DIRECTORS' REPORT

Your Directors take pleasure in presenting the 12* Annual Report together with Audited Standalone and Consolidated Financial Statements of your Company for the year ended March 31,2025.

DIVIDEND

With a view to conserve resources for future business operations of the Company,your directors do not recommend any dividend for the financial year 2024-25. This approach aims to drive stronger growth in the coming years and ultimately deliver higher returns to its shareholders.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013.

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account Accordingly, the Company has not transferred any amount to the 'Specific Reserve' for the financial year 2024-25.

The reserves of Company Stood at Rs 4071.68 (Amount in Lakhs) as on 31-03-2025 as against Rs 2,010.84 (Amount in Lakhs) as on 3103-2024.

CHANGE IN THE NATURE OF BUSINESS, IF ANY.

The Company did not change its nature of business during the financial year 2024-25.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR /STATE OF COMPANY'S AFFAIR

The Company has taken a major step forward by securing milestone projects in the Oil & Gas (CGD) sector from our valued clients

TNGCL

• Construction of CNG Stations

• Laying & Installation of CGD Pipelines

ONGC

• Installation & Laying of RTP Pipe in Cambay Asset

• Road Construction at Drill Sites

• Laying of Flow Lines

• These projects mark a significant leap in strengthening our execution capacity and reinforcing strong client relationships.

• The RTP pipeline project positions us firmly in the alternative pipeline segment.

Expansion in Civil Infrastructure

• Alongside Oil & Gas, the Company has achieved remarkable progress in civil infrastructure:

• Completion of Road Projects

• Completion of a Bridge Project

• These milestone achievements add new dimensions to our experience and will contribute to a significant revenue boost.

Focus for the Upcoming Year

1. Refinery Projects in Assam

• Targeting upcoming projects with NRL and IOCL

• Engaging with consultants to align eligibility criteria for wider local participation

2. ADB Industrial Projects - Tripura

• Asian Development Bank has approved ?800 Cr for industrial area development

• Company is actively positioning to secure key projects

3. World Bank Projects - Tripura

• World Bank to fund 13 major infrastructure projects

• Company aims to achieve a substantial share in this segment

Conclusion

This year's projects and achievements reflect our growing expertise, strong client trust, and expanding capabilities. With upcoming opportunities in refineries and international funding-backed infrastructure, the Company is set to achieve higher growth, stronger revenues, and a diversified project portfolio in the next financial year.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

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

B) Declaration Given By Independent Director(s)

Pursuant to the provision of Section 149(7) of the Act, the Company has received a declaration from each of the Independent Director that they meets the criteria of independence as provided under section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

All the Independent Directors of the Company have complied with the requirement pertaining to the inclusion of their names in the data bank of independent directors maintained by Indian Institute of Corporate Affairs and they meet the requirements of proficiency self-assessment test.

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognised and is doyen of the industry. There is an optimum mix of expertise (including financial expertise),leadership and professionalism.

C) Disclosure About the Receipt of Commission

In terms of Section 197(14) of the Act and rules made there under, during the year under review, no director has received any commission from the Company thus the said provision is not applicable to the Company.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year ended on March 31, 2025, 26 meetings of the Board of Directors were held virtually & physically in accordance with Companies Act 2013. The intervening gap between the Meetings was within the time period prescribed under the Companies Act, 2013.

04.04.2024, 20.05.2024, 24.05.2024, 27.05.2024, 03.06.2024, 11.06.2024, 14.06.2024, 15.06.24, 19.06.24, 26.06.24, 27.06.2024,

06.07.2024, 14.07.2024, 22.07.2024, 26.07.2024,10.08.2024, 29.08.2024, 21.09.2024, 09.10.2024, 29.10.2024, 22.11.2024, 06.12.2024,

12.12.2024, 04.01.2025, 05.01.2025 and 24.02.2025.

AUDITORS Statutory Auditors

At the Nineth Annual General Meeting (AGM), the Members has approved the re-appointment of M/s Kapoor Goyal & Co, Chartered Accountants (FRN:001370N ) as Statutory Auditor of the Company for the period of 5 years from the conclusion of 9^th Annual General Meeting held in the Financial year 2022-2023 till the conclusion of 14* Annual General Meeting for the Financial year 2026-27.

