Omfurn India Ltd Directors Report

Dear Members, Omfurn India Limited

Your Directors present the 28^th Annual Report on the business and operations of Omfurn India Limited ("the Company") along with the Audited Financial Statements, for the Financial Year ended March 31, 2025.

1. FINANCIALS: a. FINANCIAL RESULTS:

The Financial Performance of the Company during the year under review along with the previous year figures is summarised as under: (Rs. in Lakh)

Particulars	2024-25	2023-24
Revenue from operations	8412.59	8028.82
Other Income	150.55	108.88
Sub Total (A)	8563.14	8137.69
Expenditure
Production Cost	5555.27	5763.75
Employee Benefit expense	909.65	793.40
Other Expenses	818.68	735.07
Sub Total (B)	7283.60	7292.23
Profit before Tax, Interest and Depreciation	1279.54	845.46
Finance Cost	158.64	217.38
Depreciation and Amortisation	251.23	138.01
Profit/ (Loss) before Tax	869.67	490.07
Tax Expense	227.10	123.76
Profit/ (Loss) After Tax	642.57	366.30
Add: Opening balance of Profit and Loss Account	2078.88	1712.57
Balance Carried to Balance Sheet	2721.45	2078.87

b. COMPANYS PERFORMANCE REVIEW:

The year under review marked another phase of progress for Omfurn India Limited, with the Company delivering a consistent performance across revenue and profitability parameters. Revenue from operations stood at Rs 8412.59 lakhs, reflecting steady growth over the previous financial year. Operating margins improved significantly, with EBITDA rising to Rs 1279.54 lakhs and margins expanding to 14.94% from 10.39% in the previous year. The net profit for FY 2024-25 increased to Rs 642.57 lakhs, representing a robust growth of nearly 75% over the previous years Rs 366.32 Lakhs. This improvement was supported by disciplined cost management, improved execution capabilities, and an increasing share of value-added products.

Omfurn India Limited is primarily engaged in the business of providing turnkey interior and furniture solutions, with a product portfolio that includes wooden and metal doors, modular furniture, wardrobes, vanities, and institutional furniture. The Company serves a diversified client base across hospitality, corporate, institutional, and real estate sectors, supported by modern manufacturing infrastructure, in-house design expertise, and industry-recognised quality certifications. Omfurn continues to strengthen its position as a reliable and innovative solutions provider in the interior fit-out and furniture industry. c. DIVIDEND:

Your Directors have not recommended any Dividend for the financial year under review. d. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to its reserves for the year under review.

2. SHARE CAPITAL: a. AUTHORISED SHARE CAPITAL:

There is no change in the Authorised share capital of the Company during the year under review. As on March 31, 2025, the Authorised Share Capital is Rs. 12,50,00,000/- (Rupees Twelve Crore Fifty Lakhs) divided into 1,25,00,000 Equity Shares of Rs.10/- (Rupees Ten). b. ISSUED/ PAID UP/SUBSCRIBED SHARE CAPITAL:

As on March 31, 2025, the issued, paid up and subscribed share capital of the Company is Rs. 11,77,44,000/- (Rupees Eleven Crores Seventy Seven Lakh Forty Four Thousand) divided into 1,17,74,400 (One Crore Seventeen Lakh Seventy Four Thousand Four Hundred) Equity Shares of Rs.10/ - (Rupees Ten).

There is no change in the issued, paid up and subscribed share capital of the Company during the year under review.

However, the Company at its Board Meeting held on March 20, 2025 and May 24, 2025 has issued and allotted respectively 4,17,600 convertible equity share warrants on a preferential basis to promoter and promoter group of the Company. These warrants are convertible into equity shares within a period of eighteen (18) months from the date of allotment.

3. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Your Company does not have any Subsidiary, Associate and Joint Venture Company.

4. MATERIAL ORDERS OF REGULATORS / COURTS / TRIBUNALS:

There are no significant and material orders were passed by any Regulators or Courts or Tribunal which impact the going concern status and the Companys operations in future.

