The Directors of your Company have immense pleasure in presenting the 36^th Annual Report on the
business and operations of the company and the audited accounts for the Financial Year ended 31^st March,
2025.

FINANCIAL RESULTS

The Company’s financial performance standalone and Consolidated for the year ended 31^st March, 2025 is
summarized below:

STATUS OF COMPANY’S AFFAIRS /BUSINESS OPERATIONS

During the year under review, the Standalone Turnover of the Company stood at Rs. 8,349.84 lakhs, as
compared to Rs. 14,508.07 lakhs in the previous financial year. On a Consolidated basis, the Turnover
was Rs. 16,779.04 lakhs, compared to Rs. 18,456.06 lakhs in the preceding year.

The Company reported a Standalone Net Profit of Rs. 34.90 lakhs, as against a Net Profit of Rs. 574.35
lakhs in the previous year.

A detailed analysis of the Company’s operational performance, key developments, and future outlook
is provided in the Management Discussion and Analysis section of this Annual Report.

TRANSFER TO RESERVE

During the year under review, your Company has not transferred any amount to general reserves from the
current year's profit. Amount is retained to meet the operations and growth prospects of the Company.

DIVIDEND

To conserve the surplus reserves for the business and expansion plan of the Company, your Directors
regret their inability to recommend any dividend.

TRANSFER TO IEPF

During the Financial year 2024-25, no amount was transferred to IEPF.

INDEPENDENT DIRECTORS

Declaration given by Independent Directors meeting the criteria of Independence as provided in sub¬
section (6) of Section 149 of the Companies Act, 2013 is received and taken on record.

STATUTORY AUDITORS

The Report of the Statutory Auditors for the year ended 31st March, 2025 forms part of this Annual
Report. The Report is free from any qualifications, reservations or disclaimers. Observations therein are
self-explanatory.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes occurred in the composition of Board of directors/KMP
of the Company.

a) Mr Raghav Handa (DIN: 08174904) has been resigned from the post of Whole Time Director w.e.f 30^th
^^—.Decemher, 2024.

b) Second tenure of 5 years of Independent Director Mr Shalabh Jasoria (DIN: 00194871) has been ended
on 30^th September, 2024.

c) Ms Meenu Goswami has been resigned from the post of Company Secretary and Compliance Officer
w.e.f 28^th May, 2025.

d) Mr Yaspal Singh has been appointed as Company Secretary and Compliance Officer w.e. f 3 ^rd June,
2025.

c) In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Rajan Handa,
Director will retire by rotation at the forthcoming AGM of Company and being eligible, offers himself for
reappointment.

INTERNAL FINANCIAL CONTROLS FOR FINANCIAL STATEMENTS

The company has in place adequate internal financial controls with reference to the financial statements
and no significant weakness was found in the implementation of controls during the year under review.
The Board has adopted policies and procedures for governance of orderly and efficient conduct of its
business, including adherence to the Company’s policies, safeguarding its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and timely
preparation of reliable financial disclosures. The Company’s internal control system commensurate with
the nature of its business, size and complexity of its operations. The Audit Committee periodically
reviews the adequacy of internal financial controls.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review. No amount on
account of principal or interest on deposits from public was outstanding as on 31^st March, 2025.

ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 (‘the Act’) read with the
Companies (Management and Administration) Rules, 2014, the annual return for FY 2024-25 (under the
revised format), which will be filed with Registrar of Companies/MCA, will be uploaded on the
Company's website and can be accessed at www.okplay.in .

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions are entered on arm’s length basis in the ordinary course of business and are
in compliance with the applicable provisions of the Companies Act, 2013 and the listing regulations.
There are no materially significant related party transactions made by the Company with Promoters,
Directors or KMP etc. which may have potential conflict with the interest of the Company at large which
warrants the approval of shareholders. All related party transactions are reported to the Audit Committee.
Details of all related party transactions are reported to the Audit Committee for scrutiny/ review and
referred for approval of the Board on a quarterly basis. Accordingly, the disclosure of related party
transactions as required under Section 134 (3)(h) of the Companies Act,2013 in Form AOC-2 forms part
of the Annual Report. Omnibus approval is obtained for the transactions which are foreseen and repetitive
in nature. Transactions with related parties are conducted in a transparent manner with the interest of the
Company as utmost priority. Details of such transactions are given in the accompanying Financial
Statements. The Company’s policy on Related Party Transactions is available at our website
www.okplay.in.

