Omara Ventures India Ltd Directors Report

DIRECTORS REPORT

To,

The Members,

M/S OMARA VENTURES INDIA LIMITED

Your directors have pleasure in presenting the Annual Report together with the Audited Statement of Accounts of your Company for the Year ended March 31, 2026.

1. FINANCIAL SUMMARY

The Companys financial performance, for the year ended March 31, 2026:

		(Amount in ‘000)
Particulars	2025-26	2024-25
Revenue
Revenue from Operation	4,58,735.00	2,35,247.00
Other Income	0.00	1.00
Expenses	3,31,327.00	1,98,518.00
Profit/Loss before Tax	1,27,408.00	36,730.00
Current Tax	32,911.00	9,339.00
Deferred Tax	414.00	76.00
Net Profit after Tax	94,911.00	27,467.00
Profit/(Loss) Carried forward to the Balance Sheet	94,911.00	27,467.00
Earnings per Share (Basic)	31.53	9.13

2. STATE OF COMPANY AFFAIRS/HIGHLIGHTS

The company earned revenue from operations of Rs.45,87,34,920/- during the financial year 2025-26 as compared to Rs.23,52,47,095/- in the previous financial year, reflecting significant growth in its business operations. The Companys net profit for the financial year 2025-26 stood at Rs.9,49,11,031/- as against Rs.2,74,66,880/- in previous financial year.

During the year under review, the Company was converted from a Private Limited Company into a Public Limited Company pursuant to an application filed with the Ministry of Corporate Affairs [MCA]. Consequent upon such conversion, the Central Processing Centre (CPC), Ministry of Corporate Affairs, issued a Fresh Certificate of Incorporation, changing the name of the Company from Omara Ventures India Private Limited to Omara Ventures India Limited.

After receiving approval from Members at the EGM held on 19^th May 2026, the Company has applied for listing at BSE Limited and the application for listing is pending for approval.

3. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Change in Board of Directors

As on 31st March, 2026, the Board of Directors of the Company comprised Mr. Samarth Jaiswal (Managing Director), Mr. Sunil Jaiswal (Director), Mrs. Sadhna Jaiswal (Director), Mr. Deepak Khetarpal (Independent Director), Mr. Tej Mohan Singh (Independent Director).

During the financial year under review, Mr. Samarth Jaiswal was designated as Managing Director and Mr. Sunil Jaiswal was designated as Whole-time Director with effect from 1st April 2025. Further, Mrs. Sadhna Jaiswal was designated as Non- Executive Director with effect from 1st November, 2025.

Mr. Deepak Khetarpal and Mr. Tej Mohan Singh were appointed as Independent Directors of the Company for a term of five (5) consecutive years with effect from 1^st January, 2026. Subsequently, Mr. Sunil Jaiswal was re-designated as Non-Executive Director with effect from 5^th January, 2026.

Subsequent to the close of the financial year, Mrs. Ishani Mehta Jaiswal was appointed as Non-Executive Director of the Company with effect from 23^rd April, 2026. Mr. Sunil Jaiswal and Mrs. Sadhna Jaiswal resigned from the office of Director with effect from 24^th April, 2026.

Mrs. Ishani Mehta Jaiswal (DIN: 10835999), who retires by rotation at the ensuing Annual General Meeting, being eligible, has offered herself for re-appointment as a Director of the Company.

Change in Kev Managerial Personnel f"KMP"l

During the financial year under review, Mrs. Payal Agrawal was appointed as the Company Secretary of the Company with effect from 1st August, 2025. Subsequently, she was re-designated as the Company Secretary & Compliance Officer of the Company with effect from 1st March, 2026.

Mr. Dhirendra Baloni was appointed as the Chief Financial Officer (CFO) of the Company with effect from 1st January, 2026.

Mrs. Ishani Mehta Jaiswal was appointed as the Chief Executive Officer (CEO) of the Company with effect from 1st November, 2025. Thereafter, she resigned from the office of Chief Executive Officer (CEO) with effect from 1st April, 2026.

4. MEETINGS OF BOARD OF DIRECTORS

Twenty-Eight (28) Board Meetings held during the Financial Year ended March 31, 2026 i.e. 01/04/2025, 28/04/2025, 02/05/2025, 29/05/2025, 16/06/2025, 02/07/2025, 08/07/2025, 12/07/2025, 16/07/2025, 01/08/2025, 14/08/2025, 04/09/2025, 06/09/2025, 17/09/2025, 25/09/2025, 08/10/2025, 01/11/2025, 26/11/2025, 28/11/2025, 06/12/2025, 11/12/2025, 23/12/2025, 01/01/2026, 05/01/2026, 27/02/2026,10/03/2026,19/03/2026 and 31/03/2026.

