Om Infra Ltd Directors Report

There have been no changes in the business carried on by the Company or its subsidiaries.

INFORMATION ABOUT SUBSIDIARIES/JV/ASSOCIATE COMPANY

There has been no material change in the nature of the business of the subsidiaries JV/Associate Company. Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company?s subsidiaries in Form AOC-1 is attached to the financial statements of the Company as Annexure II.

Companies which became / ceased to be Company?s Subsidiaries, Toint Ventures or Associate Companies:

• Companies which have become subsidiaries, Joint Ventures or Associate Companies during the financial year 2024-25:

None

• Companies which has ceased to be the Subsidiaries/Step Subsidiary, Joint Ventures or Associate Companies during the financial year 2024-25:

M/s Ultrawave Projects Private Limited- A step down Associate of the Company

Apart from this, your Company funded its subsidiaries/JV?s, from time to time, as per the fund requirements, through loans, guarantees and other means to meet working capital requirements.

OM METALS CONSORTIUM PRIVATE LIMITED — This wholly owned Subsidiary Company has developed a high end residential project on a very prime parcel of 19000 sq. mt. land at Jaipur and has a sellable built-up area of 6.45 lakh sqft with expected realization of INR 12000/sqft appx. OMIL has invested INR 1.6 bn for land and development cost is appx Rs 4 bn. The company expects to generate Rs 6.0 bn of total Revenue from this project. More than 60% inventory is sold. After completion of structure of building, last mile land scaping, value addition - completion of project has been achieved and habitation started. RERA completion certificate is also received.

HIGH TERRACE REALTY PRIVATE LIMITED! FORMALLY KNOWN AS OM METALS REAL ESTATE PRIVATE LIMITED)- This wholly owned Subsidiary Company formerly known as Om Metals Real Estate Private Limited is holding stakes in different SPV?s and different subsidiaries . Majority of the inventory held by the SPV?s has been sold and SPV have refunded back the sum advanced by High Terrace Realty Private Limited and consequently High Terrace Realty Private Limited refunded the entire sum advanced by Om Infra Limited. The step subsidiary and associates of High terrace realty have net worth and reserves and surplus.

HIGH TERRACE REALTY PRIVATE LIMITED! FORMALLY KNOWN AS OM METALS REAL ESTATE PRIVATE LIMITED)- This wholly owned Subsidiary Company formerly known as Om Metals Real Estate Private Limited is holding stakes in different SPV?s and different subsidiaries . Majority of the inventory held by the SPV?s has been sold and SPV have refunded back the sum advanced by High Terrace Realty Private Limited and consequently High Terrace Realty Private Limited refunded the entire sum advanced by Om Infra Limited. The step subsidiary and associates of High terrace realty have net worth and reserves and surplus.

WORSHIP INFRAPROJECTS PRIVATE LIMITED (earlier known as OM METALS SPML INFRAPROJECTS PVT LTD)- This wholly owned Subsidiary Company. The Company had completed a 457 Cr Kalisindh Dam project in this SPV earned qualification of dam construction. This company was made wholly owned subsidiary of Om Infra limited in previous years and this company in JV with Om Infra Limited has secured a work contract of Isarda dam in Rajasthan worth Rs550cr and the progress of the project is going on and is good and appx 90% work has been completed.

SANMATI INFRADEVELOPERS PRIVATE LIMITED - In this SPV, the company has divested its 25% stake. Now this is no longer associate Company.

BHILWARA JAIPUR TOLL ROAD PRIVATE LIMITED- This has become 51% of subsidiary of Om Infra Limited. Om Infra has done the development of the 212 km road project in Jaipur- Bhilwara Stretch on BOT basis and COD achieved in December, 2014. Om Infra has executed 100% of EPC work for a total project cost of Rs. 410 Cr. After the COD of the project all 4 toll plazas are operational and generating revenue. Private vehicles were made toll free w.e.f 1.4.2018 by state government and we have terminated the concession agreement for breach of contract by government and submitted our claims of Rs 578 cr.