RISK MANAGEMENT

The Company has a risk management mechanism in place to identify, evaluate, monitor and manage both
business and non-business risks through the oversight of Board, senior management personnel and
external advisors. The risk identified by the Company broadly fall in the category of operational risk,
regulatory risk, financial & accounting risk. The Company has an elaborate Risk Charter and risk policy
defining risk management governance model, risk assessment and prioritization process. The objective of
the mechanism is to minimize the impact of various risks identified, advance actions to mitigate it,
monitor and report effectiveness of the process and procedures. In the opinion of the Board, none of the
said risks which have been identified may threaten the existence of the Company and controls. The Audit
Committee has additional oversight in the area of financial risk.

LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013

Particulars of Loans, Guarantees and Investments forms part of the Annual Report.

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

Statutory disclosures as required under Section 134 of the Companies Act, 2013, Particulars relating to
Conservation of Energy, technology absorption, foreign exchange earnings and outgo are given in
Annexure - I which forms part of the report.

MATERIAL CHANGES AND COMMITMENTS

There have not been any 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 statement relate and the date of report.

EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION, ADVERSE REMARK OR DISCLAIMER BY THE STATUTORY AUDITOR
OR SECRETARIAL AUDITOR

The Statutory Auditors of the company have given an unqualified Audit report (Standalone &
Consolidated) for the financial year 2024-25.

The Board of Directors appointed Mr. Puneet Kumar Pandey, Company Secretary (COP- 10913), for
conducting Secretarial Audit for the financial year 2024-25. Copy of Secretarial Audit Report is annexed
as Annexure-II of this report.

Observation by Secretarial Auditor:

The Company has paid requisite fee for filing delay in Trading application to stock exchange/s within 7
working days from the date of grant of listing approval by the stock exchanges.

Reply by the company:

(i) Penalty laid by BSE has been paid by the company.

Further Auditors and Secretarial Auditors have not observed / reported any fraud which is reportable.
INTERNAL AUDITOR

The Board of Directors appointed M/s Shalini Grover & Co., Company Secretaries as Internal Auditor for
the Financial Year 2024-25. 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. Internal Auditors have submitted their Report to the Chairman of
the Audit Committee and this was further reviewed by Management and taken on record.

CEO/CFO CERTIFICATION

Mr. Rishab Handa, CFO and Mr. Rajan Handa, Managing Director of the Company have certified to the
Board that all the requirements of the Listing Obligations, inter alia, dealing with the review of financial
statements and Cash flow statement for the year ended 31^st March, 2025, transactions entered into by the
Company during the said year, their responsibility for establishing and maintaining internal control
systems for financial reporting and evaluation of the effectiveness of the internal control system and
making of necessary disclosures to the Auditors and the Audit Committee have been duly complied with.

CORPORATE GOVERANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Corporate Governance stems from the belief and realization that corporate citizenship has a set of
responsibilities, which must be fulfilled for a company to progress and succeed over the long term. In
compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Management Discussion and Analysis and a Report on Corporate Governance along with Certificate from
Auditors regarding compliance of conditions of Corporate Governance is annexed as Annexure- IV to the
Directors’ Report.

A declaration by the Managing Director regarding the compliance with the Code of Conduct also forms
part of this Annual Report.

NUMBER OF THE MEETINGS OF THE BOARD & ATTENDANCE OF DIRECTORS

There were Twenty Six Board Meetings held during the Financial Year 2024-25. Details of the same
forms part of the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

OK Play is a socially conscious and responsible company supporting organizations working in
conservation, education, environmental, management, sustainable development and humanitarian affairs.
Provision relating to Corporate Social Responsibility is not applicable to the company during the
Financial Year 2024-25.

DISCLOSURE ON BOARD COMMITTEES

Details already provided in the Corporate Governance Section of this Annual report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adhered to the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

• Number of sexual harassment complaints received during the year: Nil

• Number of complaints disposed of within the year: Nil

• Number of cases pending for more than 90 days: Nil

VIGIL MECHANISM

Details already provided in the Corporate Governance Section of this Annual report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/
TRIBUNALS

The company has not received any order from the Courts, regulators or tribunals impacting the going
concern status and company’s operation in future.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014, the Company has prepared Consolidated Financial Statements as per Indian
Accounting Standards. The Audited Consolidated Financial Statements along with Auditors’ Report
thereon forms part of this Annual Report.

