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

PERFORMANCE AT A GLANCE: (? in Lakhs)

DIVIDEND

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

TRANSFER TO RESERVES:

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

BUSINESS OPERATIONS:

There was a gross income of ' 963.27 Lakhs during the year under review (previous year- ' 1703.12
Lakhs). The depreciation for the year under review amounted to ' 132.03 Lakhs as against ' 151.94
Lakhs in the corresponding period of the previous year. Loss Before Tax was ' 449.41 Lakhs during
the year under review as against loss Before Tax of ' 114.92 Lakhs during the previous year.
Similarly there was a loss of' 439.06 Lakhs (After Tax) during the year under review as against a loss
of ' 102.52 Lakhs (After Tax) during the previous year.

MARKET SCENARIO

Your Company is mainly involved in manufacturing and trading of Wedding Invitation Cards,
Greeting Cards, Visiting Cards, Office Envelopes, Cloth-lined Covers, Student Notebooks, Account
Books, Files, etc. Your Company is also involved in the trading of the items like Screen-Offset Inks.
Small players in the nearby location where your company is situated are creating severe competition
due to their less overheads and less taxes due to their small volume of business. The business of
wedding and greeting cards Industry is drastically affected due to electronic means of invitations for
all sorts of functions and occasions.

MANAGEMENT DISCUSSION AND ANALYSIS

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

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

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

ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

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

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

1. Composition of the Board and Committee.

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

3. Availability of information to the Board and Committee.

4. Effective conduct of Board and Committee meetings.

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

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

1. Attendance at the meetings.

2. Understanding and knowledge of the entity.

3. Maintaining confidentiality ofthe entity.

4. Maintaining confidentiality of Board discussion.

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

EXTRACT OFANNUALRETURN:

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

DIRECTORS AND KEY MANAGEMENT PERSONNAL:

In accordance with Section 152 of the Companies Act, 2013 Mrs. S. Jarina (DIN: 00269434) will retire
by rotation at the ensuing Annual General Meeting. She being eligible offers herself for re¬
appointment. The subject forms part of the Ordinary Business in the Notice of the 33^rd Annual General
Meeting.

Mr. Alagarsamy Uthandan (DIN:07847682) who was appointed as an Independent Director and who
holds office of Independent Director upto 9^th June, 2026 and being eligible, is proposed to be re¬
appointed as Independent Director of the company not liable to retire by rotation for a second term of 5
(five) consequent years with effect from 10^th June, 2026 upto 9^th June, 2031 on the Board of the
company.The subject forms part of the Special Business-Special Resolution in the Notice of the 33^rd
Annual General Meeting.

Mr. K.Meyyanathan, Independent Director (DIN:07845698) resigned on his personal grounds with
effect from 30^th September, 2024. Mr. N. Sridharan (DIN:01476574) was appointed as an
Independent Director for a period of five years with effect from 6^th November, 2024 in the Extra¬
Ordinary General Meeting held on 6^th November, 2024.

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

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

2. Mr.R. Dhanasekharan, Chief Financial Officer

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

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

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

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

No employee of the Company was in receipt of remuneration during the financial year 2024-25 in
excess of the sum prescribed under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

NUMBER OF MEETINGS OF BOARD:

The details of number of meetings of Board of Directors are included as a part of Corporate
Governance Report. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013. The Board met five times on 29^th May, 2024; 14^thAugust,2024; 13^th
October, 2024; 14^th November, 2024 and 14^th February, 2025.

BOARD MEETINGS

AUDIT COMMITTEE MEETING

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

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

The Composition & Activities are as follows:

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

POLICIES OF THE BOARD:

WHISTLE BLOWER POLICY:

WHISTLE BLOWER POLICY (POLICY ON VIGIL MECHANISM)

As per Section 177(9) of the Companies Act, 2013 read with relevant Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
established a vigil mechanism overseen by the Audit Committee. The Policy ensures that

while

discrimination will be meted out to any person for a genuinely raised concern. This has been
uploaded in the Company’s website. No complaint under this facility was received in the

financial year 2024-25. There has been no change to the Whistle Blower Policy adopted by the
Company during FY 2024-2025.

REMUNERATION POLICY:

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

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

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

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

SALIENT FEATURES OF REMUNERATION POLICY:

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

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

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

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

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

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

RISK MANAGEMENT POLICY:

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

RELATED PARTY TRANSACTION POLICY

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

INSIDER TRADING POLICY:

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

AUDITORS AND THEIR REPORT:

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

AUDIT QUALIFICATIONS AND IMPACT - REPLY BY MANAGEMENT:

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

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

COST AUDIT

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

SECRETARIAL AUDIT:

Pursuant to Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. M. Keerthana,
Practicing Company Secretary, M.No.63005 (COP No.26186) to undertake the Secretarial Audit ofthe
Company for Financial Year 2024-25.

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

PUBLIC DEPOSITS

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

SIGNIFICANT & MATERIAL ORDERS:

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

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

CORPORATE SOCIAL RESPONSIBILTY:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

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

FORMAL ANNUAL EVALUATION:

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

The Performance evaluation of the Independent Directors was carried out by the entire Board and the
Performance evaluation of the Managing Director and the Executive Director was carried out by the
Independent directors at their meeting held on 14^th February, 2025.

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

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

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

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

REPORT ON CORPORATE GOVERNANCE

As required by Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the auditors' certificate on Corporate Governance is
enclosed as Annexure-VI to the Board's Report. The Auditors' Certificate for the financial
year 2024-25 has qualified opinion and details are given in the Secretarial Audit Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, and according to the information and explanations
obtained by them, your Directors make the following statement in terms of Section 134(5) of
the Companies Act, 2013. The Directors confirm that

(a) In preparation of the annual accounts for the Financial Year ended March 31, 2025, the
applicable Accounting Standards have been followed.

(b) They have selected such Accounting Policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year and of the Loss of the
Company for that period.

(c) They have taken proper and sufficient care towards the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities.

(d) They have prepared the annual accounts on a going concern basis.

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

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

SUCCESSION PLANNING:

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

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

Sl.No. Name ' Per Month

1. Mr. A.Mohamed Ali 44,000/-

2. Mr. SundaramurthyPonnuvel 39,000/-

3. Mr. D.MarudhuPandi 30,000

4. Mr. Raja M.R. 30,000/-

5. Mr. G. Jayakanthan 30,000/-

6. Mr. S .R.Sarasbabu 30,000/-

7. Mr. M. Kathirasan 26,560/-

8. Mr.Thameemmul Ansari AbulKasim 26,340/-

9. Mr. V.S. Ganshan 25,500/-

10. Mr. V. Ravindran 24,560/-

DUES TO SMALL, MEDIUM & MICRO ENTERPRISES:

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

1. ADWELL INTERNATIONAL PVT LTD ' 3,74,639

2. RANI'S TRADING CENTRE ' 22,85,975

3. WILSON GREETINGS PVT LTD ' 1,10,317

' 27,70,931

SECRETARIAL STANDARDS OF ICSI:

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

LISTING FEES:

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

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board

Place: Chennai N. MOHAMED FAIZAL (DIN:00269448),

Date: 14^th August, 2025 CHAIRMAN

S. JARINA (DIN: 00269434),

WOMAN DIRECTOR