> Regular arbitration proceedings as per Arbitration act is complete and the arbitrator gave final award in jan 2023 for Rs.587 cr (other than debt due )which has been challenged by PWD in commercial court and commercial court dismissed the appeal of PWD and against this PWD has preferred an appeal in Rajasthan High court.

> As per termination of Concession Agreement, the State government of Rajasthan is liable to pay termination payment which includes debt due and 150% of the adjusted equity as per clause in concession agreement but PWD?s appeal in High court is pending for hearing. We are awaiting positive development soon.

GURHA THERMAL POWER COMPANY LIMITED— This company as a 50% JV of Om Infra has a lignite based thermal project in Rajasthan. Due to abnormal delay at the end of Government, we have intimated our stand of terminating the project from our side. Our compensation and claim is approved in APTEL and APTEL has preferred an appeal in Hon?ble Supreme court and we are awaiting positive developments from Supreme court in our favour.

GUJRAT WAREHOUSING PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI. The major portion of land acquisition is complete and due to some hurdle in total acquisition of land, project could not take off . The majority of land available with us has already been sold.

BIHAR LOGISTIC PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI. The major portion of land acquisition was complete but due to some local clearances project could not take off. The land available with us has been put for disposal and we are awaiting the land deal to happen soon

OM METALS CONSORTIUM (Partnership firm) — This prestigious partnership firm for development of SRA project in Bandra Reclamation facing Bandra- Worli Sea Link has completed the construction of the temporary transit camp.

A redevelopment project of partners MAHADA in partnership under Om Metals Consortium (OMC) where OMIL holds 17.5 % stake. Other developmental in the consortium are DB Realty Group, SPML Infra, Morya Housing, and Mahima developers. This multi-storied residential project is spread across 6 acres and entitled to FSI which translate into approx ~1.7mn sq. ft. (subjected to all Govt. clearances ).A premium of additional FSI available shall be paid by OMC.

OMC has done a JV with DB realty for this project where M/s Valor Estate (formerly DB realty) or any reputed builder would be incurring 100% cost for the development and transfer free salable area to OMC as mutually agreed in development /collaboration agreement.

SPML—OM METALS JV- This JV has been doing O & M for the recently completed smart infrastructure (knowledge city) in VikramUdyogpuri at Ujjain.

OMIL WIPL JV, ISARDA- This JV has been developing project for the Construction of Isarda Dam across Banas River in Tonk District and Om infra Ltd is executing the contract on sub contract basis on arms length pricing.

OMIL JV : The water resource department ,Punjab had allotted a work contract of Rs.554 cr. in this JV where Om infra has a majority stake and this JV has sub contracted the work to Om infra Ltd on arms length basis .The execution of project is in progress.

OMIL JWIL VKMCPL JV — This JV has been allotted the contract at Madhya Pradesh and Om infra has majority stake and the JVpartner is developing the project and is responsible for executing the project on arms length basis.

Om Metal SPML Joint venture (Rwanda) — This JV has been executing the project in Africa, Rwanda and the provisional completion of the project is achieved and the project is in O &M .

HCC OMIL JV and BRCCPL-OMIL-DARA-JV— In both these Jv ‘sJaljeevan mission project has been secured from PHED Rajasthan and Om infra is developing both the projects.

OMIL-VKMCPL JV (Pench-II) -The other Jv partner is executing the project in MP and the profits generated in this JV are distributed to Om infra ltd as per agreed ratio.

ULTRAWAVE PROJECTS PRIVATE LIMITED — This Company formerly known as Om Metals Infotech Pvt. Ltd has industrial land in Jaipur and the major part of land have been sold.

MEGA EQUITAS PRIVATE LIMITED — This Company formerly known as Om Metals Developers Private Limited entered into a JV with Mahindra Life space for a residential project in Hyderabad which is fully sold out.

Keeping the continuous track record of rewarding its shareholders and based on Company?s performance, the Board of Director of your Company is pleased to recommend a dividend of Rs 0.40 per Equity share of the Face Value of Rs. 1 each (@ 40%), for the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company and whose names appears in the register of Members as on the Book Closure/ Record Date. As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates.