5. CREDIT RATING:

The Credit rating of the Company as on March 31, 2025 is as under:

Particulars	Rating 2025
Long Term Borrowings/Ratings	CRISIL BBB-/STABLE
Short Term Borrowings/Ratings	CRISIL A3

6. AUDITORS AND AUDIT REPORTS a. STATUTORY AUDITORS:

M/S. Ashok Shetty & Co, Chartered Accountants, Mumbai (ICAI Firm Registration No.117134W) were appointed as Statutory Auditors of the Company at the 27^th Annual General Meeting (AGM) held on September 21, 2024 for first term of 5 (five) consecutive years to held office from the conclusion of the 27^th Annual General meeting till the conclusion of the 32^nd Annual General Meeting of the Company to be held in the year 2029. The Companies (Amendment) Act, 2017 has waived the requirement for ratification of the appointment by the members at every AGM. Hence, the approval of the members is not being sought for the re-appointment of the Statutory Auditors and in line with resolution of their appointment passed at the 27^th AGM held on September 21, 2024.

The Auditors Report on the financial statement of the Company for the financial year ended March 31, 2025, which forms part of the Annual Report of the Company, does not contain any reservation, qualification, disclaimer or adverse remark.

b. SECRETARIAL AUDITOR:-

In terms of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations, as amended, the Board of Directors has, on the recommendation of Audit Committee, appointed Mr. Prashant S. Mehta (Proprietor - P. Mehta & Associates), Practising Company Secretary, to undertake the Secretarial Audit of the Company for a period of five years with effect from financial year 2025-26.

Pursuant to recent amendment to Regulation 24A of SEBI (Listing Regulation and Disclosure Requirements) Regulations, 2015, the Board of Directors at their meeting held on May 24, 2025 recommended the appointment of Mr. Prashant S. Mehta, proprietor of M/s. P. Mehta & Associates, Practicing Company Secretaries, Mumbai, (Firm Registration No. S2018MH634500) (Membership no. 5814; COP no. 17341) as Secretarial Auditors for a term of five consecutive years commencing from April 1, 2025 till March 31, 2030 subject to approval of members at the ensuing 28th Annual General Meeting of the Company. The Secretarial Auditors Report for financial year 2024-25 does not contain any qualification, reservation, disclaimer or adverse remark. The Report of the Secretarial Auditor for the financial year ended March 31, 2025 is annexed herewith as "Annexure A".

c. INTERNAL AUDITOR:-

The Board of Directors has, on the recommendation of the Audit Committee, appointed M/s. Patkar & Associates, Chartered Accountants as the Internal Auditors of the Company. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

7. INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

8. CORPORATE GOVERNANCE:

Since the Companys securities are listed on SME Emerge platform of National Stock Exchange of India Limited by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirement), Regulations, 2015 the compliance with the corporate governance provisions as specified in regulation 17 to 27 and clauses (b) to (i) [and (t)] of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. The Company has also filed non-applicability of corporate governance requirement certificate with NSE. Hence, corporate governance does not form part of this Boards Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL: a. COMPOSITION:

The Composition of the Board of Directors and Key Managerial Personnel are as follows:

Sr. No	Name of the Director	Designation
1.	^Mr. Rajendra C Vishwakarma	Managing Director
2.	Mr. Mahendra C Vishwakarma	Whole time Director & Chief Financial Officer
3.	Mr. Narendra C Vishwakarma	Executive Director & Chief Executive Officer
4.	**Mr. Sudhir J Shah	Chairman & Non-Executive Independent Director
5.	Mr. Parag S Edwankar	Non-Executive Independent Director
6.	Ms. Geeta	Non-Executive Independent Woman Director
7.	Mr. Prasad N Chirravuri	Non-Executive Independent Director
8.	Ms. Dhara P Shah	Company Secretary
9.	Mr. Prashant R Vishwakarma	Whole time Director
10.	Mr. Parmanand M Vishwakarma	Whole time Director
11.	$ Mr. Madhav P Deshpande	Non-Executive Independent Director

During the year under review, following change took place in the composition of the Board:

^ Mr. Rajendra C Vishwakarma stepped down as a Chairman of the Board and the Company w.e.f August 3, 2024, however he continues to be the Managing Director of the Company.