Secretarial Auditor

Section 204 of the Companies, Act, 2013 regarding Secretarial Audit is not applicable to the company.

Internal Auditor

The internal auditor performs an independent check of effectiveness of key controls in identified areas of internal financial control reporting. M/s Rahul R. Singh & Associates, Chartered Accountant (Name of the firm )Internal Auditor of the Company, performed his duties of internal auditor and conducted Audit of the Company during FY 2024-25.He has confirmed that the Company has an adequate internal audit system commensurate with the size and the nature of its business.

The said auditors have not reported any instance of frauds during FY 20024-25.

There were no qualifications, reservation or adverse remark or disclaimer as reported by the internal auditor of the Company for FY 2024-25.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Auditor's Reports on the Standalone and the Consolidated Financial Statements for the financial year ended March 31, 2025 does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

The provisions relating to submission of Secretarial Audit Report are not applicable to the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure liability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources are acquired economically, used.

RISK MANAGEMENT POLICY

Risks are event, situation or circumstances which may lead to negative consequences on the company's businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise-wide approach to Risk Management is being adopted by the company and key risks will now managed within unitary framework. As a formal roll-out, all business divisions and corporate function will embrace risk management policy and guidelines and make use of these in their decisions making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multibusiness, multi-site operations, over the period will become embedded into the company's business systems and processes, such that our responses to risks remain current and dynamic.

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

In terms of Section 134 (3) (g), towards inclusion of the details of particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 & Rules made thereunder in this report, the same are given in the notes to the Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Regulation 34 of the SEBI (LODR) Regulations, 2015, the separate section on Management Discussion and Analysis, as approved by the Board of Directors, which includes details on the state of affairs of the Company, forms part of this Integrated Annual Report.

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

A) Conservation of Energy: Nil

B) Technology Absorption: Nil

C) Foreign Exchange earnings and outgo: Nil

ANNUAL RETURN.

Pursuant to Section 92 and 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company which can be accessed through www.ovalproiects.com.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE

As on March 31, 2025, the Company had following subsidiary/joint venture /associate companies -

During the year, company has made disinvestment from one of its subsidiaryi.e. M/s OPEPL Fresh (P) Ltd.

As per the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Company's subsidiaries and JVs in Form AOC-1 is attached as Annexure “A” to the Board Report of the Company.

The details regarding contribution of subsidiaries to the overall performance of the Company during the Financial year have been included in Consolidated Financial statements of the Company for the Financial year 2024-25. During the financial year 2024-25 no new company became a subsidiary of the Company

The company M/s Oval Fresh Pvt. Ltd (Formerly OPEPL Fresh Pvt. Ltd.)which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in sub section (1) of section 188 entered by the Company during the financial year ended 31st March 2025 is attached in prescribed Form AOC-2 as Annexure “B” and is annexed to this report. The details of related party transaction is mentioned in Note No. 46 of Standalone Balance Sheet as on 31^st March 2025.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review. There are no depositors in the company and with reference to proviso to Section 2(viii) of Companies (Acceptance of Deposit) Rules, 2014. However, Company has received loan and advance from related party as mentioned in Note No. 46 of Standalone Balance Sheet as on 31^st March 2025.

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTTEE UNDERTHE SEXUAL HARASSMENT OF

WOMEN AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and rules made there under, your Company has adopted a Sexual Harassment Policy and constituted an Internal Complaints committee for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment.

There were no complaints regarding sexual harassment by any women employees (permanent, contractual, temporary, trainees) who are covered under this policy till the date of this report.

The summary of complaints received and disposed off up to March 31,2025 were as under:

Number of complaints received: 0 Number of complaints disposed off: 0 Number of cases pending more than 90 days: 0

PARTICULARS EMPLOYEES PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees)Rules, 1975read with Companies (Particulars of Employees Amendment) Rules 2004 and amended thereof in respect of Managerial Personnel, Directors and Employees of the Company is given below:

Notes: -

* 1. The remuneration to Non-Executive Directors consists of Sitting Fees only.