The total outflow, on account of equity dividend, will be 385.22 Lakhs via-a-via Rs. 481.52 Lakhs for the financial year 2023-24.

The Register of Members and Share Transfer Books of the Company will remain closed from 23.09.2025 to 29.09.2025 (both days inclusive) for the purpose of payment of dividend for the financial year ended March 31, 2025.

The Board of Directors of your Company does not propose to transfer any amount to the general reserves of the Company for the financial year ended on March 31, 2025.

The paid up Equity Share Capital as on March 31, 2025 was Rs.9.63 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted Employee Stock Options or Sweat Equity Shares.

As the members are aware, the Company?s shares are compulsorily tradable in electronic form. As on 31st March 2025, 99.96% of the Company?s total paid up capital representing 9,62,66,809 shares are in dematerialized form.

Pursuant to amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with effect from January 24, 2022, requests for effecting transfer of securities in physical form, shall not be processed by the Company and all requests for transmission, transposition, issue of duplicate share certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, sub-division/split of securities certificate and consolidation of securities certificates/folios need to be processed only in dematerialized form. In such cases the Company will issue a letter of confirmation, which needs to be submitted to Depository Participant(s)to get credit of the securities in dematerialized form.

In accordance with the provisions of Companies Act, 2013(hereinafter referred to as "the Act"), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2024-25, together with the Auditors? Report form part of this Annual Report.

There were no material changes and commitments between the end of the financial year of the Company to which the Financial Statements relates and date of Directors? Report affecting the financial position of the Company, other than those disclosed in this report.

The Company has been regularly sending communications to members whose dividends are unclaimed requesting them to provide/update bank details with Registrar and Transfer Agents (RTA)/Company, so that dividends paid by the Company are credited to the investor?s account on time.

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the rules?), all unpaid or dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF authority. During the Year2024-25,the Company hastransferredRs.77455/-unclaimed and unpaid dividends to the IEPF Fund.

Four meetings of the Board of Directors were held during the year. For further details, please refer to the Corporate Governance Report, which forms part of this report. The intervening gap between any two meetings was within the period prescribed by the Act, Listing Regulations, and clause 1.1 of Secretarial Standard 1 issued by The Institute of Company Secretaries of India i.e. 120 days.

Currently, the Board of the Company has five committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders? Relationship Committee, Corporate Social Responsibility Committee and Executive Committee. During the year, all recommendations made by the committees were approved by the Board.

The Composition and other Details of the Committee are provided in the Corporate Governance Report attached with the Annual report.

The Company has received Declarations of Independence as stipulated under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors confirming that he/she is not disqualified from being appointed/re-appointed/ continue as an Independent Director as per the criteria laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and also on compliance of Code of Conduct for directors and senior management personnel.

The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA). In terms of section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Gopi Raman Sharma is exempted from undertaking the online proficiency self-assessment test conducted by IICA and Mrs. Saloni Kala and Mr. Ramakanta Tripathy had cleared the online proficiency self-assessment test conducted by IICA.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In terms of the requirements of the Act and Listing Regulations, the Board carried out the annual performance evaluation of the Board as a whole, Board Committees and the individual Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc. The objective of this evaluation process is constructive improvement in the effectiveness of Board, maximise its strengths and tackle weaknesses, if there are any.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, frequency of meetings and time allocated for discussions at meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the 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. In addition, the Chairman was also evaluated on the key aspects of his role.

Independent Directors, in their separate meeting, reviewed and evaluate the performance of non-independent directors, Board as a whole, Managing Director and the Chairman, taking into account the views of executive directors and non-executive directors and criteria laid down by the Nomination and Remuneration Committee. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The Company has in place a Nomination and Remuneration Committee in accordance with the requirements of section 178(1) of the Companies Act, 2013 read with the rules made hereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in Report on Corporate Governance forming part of this Board Report.