** Mr. Sudhir J Shah, Non-Executive Independent Director was appointed as a Chairman of the Board and the Company w.e.f August 3, 2024. $Mr. Madhav P Deshpande resigned with effect from August 2, 2024.

b. APPOINTMENT/RE-APPOINTMENT OF DIRECTORS: i. Mr. Madhav Deshpande resigned as Director with effect from August 2, 2024. ii. On recommendation of Nomination and Remuneration Committee and approved by the Board of Directors at their meeting held on August 3, 2024 had approved:

• The re-appointment of Mr. Prasad Chirravuri (DIN:08604812) as a Non-Executive Independent Director of the Company for the second term of 5 years commencing from November 7, 2024 to November 6, 2029

• The re-appointment of Ms. Geeta (DIN:08769814) as Non-Executive Independent Director of the Company for the second term of 5 years commencing from from 27^th June, 2025 to 26^th June, 2030.

The above re-appointments of Mr. Prasad Chirravuri and Ms. Geeta, Non-Executive Independent Directors were approved by the shareholders at the 27^th Annual General Meeting of the Company.

c. RETIREMENT BY ROTATION:

In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Prashant R Vishwakarma, (DIN: 10228817), Director is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment at the said meeting. The Board recommends his re-appointment for members approval.

As per Regulation 36 of the SEBI LODR and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (SS-2), a brief profile and other relevant details regarding reappointment of Mr. Prashant R Vishwakarma is in the Annexure accompanying the explanatory statement to the Notice of the ensuing Annual General Meeting.

d. INDEPENDENT DIRECTORS DECLARATION

The Company has received declaration of Independence, pursuant to Section 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.They also have complied with sub-rule (1) and sub-rule (2) of Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and their name have been included in the data bank of the ‘Indian Institute of Corporate Affairs at Manesar (IICA).

e. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its Directors informed of the activities of the Company, its management, operations and provides an overall industry perspective as well as issues faced by the industry.

f. KEY MANAGERIAL PERSONNEL:

During the year under review, there were no changes in Key Managerial Personnel of the Company. As on March 31, 2025 following are the Key Managerial Personnel: i. Mr. Rajendra C Vishwakarma, Managing Director; ii. Mr. Mahendra C Vishwakarma, Whole Time Director and Chief Financial Officer; iii. Mr. Narendra C Vishwakarma, Director & Chief Executive Officer; iv. Mr. Prashant R Vishwakarma, Whole Time Director; v. Mr. Parmanand M Vishwakarma, Whole Time Director. vi. Mrs. Dhara P Shah, Company Secretary.

10. BOARD MEETINGS AND COMMITTEE MEETINGS: a. BOARD MEETINGS:

During the year under review, the Board of Directors met Six (6) times on May 28, 2024, August 3, 2024, November 9, 2024, February 4, 2025, February 8, 2025 and March 20, 2025. The time gap between two

Board meetings did not exceed 120 days.

The Composition of the Board, designation, their attendance at the meetings held during the year under review is tabled below:

Sr. No.	Name	Designation	No. of Board Meetings
			Held	Attended
1	^Mr. Rajendra C Vishwakarma	Managing Director	6	6
2	Mr. Mahendra C Vishwakarma	Whole Time Director & CFO	6	6
3	Mr. Narendra C Vishwakarma	Director & CEO	6	6
4	Mr. Prashant R Vishwakarma	Whole Time Director	6	6
5	Mr. Parmanand M Vishwakarma	Whole Time Director	6	6
6	**Mr. Sudhir J Shah	Non-Executive Independent Director	6	6
7	Mr. Parag S Edwankar	Non-Executive Independent Director	6	4
8	Mr. Prasad N Chirravuri	Non-Executive Independent Director	6	6
9	Ms. Geeta	Non-Executive Independent Director	6	4
10	$ Mr. Madhav P Deshpande	Non-Executive Independent Director	1	1

During the year under review, following change took place in the Board of Directors: $Mr. Madhav P Deshpande resigned with effect from August 2, 2024.

