year ended on March
31st, 2025. The declaration is annexed to the Corporate
Governance Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards 1

and Secretarial Standards 2 with respect to Board and General
meetings respectively, issued by The Institute of Company
Secretaries of India and approved by the Central Government
under Section 118(10) of the Companies Act, 2013.

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

As required under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules
2014, the information relating to conservation of energy,
technology absorption and foreign exchange earnings and
outgo is annexed to this Report as “Annexure - C”.

However, pursuant to the Scheme of Arrangement of
Demerger, the Chemical Business of the Company were
demerged and transferred to resulting Company OCCL Limited
with effect from July 01, 2024. Therefore the Company is no
longer engaged in any business of manufacturing and the
Company is carrying only its trading and investment business.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is marked as ‘Annexure -
D’, which is annexed hereto and forms a part of the Boards’
Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND

The Company sends reminder letters to all members whose
dividends are unclaimed so as to ensure that they receive their
rightful dues. Your Company has also uploaded on its website,
www.agventuresltd.com. information regarding unpaid/
unclaimed dividend amounts lying with your Company.

During FY 2024-25, the unclaimed dividend amount for more
than seven years of Rs. 15,52,264/- and Rs. 6,80,094/-
towards the unpaid dividend for the financial year 2016-17
(Final Dividend) and 2017-18 (Interim Dividend), respectively
and unclaimed matured deposits of Rs. 125,000 were
transferred to Investor Education and Protection Fund.

Pursuant to Section 124(6) of the Companies Act, 2013 and
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 and its
amendments, all shares in respect of which dividend has not
been paid or claimed for seven consecutive years or more shall
be transferred by the Company in the demat account of
Investor Education and Protection Fund (“IEPF”) Authority (the
"Authority") as per the procedure mentioned in the said Rules.
Accordingly, your Company transfered the required equity
shares to the demat account of the Authority and in terms of
the said Rules.

Members may note that unclaimed dividend and shares
transferred to the demat account of the Authority can be
claimed back by them from IEPF Authority by following the
procedure mentioned in the said Rules.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in
line with the requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013 covering all employees of the Company. The
Company has constituted the Internal Complaints Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

No case was filed under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013
during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND THE COMPANY’S
OPERATIONS IN FUTURE

Except the above NCLT order approving the Scheme of
arrangement, there are no orders passed by the regulators or
courts or tribunals impacting the going concern status and the
Company’s operations in future. There were no significant and
material orders passed by any regulator / court / tribunal
impacting the going concern status and the Company’s
operations in future.

GREEN INITIATIVES

‘Green Initiative’ undertaken by the Ministry of Corporate
Affairs, Government of India, enabling electronic delivery of
documents including the Annual Report etc. to shareholders at
their e-mail address previously registered with the DPs and
RTAs.

To support the ‘Green Initiative’, Members who have not
registered their email addresses are requested to register the
same with the Company’s Registrar and Share Transfer
Agent/Depositories for receiving all communications,
including Annual Report, Notices, Circulars, etc., from the
Company electronically.

Pursuant to the MCA, SEBI Circulars the Notice of the 45th
AGM and the Annual Report of the Company for the financial
year ended March 31, 2025 including therein the Audited
Financial Statements for the year 2024-25, are being sent only
by email to the Members.

ACKNOWLEDGMENTS

The Board places on record its appreciation of the support and
assistance of various Banks, Government Agencies, Suppliers,
valued Customers and the shareholders in particular and
looks forward to their continued support. Relations between
your Company and its employees remain cordial and the
Directors wish to express their appreciation for the co¬
operation and dedication of all employees of the Company.

On behalf of the Board of Directors
Arvind Goenka

Place: Noida Chairman

Date: May 28, 2025 DIN-00135653