The Committee has formulated a policy on Director?s appointment and remuneration including recommendation of remuneration of the key managerial personnel and senior management personnel, and the criteria for determining qualifications, positive attributes and independence of a Director. The Nomination and Remuneration Policy of the Company, containing selection and remuneration criteria of Directors, senior management personnel and performance evaluation of Directors/Board/Committees/Chairman, has been designed to keep pace with the dynamic business environment and market-linked positioning. The Company has an appropriate mix of executive, non-executive and independent Directors to maintain the independence of the Board and separate its functions of governance and management. The policy has been duly approved and adopted by the Board, pursuant to the recommendations of the Nomination and Remuneration Committee of the Board.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination & Remuneration policy.

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC hasformulated 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 expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. 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 Act, the Rules framed thereunder and Regulation 16(1)(b) ofthe SEBI Listing Regulations.

The Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

The Managing Director of the Company has not received any remuneration or commission from any ofthe subsidiary companies.

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

The Non Executive Directors are paid by way of Sitting Fees. The Non Executive Directors are paid sitting fees for each meeting of the Board and its committees.

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

a) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors 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 profit of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the Annual Accounts on a going concern basis;

e) The Directors have laid down an adequate system of Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and operating efficiently;

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

The constitution of Board of Directors and KMP of the Company during the year 2024-25 is as under:

Mr. Vaibhav Jain, an independent director of the Company has been resigned w.e.f 16.05.2024 due to preoccupation and other personnel commitments.

The Board pursuant to the recommendation of the NRC and report of their performance evaluation, reappointed Mr. Dharam Prakash Kothari as Chairman of the Company for a period of Three years from 1^st May, 2025 upto 30^th April, 2028 and Mrs. Saloni Kala as an Independent director for second term with effect from February 14, 2025 to February 13, 2030 subject to the approval of the shareholders.

Mr. Sunil Kothari, retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for re-appointment.

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, and expertise and hold high standards of integrity for the purpose of Rule 8(5) (iii a) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in the Corporate Governance report forming part of this Annual Report.

M/s. Ravi Sharma & Co, Chartered Accountants, (Registration No.: 015143C) were appointed as Statutory Auditors for a period of 5 continuous years from the conclusion of 49^th Annual General Meeting till the conclusion of 54^th Annual General Meeting of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of ICAI.

The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process.

The Auditors? Report for the Financial Year ended 31^st March, 2025 on the Financial Statements of the Company is a part of this Annual Report.

Your standalone and the consolidated financial statements of the Company have been prepared in accordance with IndAS notified under Section 133 of the Act.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2025. The Notes on the Financial Statements referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Brij Kishore Sharma, Partner, M/s B K Sharma & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2025 is enclosed as Annexure VI to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

Pursuant to Section 204 of the Companies Act,2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 the Board of Directors at their meeting held on 30th May,2025 based on the recommendation of the Audit Committee have appointed Mr. Brij Kishore Sharma, Partner, M/s B K Sharma & Associates, a firm of Company Secretaries in Practice as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from financial year 2025-26 till the financial year 2029-30 subject to the approval of the shareholders of the Company at the ensuing 53rd AGM of the Company. The Company has also received the consent from Mr. Brij Kishore Sharma to act as the Secretarial Auditors. A resolution seeking approval of the shareholders is provided in the Notice of the ensuing AGM. In this regard, your Directors recommend passing of Ordinary Resolution.

In accordance with Regulation 24(A) of the Listing Regulations, the Company has engaged the services of Mr.Brij Kishore Sharma (CP No. 12636), Practicing Company Secretary and Secretarial Auditor of the Company for providing this certification.

The provisions of section 148(1) of the Companies Act, 2013 are applicable to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2025.

Pursuant to the provisions of section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board, on the recommendation of the Audit Committee, at its meeting held on 23^rd May, 2024 has approved the appointment of M. Goyal & Co., Cost Accountants, as the Cost Auditors for the Company for the financial year ending 31^st March, 2025 at a remuneration of Rs. 30,000/- plus taxes and out of pocket expenses.

A proposal for ratification of remuneration of the Cost Auditor for FY 2025-26 is placed before the Shareholders.

The Report of the Cost Auditors for the financial year ended 31^st March 2025 is under finalization and shall be filed with the Ministry of Corporate Affairs within the prescribed period.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor in their Report respectively has reported to the Audit Committee, under section 143 (12) of the Act any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board?s report.