The names of members of the Board, their attendance at the Board Meetings are as under:

S. No.	Name of Directors	Total Meetings held during the F.Y. 2025-26	Number of Meetings attended
1	Mr. Sunil Jaiswal	28	28
2	Mr. Samarth Jaiswal	28	28
3	Mrs. Sadhna Jaiswal	28	28
4	Mr. Deepak Khetarpal	5	2
5	Mr. Tej Mohan Singh	5	2

5. MEETINGS OF COMMITTEES

(i) AUDIT COMMITTEE:

During the financial year 2025-26, the Audit Committee comprised of the following 3 (Three) Directors as members:

Name of the Directors	Designation in the Committee	Nature of Directorship
Mr. Deepak Khetarpal	Chairman	Independent Director
Mr. Tej Mohan Singh	Member	Independent Director
Mr. Sunil Jaiswal	Member	Non-Executive Non-Independent

During the period under review, 1 (One) meeting of the Audit committee was held on 10.03.2026 and necessary quorum was present at this meeting. All the members of the Audit Committee are Non-Executive Directors of the Company.

The details of meetings attended by the Directors are given below:

s. No.	Name of Directors	Total Meetings held during the F.Y. 2025-26	Number of Meetings attended
I	Mr. Deepak Khetarpal	1	1
2	Mr. Tej Mohan Singh	1	1
3	Mr. Sunil Jaiswal	1	1

After the resignation of Mr. Sunil jaiswal, the Board of Directors reconstituted the Audit Committee with effect from 25^th April, 2026. The composition of the reconstituted the Audit Committee is as follows:

Name of the Directors	Designation in the Committee	Nature of Directorship
Mr. Deepak Khetarpal	Chairman	Independent Director
Mr. Tej Mohan Singh	Member	Independent Director
Mrs. Ishani Mehta Jaiswal	Member	Non-Executive Non-Independent

(ii) NOMINATION & REMUNERATION COMMITTEE:

During the financial year 2025-26, the Nomination and Remuneration Committee comprised of the following 3 (Three) Directors as members:

Name of the Directors	Designation in the Committee	Nature of Directorship
Mr. Tej Mohan Singh	Chairman	Independent Director
Mr. Deepak Khetarpal	Member	Independent Director
Mrs. Sadhna Jaswal	Member	Non-Executive Non-Independent

During the period under review, 1 (One) meeting of the Nomination and Remuneration Committee was held on 10.03.2026 and necessary quorum was present at this meeting. All the members of the Nomination and Remuneration Committee are Non-Executive Directors of the Company.

The details of meetings attended by the Directors are given below:

S. No.	Name of Directors	Total Meetings held during the F.Y. 2025-26	Number of Meetings attended
1	Mr. Tej Mohan Singh	1	1
2	Mr. Deepak Khetarpal	1	1
3	Mrs. Sadhna jaswal	1	1

After the resignation of Mrs. Sadhna Jaiswal, the Board of Directors reconstituted the Nomination and Remuneration Committee with effect from 25^th April, 2026. The composition of the reconstituted the Nomination and Remuneration Committee is as follows:

Name of the Directors	Designation in the Committee	Nature of Directorship
Mr. Tej Mohan Singh	Chairman	Independent Director
Mr. Deepak Khetarpal	Member	Independent Director
Mrs. Ishani Mehta Jaiswal	Member	Non-Executive Non-Independent

(iii) STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the financial year 2025-26, the Stakeholders Relationship Committee comprised of the following 3 (Three) Directors as members:

Name of the Directors	Designation in the Committee	Nature of Directorship
Mrs. Sadhna Jaiswal	Chairman	Non-executive Non-independent
Mr. Deepak Khetarpal	Member	Independent Director
Mr. Sunil Jaiswal	Member	Non-Executive Non-Independent

During the period under review, 1 (One) meeting of the Stakeholders Relationship Committee was held on 10.03.2026 and necessary quorum was present at this meeting.

The details of meetings attended by the Directors are given below:

S. No.		Name of Directors	Total Meetings held during the F.Y. 2025-26	Number of Meetings attended
1		Mrs. Sadhna Jaiswal	1	1
2		Mr. Deepak Khetarpal	1	1
3	Mr. Sunil Jaiswal		1	1

After the resignation of Mr. Sunil Jaiswal and Mrs. Sadhna Jaiswal, the Board of Directors reconstituted the Stakeholders Relationship Committee with effect from 25^th April, 2026. The composition of the reconstituted the Stakeholders Relationship Committee is as follows:

Name of the Directors	Designation in the Committee	Nature of Directorship
Mrs. Ishani Mehta Jaiswal	Chairperson	Non-Executive Non-Independent
Mr. Deepak Khetarpal	Member	Independent Director
Mr. Samarth Jaiswal	Member	Managing Director

6. WEB LINK OF ANNUAL RETURN, IF ANY

The Annual Return is available on the Companys website at https://omara.in/.

7. STATUTORY AUDITORS

M/s. Mehan Associates, Chartered Accountants (Firm Registration No. 004592N), are the Statutory Auditors of the Company.

The term of office of M/s. Mehan Associates expires at the conclusion of the ensuing Annual General Meeting.

Based on the recommendation of the Audit Committee, the Board of Directors has recommended their re-appointment as the Statutory Auditors of the Company for a further term of five (5) consecutive years, commencing from the conclusion of the ensuing Annual General Meeting and continuing till the conclusion of the Annual General Meeting to be held in the year 2031, subject to the approval of the members.