^Mr. Rajendra C Vishwakarma stepped down as a Chairman of the Board and the Company w.e.f August 3, 2024, however he continues to be the Managing Director of the Company.

**Mr. Sudhir J Shah, Non-Executive Independent Director was appointed a Chairman of the Board and the Company w.e.f August 3, 2024.

b. EXTRA ORDINARY GENERAL MEETINGS: During the year under review, no Extra Ordinary General Meeting was held. However, an Extra Ordinary General Meeting of the members of the Company was held on April 16, 2025 to approve the following special resolution: To offer, issue and allot 4,17,600 convertible equity share warrants by way of preferential issue on private placement basis to persons belonging to promoter and promoter group.

c. COMMITTEES OF THE BOARD:

i. AUDIT COMMITTEE:

The Company has constituted an Audit Committee, as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the Committee met four (4) times i.e., on May 28, 2024, August 3, 2024, November 9, 2024 and February 8, 2025. The Committee comprises of following Four (4) Directors. The composition of the Committee, category of members, their attendance at the committee meetings held during the year are as under:

Name of Directors	Designation	No. of Board Meetings
		Held	Attended
Mr. Sudhir J. Shah Chairman	Non-Executive & Independent Director	4	4
Mr. Prasad N. Chirravuri Member	Non-Executive & Independent Director	4	4
Mr. Parag S. Edwankar Member	Non-Executive & Independent Director	4	3
Mr. Rajendra C Vishwakarma Member	Managing Director	4	4

The Role and powers of the committee are as under:

1) Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the auditors and the fixation of audit fees.

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4) Reviewing, with the management, the annual financial statements and auditors report before submission to the board for approval, with particular reference to: a. Matters required to be included in the Directors Responsibility Statement in the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; g. Modified opinion(s) in the draft audit report.

5) Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.

6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7) Reviewing and monitoring the auditors independence and performance and effectiveness of audit process.

8) Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof.

9) Scrutiny of inter-corporate loans and investments.

10) Valuation of undertakings or assets of the Company, wherever it is necessary. 11) Evaluation of internal financial controls and risk management systems.

12) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14) Discussion with internal auditors on any significant findings and follow up there on.

15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

18) To review the functioning of the Whistle Blower mechanism, in case the same exists.

19) Approval of appointment of CFO or any other person heading the finance function or discharging that function after assessing the qualifications, experience & background, etc. of the candidate.

20) To overview the Vigil Mechanism of the Company and take appropriate actions in case of repeated frivolous complaints against any Director or Employee.

21) To implement Ind AS (Indian Accounting Standards), whenever required. 22) Monitoring the end use of funds raised through public offers and related matters.

23) Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

24) Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

The Audit Committee shall mandatorily review the following information: a. Management Discussion and Analysis of financial condition and results of operations. b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management. c. Management letters / letters of internal control weaknesses issued by the statutory auditors. d. Internal Audit Reports relating to Internal Control Weaknesses. e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the audit committee.

25) Statement of deviations: a. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice in terms of Regulation 32(7).

Powers of the Audit Committee:

? Investigating any activity within its terms of reference; ? Seeking information from any employee; ? Obtaining outside legal or other professional advice; and

? Securing attendance of outsiders with relevant expertise, if it considers necessary. ii. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Company has constituted a Stakeholders Relationship Committee as per the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

During the year under review, the Committee met on May 28, 2024. The Committee comprises of following Four (4) Directors. The composition of the Committee, category of members, their attendance at the committee meetings held during the year are as under:

Name of Directors	Designation	No. of Board Meetings
		Held	Attended
Mr. Sudhir J Shah - Chairman	Non-Executive & Independent Director	1	1
Mr. Prasad N Chirravuri - Member	Non-Executive & Independent Director	1	1
Mr. Rajendra C Vishwakarma - Member	Managing Director	1	1
Ms. Geeta - Member	Non-Executive & Independent Director	1	1