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure I to this Report.

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The areas of risk include- Liquidity risk, Interest rate risk, Credit risk, Commodity price risk, foreign currency fluctuation risk, Market risk, Salary risk, Interest risk, Investment risk, Health, Safety And Environment Risks, Political, Legal And Regulatory Risks, fraud and cyber security and Other Operational Risks etc. The Board is also periodically informed of the business risks and the actions taken to manage them. Pursuant to Section 134(3) (n) of the Act & under Regulations 21 of the Listing Regulations, the Company had formulated a Risk Management Policy with the following objectives:

• Provide an overview of the principles of risk management

• Explain approach adopted by the Company for risk management

• Define the organizational structure for effective risk management

• Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

• Identify access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company?s human, physical and financial assets.

The company has in place a code of conduct and high safety standards in plant operation to protect its employees and the environment. The company has instituted control bodies which verify important business decisions. Organizational measures are undertaken to prevent the infringement of guidelines and laws.

At OMIL, the risks are detected at their earliest possible and necessary measures are taken to avoid economic and environmental damage. The company lays due emphasis on avoidance of risks that threaten the company?s continued existence.

The Company ‘Om Infra Limited?, being engaged in infrastructural business is exempted from the provisions of Section 186 of the Companies Act, 2013 related to a loan made, guarantee given or security provided, however particulars of Loans & guarantees given, investments made and securities provided have been disclosed in the financial statements forming part of this Annual Report pursuant to provisions of Companies Act and Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the Year under review, your company has not accepted any Deposits within the meaning of Section 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rule, 2014 and, as such, no amount of principle or interest was outstanding as of the Balance Sheet date.

The Company has a process in place to periodically review and monitor Related Party Transactions.

During the year under review, all related party transactions were in the ordinary course of business and at arm?s length and approval of the Audit Committee, Board of Directors & Shareholders was obtained wherever required.

The Audit Committee has approved the related party transactions for the FY 2024-25 and the estimated related party transactions for FY 2025-26. There were no related party transactions that have conflict with the interest of the Company.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure V to this Annual Report.

There are no person(s) or entities forming part of the Promoter(s)/Promoter(s) Group which individually hold 10% or more shareholding in the Company except T C Kothari & Family Trust, which is holding 11.85% shareholding in the Company.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed half yearly report on Related Party Transactions with the Stock Exchanges, for the half year ended 30^th September, 2024 and March 31, 2025. The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Standalone Financial Statements of the Company.

In line with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014, your Company has undertaken various CSR projects in the area of Social Service activities, Medical and Health Care and education and welfare to under privileged which are in accordance with the Schedule VII of the Act and CSR Policy of the Company.

During the year, the Company spent Rs. 85 Lakhs on CSR activities.

The brief outline of CSR Policy and Composition of CSR Committee are included in the annual report on CSR activities, which is annexed herewith and marked as Annexure III. Other details regarding the Corporate Social Responsibility Committee are provided in the Corporate Governance Report attached with the Annual Report.

The Company has been following principles of Good Corporate Governance Practices over the years. Your Company has complied with the Corporate Governance Code as stipulated under the Listing Regulations. In Compliance with Regulation 34 of the Listing Regulations a separate section on Corporate Governance along with certificate from BK Sharma and Associates, Practicing Company Secretaries confirming compliance forms part of the Annual Report.

In terms of provisions of Regulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations, 2015, the Management Discussion and Analysis is presented in a separate section forming part of the Annual Report.

It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations/ performance of the Company?s various businesses viz., decorative business, international operations, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material developments during the financial year 2024-25.

The information required under Section 197 of the Act read with rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 are given in ANNEXURE IV forming part of this report.

The Company does not have scheme or provision of money for the purchase of its own shares by employees/directors or by trustees for the benefit of employees/directors.