2. It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration policy of the Company.

DIRECTOR'S RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: —

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

ii) 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;

iii) 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;

iv) The directors has prepared the annual accounts on a going concern basis;

v) 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; and

vi) 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.

CAPITAL STRUCTURE OF THE COMPANY Authorized Capital

During the year 2024-25, the Company had increased its authorized share capital from Rs. 20,00,00,000 (Rupees Twenty Crores) divided into 2,00,00,000 (Two Crore) Equity share @10 each to Rs 22,00,00,000 (Rs.Twenty two Crore Only) divided into 2,20,00,000 (Two crore and twenty lakh) Equity share @ Rs. 10 each by passing an ordinary resolution at the extra ordinary general meeting held on

18.10.2024.

The Authorised Share Capital of the Company as on date of reportis Rs 22,00,00,000 (Rupees Twenty Two Crores Only) divided into 2,20,00,000 (Two Crore and twenty Lakh) Equity share @ Rs. 10 each.

Issued and Subscribed Capital

The paid up share capital of the company as on 31^st March 2025 is Rs.15,27,00,680 (Rupees Fifteen Crores Twenty Seven Lakhs And Six Hundred Eighty only) divided 1,52,70,068 (One crores fifty two lakh seventy thousand and sixty eight) Equity shares @10 each.

During the financial year 24-25, the company had issued following securities:

Post 31^st March 2025, the company issued 54,99,200 equity shares through Initial Public offering and the same was allotted on

02.09.2025.

The Paid-up Share Capital of the company as onthe date of the report is Rs. 20,76,92,680 (Rupees Twenty Crore Seventy Six Lakh Ninety Two Thousand Six Hundred Eighty) divided into 2,07,69,268 (Two Crore Seven Lakh Sixty Nine Thousand Two Hundred Sixty Eight) Equity shares @ of Rs. 10 each.

The Company has not bought back any of its securities nor issued any Sweat Equity Shares, Bonus Shares nor not provided any Stock Option Scheme to the employees during the year under review

BOARD COMMITTEES

As required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formed all the statutory committees namely, the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee and the Stakeholder's Relationship Committee.

There have been no instances where the Board of Directors did not accept the recommendations of its committees including the Audit Committee.

Detailed information about these Committees and relevant information for the year under review are given as under:

Audit Committee

The Audit Committee was constituted vide Board Resolution dated September 21, 2024. The Audit Committee is in compliance with Section 177 of the Companies Act, 2013 and Regulation 18 and Part C of Schedule II of the SEBI Listing Regulations and in accordance with Article of Association of the Company. The existing Audit Committee of the Company comprises of the following-

During the financial year ended on March 31, 2025, 04 meetings of the Audit Committee were held i.e. 22.11.2024, 12.12.2024, 04.01.2025 and 05.01.2025 virtually & physically in accordance with Companies Act 2013.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee was constituted vide Board Resolution dated September 21,2024. The Nomination and Remuneration Committee is in compliance with Section 178 of the Companies Act 2013 and Regulation 19 and Part D of Schedule II of SEBI Listing Regulations. The members of the Nomination and Remuneration Committee are:

During the financial year ended on March 31, 2025, 01 meeting of the Nomination and Remuneration Committee was held on 05.01.2025 in accordance with Companies Act 2013.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted vide Board Resolution dated September 21,2024. The Corporate Social Responsibility Committee is in compliance with Section 135 of the Companies Act 2013 read with Rule 5 of the Companies Act (Corporate Social Responsibility)Rules,2014. The members of the Corporate Social Responsibility Committee are:

The CSR Committee has been entrusted with the prime responsibility of recommending to the Board, the CSR activities to be undertaken by the Company in terms of CSR Policy, the amount of expenditure to be incurred and monitoring the implementation of the framework of the CSR Policy. The CSR policy of the Company has been provided on the Company's website at www.ovalproiects.com.

The details is mentioned in Annexure “C” of the Board Report.