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

The Auditors report is self-explanatory. There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

9. DIVIDEND

No dividend has been recommended by the Directors this year due to conservation of Profits.

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

The Company has not made any Investment, given guarantee and securities during the year under review. There for no need to comply provisions of section 186 of Companies Act, 2013.

11. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year ended March 31, 2026 were on an arms length basis and were in the ordinary course of business.

There were no related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Disclosure in Form AOC-2 has been attached as Annexure to this Directors Report.

The disclosure of transactions with related party for the year, as per Accounting Standard-18 Related Party Disclosures is given in Note to the Balance Sheet as on March 31, 2026.

12. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material orders have been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations.in future.

14. DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2026, are in full conformity with the requirement of the

Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors of the Company. The Directors further confirm that: -

a) In the preparation of the annual accounts for the year ended March 31, 2026 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

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 as at March 31, 2026 and of the profit of the Company for the year ended on that date.

c) The Directors have 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.

d) The Directors have prepared the annual accounts on a going concern basis.

e) The Company being unlisted, sub clause (e) of section 134(3] of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

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.

15. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

As on March 31, 2026, the Company doesnt have any Subsidiary, Joint Venture or Associate Companies.

16. COMPLIANCE WITH SECRETARIAL STANDARD

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

17. TRANSFER TO RESERVE

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review. A surplus of Rs. 9,49,11,031/- is transferred to Profit and Loss Account.

18. DEPOSITS

During the year under review, the Company has not accepted any deposits covered under Chapter V of the Act. There are no unpaid or unclaimed deposits nor the Company has defaulted in repayment of deposits or payment of interest thereon.

19. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, dg event, financial, human, environment and statutory compliance.

20. CORPORATE SOCIAL RESPONSIBILITY

During the Financial Year 2025-26, the company did not develop or implemented any Corporate Social Responsibility initiatives as the said provisions were not applicable.

However, the Net profit of the Company for the financial year ended March 31, 2026 exceeded Rs. 5 Crore. Therefore, as per requirement of Section 135 of the Companies Act, 2013, the provisions of Corporate Social Responsibility are applicable on Company from the F.Y. 2026-27.

The Company is not required to form CSR Committee as the amount to be spent by the company during the year 2026-27 does not exceed fifty lakh rupees. The Board will discharge all functions of CSR Committee during the as per the requirement of the Companies Act, 2013.

21. INTERNAL FINANCIAL CONTROL

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.

22. COST RECORDS & COST AUDIT

The provision of maintenance of Cost Records & Cost audit as per section 148 are not applicable on the Company.

23. PARTICULARS OF EMPLOYEES PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

During the year the company had no employee who was in receipt of remuneration as prescribed under Particulars of Employees pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, hence no disclosure is required.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of energy

(0 the steps taken or impact on conservation of energy	Companys operation does not consume significant amount of energy.
00 the steps taken by the company for utilizing alternate sources of energy.	Not applicable, in view of comments in clause (i)
0*0 the capital investment on energy conservation equipments	Not applicable, in view of comments in clause (i)

(b) Technology absorption

(0 the effort made towards technology absorption	Nil
00 the benefits derived like product improvement cost reduction product development or import substitution	Nil
(in) in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) the expenditure incurred on Research and Development	Nil

(c) Foreign Exchange earnings and Outgo

Earnings	NIL
Outgo	NIL

25. PARTICULARS RELATING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH):

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Company has duly constituted internal complaints committee as per the said Act.

In compliance with the General Circular No. G.S.R. 357(E) dated May 30, 2025 issued by the Ministry of Corporate Affairs, the details of the complaints received during the Financial Year 2025-26 by the Company are as follows:

i. Number of Complaints received during the financial year- NIL

ii. Number of complaints resolved/disposed of during the financial year- NIL

iii. Number of cases pending resolution for more than 90 days - NIL

26. SUMS DUE TO MICRO, SMALL& MEDIUM ENTERPRISES

During the year under review, no sum due towards Micro, Small & Medium Enterprises more than the period prescribed in the MSMED Act.

27. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No Insolvency resolution process has been initiated/ filed by a financial or operational creditor or by the company itself under the IBC before the NCLT.

28. DIFFERENCE IN VALUATION

The Company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

29. FRAUD

The Company did not note or encountered any incidence or indication for existence of fraudulent activities in Company during the financial year 01/04/2025 to 31/03/2026.

30. COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended, including ensuring appropriate leave, benefits, and workplace facilities for women employees in accordance with applicable laws.

31. ACKNOWLEDGEMENTS

Your directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

	For and on behalf of the Board
	OMARA VENTURES INDIA LIMITED
	(Formerly known as Omara Ventures India Private Limited)
	Ishani Mehta Jaiswal	Samarth Jaiswal
	Director	Managing Director
	DIN:10835999	DIN:07043440
Place: Chandigarh
Date: 13/08/2026