List of top ten employees in terms of remuneration drawn is also given in ANNEXURE IV

For the implementation and effective execution of the Projects and various Laws as applicable to the Company, the Board of Directors entrusted the following HOD?s with responsibility via Power of Attorney granted to them and these are directly responsible for compliances:

Our professionals are our most important assets. We are committed to hiring and retaining the best talent and being among the industry?s leading employers. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance. Our human resource management focuses on allowing our employees to develop their skills, grow in their career and navigate their next.

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, your Company has constituted an ‘Internal Complaints Committee? (‘Committee?). No complaint has been received during the Year ended 31st March, 2025 in this regard.

The Company has in place a Policy for Prevention of Sexual Harassment at Workplace as per requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is the Summary of Sexual Harassment complaints received during the year ended 31st March, 2025 in this regard.

(a) Number of complaints pending at the beginning of the year: NIL

(b) Number of complaints received during the year: NIL

(c) Number of complaints disposed off during the year: NIL

(d) Number of cases pending for more an 90 days : NIL

COMPLIANCE WITH MATERNITY BENEFIT ACT: The Company has complied with all the applicable provisions of the Maternity Benefit Act, 1961, and the rules framed thereunder.

The safety excellence journey is a continuing process of the Company. The safety of the people working for and on behalf of your Company, visitors to the premises of the Company and the communities we operate in, is an integral part of business. We have taken several conscious efforts to inculcate a safer environment within place of work. There is a strong focus on safety with adequate thrust on employees? safety.

The Company has been achieving continuous improvement in safety performance through a combination of systems and processes as well as co-operation and support of all employees.

The Equity Shares of the Company continue to remain listed with the National Stock Exchange of India Ltd (NSE) and BSE Limited (BSE). The Company?s Symbol at NSE is OMINFRAL and the Scrip Code of the Company at BSE is 531092. The listing fees of the exchanges for the financial year 2025-26 have been paid.

The has obtained the credit rating from CARE Rating, during the year, CARE Ratings Limited (CARE Ratings) has revised its rating from CARE BBB- to CARE BBB CARE credit ratings as below:

The Company has Internal Financial Controls which are adequate and were operating effectively. The controls are adequate for ensuring the orderly and efficient Conduct of the Business, including adherence to the Company?s policies, the safeguarding of assets, the prevention and detection of Fraud and errors, the accuracy and completeness of accounting Records and timely preparation of reliable financial information.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal audit function.

Regulation 34(2) of the Listing Regulations provides that the Annual Report of the Top 1000 listed entities based on market capitalization (calculated as on March 31 of every financial year), shall include a Business Responsibility and Sustainability Report ("BRSR"). Since your Company, does not feature in the Top 1000 listed entities as per market capitalization, the Business Responsibility and sustainability Report for the financial year 2024-25 does not form a part of the Annual Report.

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India with respect to General Meetings and Board Meetings.

The Company complies with all applicable laws and regulations, pays applicable taxes on time, ensures statutory CSR spend and initiates sustainable activities.

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016 (IBC).

During the year under review, your Company has not entered into any One-Time Settlement with Banks or Financial Institutions and therefore, disclosure regarding the details of difference between amount of thevaluation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not required to be given.

The Company is exposed to a variety of different laws, regulations, positions and interpretations thereof which encompasses direct taxation and legal matters. In the normal course of business, provisions and contingencies may arise due to uncertain tax positions and legal matters. Based on the nature of matters, the management applies significant judgment when considering evaluation of risk, including how much to provide for the potential exposure of each of the matters. These estimates could change substantially over time as new facts emerge as each matter progresses, hence these are reviewed regularly. For matters where expert opinion is required, the Company involves the best legal counsel.

There are no significant material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

The income tax raid /investigation conducted in July 2020 are under appraisal and the proceedings are in progress.

Other disclosures required as per Act, Listing Regulations or any other laws and rules applicable are either NIL or NOT APPLICABLE to the Company.

Your Directors deeply appreciate the valuable co-operation and continued support extended by the Companys Bankers, Financial Institutions, Government agencies, Collaborators, Stockiest, Dealers, Business Associates, and also the contribution of all employees to the Company.

The Directors appreciate and value the contribution made by every member of the Om family.