The Directors of your Company have immense pleasure in presenting the 35 ^th Annual Report on the business and operations of the company and the audited accounts for the Financial Year ended 31^st March, 2024.

FINANCIAL RESULTS

The Company’s financial performance, for the year ended 31^st March, 2024 is summarized below:

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STATUS OF COMPANY’S AFFAIRS /BUSINESS OPERATIONS

The turnover of the company for the year under review stands at Rs. 14508.07 lacs as compared to Rs. 13280.27 Lacs of the last year. There has been an increase of 9.24 % in the turnover of the Company. Further the Company earned a net profit of Rs 574.34 lakhs as compared to the net loss of (Rs390.08 Lacs) of the last year.

A detailed review of the company’s performance and future prospects is included in the Management Discussion and analysis section of this Annual Report.

TRANSFER TO RESERVE

The Net Profit of Rs 574.35 lakhs has been transferred to General Reserve during the year under review.

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 2023-24, 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, 2024 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 Pankaj Kalra (DIN: 07219227) has been appointed as Independent Director w.e.f 1^st October, 2024.

b) Second tenure of 5 years of Independent Director Mr Ajay Vohra (DIN: 03332920) has been ended on 30^th September,2024.

c) In accordance with the provisions of Section 152 of the Companies Act, 2013, Dr. Rajan Wadhera, 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, 2024.

ANNUAL RETURN

In terms of provisions of Section 92, 134(3)(a) of the Companies Act,2013 read with Rule 12 of Companies Act,2013 read with rule 12 of Companies (Management and Administration) Rules,2014, the draft of the Annual Return having all the available information of the Company as on 31 March,2024 is available on the Company’s website i.e. 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 except acquiring stake in MRH Technologies Private Limited and becoming holding company of MRH Technologies Private Limited.

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 2023-24.

The Board of Directors appointed Mr. Puneet Kumar Pandey, Company Secretary (COP- 10913), for conducting Secretarial Audit for the financial year 2023-24. Copy of Secretarial Audit Report is annexed as Annexure-III of this report.

Observation by Secretarial Auditor:

(i) The company filed its related party transactions statements for the half year ended 31.03.2023 on the next day of publication of financial statements. However, company has paid the prescribed fine for the late submission of the related party transactions statements for the half year ended 31.03.2023.

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., Chartered Accountants (C.P No 15896) as Internal Auditor for the Financial Year 2023-24. 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, 2024, 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 Eight Board Meetings held during the Financial Year 2023-24. 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 2023-24.

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. There is no complaint received during the year and pending during the financial year under provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 i.e. OK Play Auto Private Limited, RIRA E- Vehicles Private Limited. MRH Technologies Private Limited and their business operation during the year under review are covered in the Annual Report. Further the Company has made divestment of interest in Isht Technologies Private Limited w.e.f 22^nd December, 2023 and acquired 100 % stake in MRH Technologies Private Limited w.e.f 21^st November,2023. 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.

ISSUE OF CONVERTIBLE SHARE WARRANTS

The Company has raised money through Preferential allotment-I of 1,35,30,000 fully convertible warrants at a price of Rs. 60.21/- aggregating to Rs. 8146.41 lacs during the year ended 31^st March, 2024.The company has already received an amount of Rs. 5317.29 lacs and the balance of Rs. 2829.12 lacs will be received within a maximum period of 18 months from the respective date of allotment. The Preferential Issue-I was approved by Shareholders through Extra-ordinary General Meeting held on 25^th March, 2023. In Preferential Issue-I, the Company has made allotment of 72,65,000 equity shares pursuant to exercise of option by the warrant holder.

The Company has raised Rs.3193.75 lacs through Preferential allotment-II of 25,55,000 Equity Shares at the issue price of Rs.125/- and has raised Rs. 337.50 lacs through Preferential allotment of 10,00,000 Fully Convertible Equity warrants at the issue price of Rs.135/- (which are exercisable at the option of warrant holder within a period of 18 months from the date of allotment) during the year ended 31^st March, 2024. The Preferential Issue-II was approved by Shareholders through Extra-ordinary General Meeting held on 20^th December, 2023.

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-II 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 31^st March, 2024 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 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 2023-24.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.

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.

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,2024 Managing Director Whole Time Director

Pl_ace: N_ew D_elhi DIN: 00194590 DIN: 00238019