The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our Company. The terms of reference of the Investor Grievance Committee include the following: a. Redressal of shareholders/investors complaints; b. Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent; c. Issue of duplicate certificates and new certificates on split/consolidation/renewal; d. Non-receipt of declared dividends, balance sheets of the Company; and e. Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The details of Investors complaints received and resolved during the year 2024-2025 are as under:

No. of Investors Complaints received during the year 2024-25	No. of Investors Complaints resolved during the year 2024-25	No. of Investors Complaints pending as on 31st March, 2025
0	0	0

iii. NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

During the year under review, the Committee met two (2) times on May 28, 2024, and August 3, 2024. The Committee comprises of following Four (4) Directors. The composition of the Committee, category of members, their attendance at the committee meetings held during the year are as under:

Name of Directors	Designation	No. of Board Meetings
		Held	Attended
Mr. Parag S Edwankar - Chairman	Non-Executive & Independent Director	2	1
Mr. Sudhir J Shah - Member	Non-Executive & Independent Director	2	2
Mr. Prasad N Chirravuri - Member	Non-Executive & Independent Director	2	2
Ms. Geeta - Member	Non-Executive & Independent Director	2	1

Role of the Committee:

Role of Nomination and Remuneration Committee are as under:

a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other employees; b) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors. c) Devising a policy on diversity of Board of Directors. d) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal. e) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors. f) Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

11. PERFORMANCE EVALUATION:

In compliance with the Companies Act, 2013, and Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, its committees, individual directors, Chairperson, Whole-time Director for the year under review.

The Board and Committee functioning was reviewed and evaluated on the basis of responses from directors, committee members, whole-time director on various aspects of composition and functioning of board and its committee.

In a separate meeting of Independent Directors held on May 24, 2025, performance of non-Independent Director, performance of Board as whole and performance of Chairman were also evaluated.

The Board expressed its satisfaction with evaluation results, which reflects high degree of engagement of Board and its committee with the Company and its management.

12. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to Regulation 25 of the SEBI LODR, your Company familiarizes its Independent Directors with their roles, rights, responsibilities as well as the Companys business and operations. Moreover, Directors are regularly updated on the business strategies and performance, management structure and key initiatives of businesses at every Board Meeting. The Company proactively keeps its Directors informed of the activities of the Company, its management, operations and provides an overall industry perspective as well as issues faced by the industry.

13. RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered into are in the ordinary course of business and at arms length and are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. Further, the disclosure of transactions with related party for the year, as per Accounting Standard 18 is given in Note 2.17 of the Notes forming part of Financial Statement for the year ended on March 31, 2025.

Omnibus approval is given by the Audit Committee for the transactions which are foreseen and are repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and the Board on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The said transactions were unanimously approved by the Audit Committee as well as by the Board.

There were no material contracts or arrangements with related parties during the year under review. Accordingly, no transactions are being reported in Form AOC-2 in accordance with Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

14. STATEMENT OF DEVIATION/VARIATION IN THE UTILISATION OF PROCEEDS OF FURTHER PUBLIC

OFFER:

There has been no Deviation/ Variation in the utilisation of proceeds of Further Public Offer.

15. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Pursuant to the provisions of Section 186 of the Act and Schedule V of the SEBI LODR, particulars of loans, guarantees given and investments made by your Company during financial year 2024-25 are given in the notes to the Financial Statements.

16. MANAGEMENTS DISCUSSION AND ANALYSIS:

Managements Discussion and Analysis for the year under review, as stipulated in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Report "ANNEXURE-B".

17. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of employees drawing remuneration and other disclosures are mentioned in "ANNEXURE C", forms part of this Report.

18. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Corporate Social Responsibilities is applicable to the Company since the net profit exceeds Rs.5 Crores, as one of the threshold limits prescribed under Section 135 of the Companies Act, 2013 and the

Companies (Corporate Social Responsibility) Rules, 2014. The Company has constituted the Corporate Social Responsibility committee consisting of 3 Directors of which 1(one) is Independent Director.