During the financial year ended on March 31, 2025, 01 meeting of the CSR Committee was held on 05.01.2025 in accordance with Companies Act 2013.

Stakeholder's Relationship Committee

The Stakeholders Relationship Committee was constituted vide Board Resolution dated September 21, 2024. The Nomination and Remuneration Committee is in compliance with Section 178(5)of the Companies Act 2013 and Regulation 20 and Part D of Schedule II of SEBI Listing Regulations. The members of the Nomination and Remuneration Committee are:

During the financial year ended on March 31, 2025, 01 meeting of the Stakeholders Relationship Committee was held on 20.03.2025 physically in accordance with Companies Act 2013.

MEETING OF INDEPENDENT DIRECTORS

During the financial year 2024-25, the meeting of Independent Director was held on 31“January, 2025, to review the performance of Non-Independent Director. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM

Pursuant to Section 177 of the Companies Act, the Board has adopted vigil mechanism in the form of Whistle Blower Policy for the Directors and Employees of the Company to deal with instances of fraud or mismanagement, if any. The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour. The Company had adopted a Code of conduct for Directors and Senior Management Executives (“the Code”), which lays down the principles and standards that should govern their actions. The Policy regarding the same can be accessed at the website of the company.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy.

The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of Directors of the Company for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board of Directors was evaluated by seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of committee

meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. In a separate meeting of Independent Directors, performance of Non Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of Executive and Non-Executive Directors.

The Board of Directors and the Nomination and Remuneration Committee(NRC) reviewed the performance of individual directors on the basis of criteria such as contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act, 2013 and accordingly such accounts and records are not made and maintained .

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS

There are no significant and material orders passed by the Regulators/Court/Tribunals against the company impacting the going concern status and company's operations in future.

FRAUD REPORTING

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed there under.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review no application has been made or no proceeding has been pending under the Insolvency and Bankruptcy Code, 2016.

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

During the year under review, there has been no one time settlement of loans taken from Banks & Financial Institutions.

HUMAN RESOURCES

Company treats its “human resources” as one of its most important assets.

Company continuously invests in attraction, retention and development of talent on an ongoing basis. Team works is the first priority in any project execution. Existence Manpower in the company is a combination of Experienced and Fresher. Company continuously recruiting fresher candidate and giving on Job training at fields through the existing experienced Manpower. Company thrust is on the promotion of talent internally through job rotation and job enlargement

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT,1961

The Company has complied with the applicable provision of the Maternity Benefit Act,1961. It has ensured that all eligible female employee(s) are extended the benefit mandated under the act, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The company remained committed to providing a safe, supporting, and inclusive work environment and continues to implement policies that support the health and well-being of women employee, especially during maternity and post — maternity periods.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETING AND GENERAL MEETING

The Institute of Company Secretaries of India has currently mandated compliance with the Secretarial Standards on board meetings and general meetings. During the year under review, the Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (listing Obligations & disclosure Requirements) Regulations, 2015 relevant circular(s) issued by the Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India(SEBI) in this regard. The instruction(s) for “remote e-voting” and “e-voting” during the AGM for ensuing Annual General Meeting is also provided with notice to shareholders of this Annual Report.

PREVENTION OF INSIDERTRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code 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 Code of Conduct toregulate, monitor and report Insider trading is uploaded on the Company's website: www.ovalprolects.com

ACKNOWLEDGEMENTS

On behalf of the Directors of the Company, we would like to place on record our deep appreciation to our shareholders, customers, business partners, vendors, bankers, financial institutions and academic institutions for all the support rendered during the year.

The Directors are thankful to the Government of India, the various ministries of the State Governments, the Central and State Regulatory authorities, communities in the neighborhood of our operations, local authorities in areas where we are operational in India; as also partners, governments and stakeholders where the Company operates, for all the support rendered during the year.

Finally, we appreciate and value the contributions made by all our employees and their families for making the Company what it is. Your company's employees are instrumental to your company achieving higher business goals. Your directors place on record their deep admiration of the commitment and contribution of your company's employees. Your support as shareholders is greatly valued. Your directors thank you and look forward to your continuance support.