TO THE MEMBERS OF OASIS SECURITIES LIMITED

The Board of Directors present their 38^th Annual Report of Oasis Securities Limited ("the Company") along with the audited financial statements for the financial year ended March 31, 2025.

The summary of the financial results of the Company for the year ended March 31, 2025, are as follows:

The previous promoters of the Company, Oasis Securities Ltd., entered into a Share Purchase Agreement (SPA) with Mr. Rajesh Kumar Sodhani, Ms. Priya Sodhani, and Mr. Gyan Chand Jain for the sale of 13,06,951 fully paid-up equity shares, constituting 70.65% of the total paid-up share capital and voting rights of the Company.

In accordance with the terms of the SPA, an application was submitted to the Reserve Bank of India (RBI), Mumbai Regional Office, seeking approval for the proposed change in control and management of the Company. The RBI granted its approval vide Letter No. CO.DOS.DSD.No. S1420/02-13-001/2024-25 dated May 24, 2024.

Following the RBI's approval, the acquirers proceeded with the Open Offer in compliance with the

SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. Upon successful completion of the Open Offer process, the change in management of the Company was duly implemented.

Further, during the year under review, the Company recorded revenue of Rs. 167.27 Lakhs, as compared to Rs. 381.25 Lakhs in the previous financial year. After meeting administrative and tax expenses, the Company reported a net profit of Rs. 86.79 Lakhs, against Rs. 141.51 Lakhs in the preceding year.

During the Period under review, pursuant to Section 134(3)(J) of the Companies Act, 2013 and Section 45-IC (1) of Reserve Bank of India (‘RBI') Act, 1934 the Company has transferred amounts in the Reserves

There have been no material changes affecting the financial position of the Company, after the closure of FY 2024-25 till the date of this Report.

The Board of your Company decided not to transfer any amount to the General Reserve and retain the entire amount of profit under Retained Earnings. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2025, please refer to the ‘Statement of Changes in Equity' included in the standalone financial statements of this Annual Report.

Additionally, to conserve the resources of the company and requirement of working capital, Directors do not recommend any dividend for the year under consideration.

SHARE CAPITAL

During the year under review, the Company undertook a sub-division (stock split) of its equity shares to improve liquidity, making the shares more affordable for small investors, and to widen the shareholder base. Pursuant to the approval of the Members, each equity share of face value of Rs. 10/- (Rupees Ten only) was sub-divided into face value of Re. 1/- (Rupee One only) each.

As on March 31, 2025, the authorised share capital of the Company stood at Rs. 5,00,00,000/- (Rupees Five Crores only) divided into 5,00,00,000 equity shares of face value of Re. 1/- each. The issued, subscribed and paid-up share capital of the Company stood at Rs. 1,85,00,000/- (Rupees One Crore Eighty-Five Lakhs only) divided into 1,85,00,000equity shares of face value of Re. 1/- each.

During FY 2024-25, the Company has not issued any shares, securities / instruments convertible into equity shares, sweat equity shares and shares with differential voting rights.

The Board plays crucial role in overseeing how the management serves the short and long term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board of Directors and keep our governance practices under continuous review.

As on March 31, 2025 the total Board strength comprises of 6 (Six) including 2 (Two) Executive, 2 (Two) Non-Executive and 2 (Two) Independent Directors:

During the period under review, the following changes have occurred in the constitution of board of

Directors and KMP's:

In accordance with the provisions of Section 152 of the Act read with Articles of Association, Mr. Gyan Chand Jain (DIN: 01220412), Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) in accordance with Section 152(6) of the Companies Act, 2013 and he is eligible for re-appointment.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following individuals have been designated as Key Managerial Personnel (KMP) of the Company:

In compliance of Section 149 of Companies Act, 2013, a separate meeting of Independent Directors was held on February 15, 2025 inter alia, to discuss

a. Review of the performance of Non-Independent Directors and the Board of Directors as a whole. b. Review of the performance of the Chairman of the Company taking into account the views of the

Executive and Non-Executive Directors. c. Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Attendance of Independent Directors at the meeting held on February 15, 2025 is given hereunder:

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Independent Directors have also confirmed that they have complied with the Company's code of conduct prescribed in Schedule IV to the Companies Act, 2013.