SUBSIDIARY COMPANY

Details of subsidiary Companies and their business operation during the year under review are covered in
the Annual Report. Report on the performance and financial position of the subsidiaries as per the
provisions of the Companies Act, 2013, is included in this report and hence not repeated here for the sake
of brevity.

The Policy for determining material subsidiaries may be accessed on the Company’s website.

The Company will make available the annual accounts of the subsidiary and the related detailed
information to any member of the Company who may be interested in obtaining the same. The annual
accounts of the subsidiary are also available on website of the Company and are open for inspection at the
Registered Office of the Company. The Consolidated Financial statements presented by the Company
include the financial results of its subsidiary companies. Copy of Annual Report of the Company is
available on the website of the Company.

PARTICULARS OF EMPLOYEES

The Table containing the names and other particulars of employees in accordance with the provisions of
Section 197(1), of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure-III to this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors confirm that:

• in the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

• 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 as at March 31^st, 2025 and of the Profit of the company for the year ended
on that date;

• the Directors had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

• the Directors had prepared the annual accounts on a going concern basis; and

• 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

• the Directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
-'Ý^"'India on Meetings of the Board of Directors and General Meetings.

COST RECORDS

During the year under review, M/s Goyal, Goyal & Associates, Cost Accountants (FRN-000100) was
appointed as Cost Auditors for the Financial Year 2024-25.In terms of Section 148(1) and other applicable
provisions, if any, of the Companies Act, 2013 and rules made thereunder, the Company is required to
maintain Cost records of the Company and accordingly such accounts and records are made and
maintained.

REMUNERATION POLICY

The Board has framed a policy for selection and appointment of Directors, senior management and their
remuneration. The Policy is uploaded on Company’s website.

Key principles governing the Remuneration Policy are as follows:

• Market competitiveness

• Role played by the individual

• Reflective of size of the Company, complexity of the sector/ industry/ Company’s operations and the
Company’s capacity to pay

• Consistent with recognized best practices; and

• Aligned to any regulatory requirements.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR

In terms of the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing
Regulations, the Nomination and Remuneration Committee has formulated the criteria for determining
qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications: The Board nomination process encourages diversity of thought, experience, knowledge,
age and gender. It also ensures that the Board has an appropriate blend of functional and industry
experience.

Positive Attributes: Apart from the duties of Directors as prescribed in the Companies Act, 2013, the
Directors are expected to demonstrate high standards of ethical behavior, communication skills and
independence in judgement. The Directors are also expected to abide by the respective Code of Conduct
as applicable to them.

Independence: A Director will be considered independent if he/ she meets the criteria laid down in
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

HUMAN RELATIONS

Your Company continues to enjoy cordial relations amongst all its employees. In this pursuit of creating
its own management cadre, your company has recruited executives and staff at various levels, including
senior management positions during the year.

INDUSTRIAL RELATIONS

During the year, your company maintained harmonious and cordial industrial relations.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the
Board has carried out an Annual Performance Evaluation of its own performance, Directors individually
and that of its Committees. The evaluation of Non-independent Directors, Chairman and the Board as a
whole was done at a separate meeting held by Independent Directors. The performance evaluation of
Independent Directors was done by the entire Board, excluding Directors being evaluated.

DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the
company under the Insolvency and Bankruptcy Code, 2016.

DISCLOSURE ON RECEIPT OF COMMISSION BY MANAGING DIRECTOR/ WHOLE TIME
DIRECTOR AS PER SECTION 197(14) OF THE COMPANIES ACT, 2013

No Commission was paid during the Financial Year 2024-25 to any of the Director.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from banks and
financial institutions.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following
items as there were no transactions on these items during the year under review;

1.. There was no change in the nature of business of the Company.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

ACKNOWLEDGEMENT

The Board of Directors wishes to place their appreciation of the company’s clients, vendors, bankers, and
investors for their continued support during the year. Your Directors also wish to place on record their
deep appreciation of the dedication and contribution made by employees at all levels, who through their
competence, hard work and support have enabled the company to work efficiently and look forward to
their continued support in future as well.

By Order of the Board of Directors
For OK PLAY INDIA LTD.

Rajan Handa Mamta Handa

Date: 5^th September,2025 ^Managⁱⁿg ^{Director Whole Time Director}

Place: Haryana ’ ^DIN: ^{00194590 DIN}: ^00238019