It is to be further noted that and per the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (as amended from time to time), every Independent Director appointed in the company required to clear the online proficiency self-assessment test conducted by the institute within a period of two years from the date of inclusion of his/her name in the data bank, failing which, his/her name shall stand removed from the databank of the Institute. In accordance to the said, all the Independent Directors of the company have registered their name as Independent

Directors in Database of IICA and shall appear in the online proficiency self-assessment test within the specified period.

During the Financial Year, the Company held 08 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between the two meetings.

The Audit Committee of the Company comprises of 2 (Two) Non-Executive Independent Directors and One Executive Director and is constituted in accordance with the requirements of the Companies Act 2013. All the members of the committee are financially literate and possess thorough knowledge of accounting principles. The board has accepted the recommendations of the Audit Committee.

The composition of the Committee and attendance of the members at the meetings of the Committee is as under:

Further, pursuant to the change in the composition of the Board of Directors, the Audit Committee has been reconstituted in compliance with the provisions of the Companies Act, 2013. The revised composition of the Committee and the attendance of its members at the meetings are as follows:

Furthermore, due to the resignation of Mr. Dinesh Kumar Bhattar, the Committee was reconstituted. The composition of the Audit Committee as on March 31, 2025, is as follows:

The Nomination and Remuneration Committee of the Company comprises of 3 (Three) Non-Executive Independent Directors and is constituted in accordance with the requirements of the Companies Act 2013. All the members of the committee are financially literate and possess thorough knowledge of accounting principles. The board has accepted the recommendations of the Nomination and Remuneration Committee.

The composition of the Committee and attendance of the members at the meetings of the Committee is as under:

Further, pursuant to the change in the composition of the Board of Directors, the Nomination and Remuneration Committee has been reconstituted in compliance with the provisions of the Companies Act, 2013. The revised composition of the Committee and the attendance of its members at the meetings are as follows:

Furthermore, due to the resignation of Mr. Dinesh Kumar Bhattar, the Committee was reconstituted. The composition of the Nomination and Remuneration Committee as on March 31, 2025, is as follows:

The Stakeholder Relationship Committee of the Company comprises of 3 (Three) Directors. The composition of the Committee and attendance of the members at the meetings of the Committee is as under:

Further, pursuant to the change in the composition of the Board of Directors, the Stakeholder Relationship Committee has been reconstituted. The revised composition of the Committee and the attendance of its members at the meetings are as follows:

Furthermore, due to the resignation of Mr. Dinesh Kumar Bhattar, the Committee was reconstituted. The composition of the Committee as on March 31, 2025 and attendance of the members at the meetings of the Committee is as under:

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are not applicable to the Company for the financial year under review.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) Mechanism formulated by the Company provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/Chairman of the Audit Committee in exceptional cases. The revised policy is placed on the website of the Company which includes provisions enabling employees to report instances of leak of unpublished price sensitive information as per Reg.9A, Sub Reg.6 of SEBI (Prohibition of Insider Trading) Regulations, 2015. Web link: www.oasiscaps.com.

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, and senior management are placed on the website of the Company i.e. www.oasiscaps.com.

There has been no change in the policies since the last fiscal year.

The Board of Directors affirms that the remuneration paid to the directors is as per the terms laid out in the Remuneration Policy of the Company.

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period; c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors had prepared the annual accounts on a going concern basis; and e) Company being unlisted sub clause (e) of section 134(5) is not applicable. f) 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.

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

a) Providing assurance regarding the effectiveness and efficiency of operations b) Efficient use and safe guarding of resources c) Compliance with policies, procedures and applicable laws and regulations and d) Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations against budgets on an on-going basis.

The internal auditor also regularly reviews the adequacy of internal financial control system.

The company does not have any subsidiary, Associate and Joint venture Company.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Company's website on www.oasiscaps.com.

STATUTORY AUDITOR AND REPORT THEREON

At the 37^th Annual General Meeting held on September 18, 2024, the Members approved appointment of M/s Rajvanshi & Associates, Chartered Accountants, (FRN: 005069C) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of this Annual General Meeting till the conclusion of Annual General Meeting to be held for the Financial Year 2028-29.

Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter-alia, that their reappointment would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such appointment under the provisions of applicable laws.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.

During the review under Section 143 (12) of the Companies Act, 2013, the statutory auditor has not reported instances of fraud committed against the Company by its officers or employees to the audit committee, the details of which would need to be mentioned in the Board's report.

SECRETARIAL AUDITOR AND REPORT THEREON

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the Board had appointed M/s ARMS & Associates LLP, Company Secretaries, as Secretarial Auditor to undertake the Secretarial Audit of the Company for the FY 2024-25.

Further, pursuant to the provisions of Regulation 24A of the Listing Regulations and in accordance with Section 204 of the Act, basis recommendation of the Board, the Company is required to appoint Secretarial Auditor, with the approval of the Members at its AGM.

In light of the aforesaid, the Board of the Company has recommended the appointment of M/s ARMS & Associates LLP, Company Secretaries (Firm Registration Number P2011RJ023700) as the Secretarial Auditor of the Company for a period of 5 (five) consecutive financial years i.e. from FY 2025-26 up to FY 2029-30, subject to approval of the Members at the ensuing AGM of the Company, to undertake Secretarial Audit as required under the Act and Listing Regulations and issue the necessary Secretarial Audit Report for the aforesaid period.

Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India ("ICSI") and hold valid certificate issued by the Peer Review Board of ICSI.

The Secretarial Audit Report of the Company issued by the Secretarial Auditor has been appended as

Annexure I to this Board's Report.

There is no adverse remark, qualifications or reservation in the Secretarial Audit Report of the Company.

INTERNAL AUDITOR AND REPORT THEREON

The Board at its Meeting held on November 06, 2024 had appointed M/s Bhatter & Company as the Internal Auditors of the Company.

The periodic reports of the said Internal Auditors are regularly placed and reviewed by the Audit Committee and Board of Directors. The periodic Internal Audit Report received for the financial Year 2024-2025 is free from any qualification, further the notes on accounts are self-explanatory and the observations were looked into by the management.

During the financial year 2024-2025, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

In view of the nature of the Company's business as a Non-Banking Financial Company (NBFC), the particulars relating to conservation of energy and technology absorption are not applicable. However, the Company continues to take appropriate measures to conserve energy across its operations."

There were no foreign exchange earnings or outgo during the year under report.

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as

Annexure II.

The Company has not accepted any deposits from public during the year.

The Company has not received any significant and material orders, passed by the regulators and courts or tribunal that materially impacts the ongoing status of the Company and its future operations.

The Company has not given any loans or guarantees or made investments pursuant to the provisions of the Section 186 of the Companies Act, 2013 during the year under report.

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

All contracts/ arrangements/ transactions entered by the Company during the FY 2024-25 with related parties were on an arm's length basis and in the ordinary course of business and approved by the Audit Committee and omnibus approval were obtained, where applicable.

During the year under review, there has been no materially significant Related Party Transactions having potential conflict with the interest of the Company. Necessary disclosures required under the AS 18 have been made in the Notes to the Financial Statements for the year ended March 31, 2025.

An annual evaluation of the Board's own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:

In order to prevent sexual harassment of women at workplace "The Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013" was notified on December 09, 2013, under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee.

In terms of the provisions of the said Act, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace.

Company has formed an "Internal Complaints Committee" for prevention and redressal of sexual harassment at Workplace. The Committee is having requisite members and is chaired by a senior woman member of the organization. The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25:

The Company has paid the listing fees to BSE Ltd. for the year 2025-2026.

DISCLOSURE UNDER THE MATERNITY BENEFIT (AMENDMENT) ACT, 2017

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which ensures maternity benefits to women employees as per applicable law. During the financial year ended March 31, 2025, the provisions of the Act were applicable to the Company; however, no instances arose wherein maternity benefits were availed by any woman employee of the Company.

The Company remains committed to providing a safe, inclusive, and supportive work environment for all employees, in line with applicable laws and best practices.

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website. The web link is www.oasiscaps.com.

The shareholders are advised to refer to the separate section on the Management Discussion and Analysis in this Report as Annexure III.

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate

Governance is not applicable to the Company.

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities of the Company.

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 directors express their earnest gratitude to all the customers, business partners, bankers, and auditors for their continued support and association with the Company. We also wish to thank the Government and all statutory authorities for their unwavering support and co-operation and place on record our appreciation of the dedication and hard work of the employees, individually and collectively, in the overall progress of the Company during the year.

The directors would like to particularly thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.