The Company has exceeded the threshold limits of net profit of Rs. 5 crore during immediately preceding financial year ended March 31, 2025 as specified under Section 135 of the Companies Act, 2013, accordingly it is required to spend 2% of average net profit made in the year 2025-26 on account of Corporate Social Responsibility.

19. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO IEPF

The transfer of unclaimed dividend and equity shares to IEPF is not applicable to the Company since the Company has not declared any dividend.

20. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Complaints Committees at its workplaces. No complaints have been received during the year 2024-25.

21. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of directors has adopted the code of Internal Procedures and Conduct for regulating, monitoring and reporting trading by designated persons in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said code lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the securities of the Company. The Code of fair disclosure of unpublished price sensitive information is available on the Companys website under the Investors Relations section at www.omfurnindia.com.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO:

I. CONSERVATION OF ENERGY: a. STEPS TAKEN OR IMPACT ON CONSERVATION OF ENERGY;

The Company is engaged in manufacturing of furniture items and fire doors. The use of electricity is substantial in the manufacturing process. The Company has strict control systems to monitor day to day power consumption. The Company has replaced the conventional lights with the LED lights which are highly efficient in power consumption and the increase in brightness has led to better working conditions. Optimum lightings have helped in reducing the stress on eyes of workers in the factory. The Company has achieved a reduction in energy consumption with the use of transparent insulated roof top. b. STEPS TAKEN BY THE COMPANY FOR UTILISING ALTERNATE SOURCES OF ENERGY;

The Company has already installed Solar Plant at the Umbergaon factory, which has resulted in reduction of energy consumption to a larger extent. This investment in Solar Plant has helped the Company to generate electricity as an alternate source of energy and also reduced the electricity cost incurred in factory.

II. TECHNOLOGY ABSORPTION:

(i) Efforts made towards technology absorption:

Your factory is equipped with CNC woodworking machines. These machines are known for their precision and efficiency, which allow us to manufacture furniture products with accuracy and quality. Our in-house design facility is also an integral part of our infrastructure, as it enables us to provide complete furniture solutions that are in line with the latest design trends. We conduct comprehensive testing of raw materials in our quality laboratory at our factory in accordance with both Indian Standards and our internal specifications. Our expert testing helps us to document the quality and safety of our furniture, which strengthens consumer trust in our brand. By ensuring that all our raw material meet strict quality standards, we can produce furniture products that are not only beautiful but also safe and durable. We maintain our quality standards and have obtained certifications like ISO 9001, 14001, and 45001 under the strict certification rules. We believe our infrastructure is designed to manufacture high-quality furniture products efficiently and effectively.

The Company continues its efforts in up gradation of systems and equipment, with a view to improving the quality of the products, cost reduction in terms of better productivity and customer satisfaction through better product performance. The Company is continuously updating itself to standardize and install required machinery for manufacturing and quality control. The 3D Pyhtha Software was incorporated in our new vertical Modular Furniture in residential projects like Kitchen, Wardrobe and Vanity etc. With this software the Company has optimized cost and has reduced material wastage when designing furniture.

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution;

Your Company intends to improve operating efficiencies to achieve cost reductions to have a competitive edge over the peers. We believe that this can be done through technology and design improvements. We are committed to relentlessly focus on improved quality through constant upgradation & development. To cater to the growing demand of our products from our existing customers and to meet requirements of new customers, recently Recently, we have expanded our manufacturing capabilities by starting metal door production. To support this, we have invested in advanced machinery, including a Turret Punch Press, Hydraulic Press Brake, Projection Welding machines, and an in-house powder coating unit. This new line complements our existing operations and allows us to deliver high-quality metal doors with precision, durability, and a superior finish.

With respect to the launch of metal product, the following steps have been taken as on date:

• Feasibility of the market and opportunities in metal door space by the sales and marketing team and senior management of the Company;

• Research on current metal door products available in the market and feasibility of manufacturing of the same and improvement possible by the Company;

• The fire-rated doors have been tested in accordance with Indian Standard IS 3614 at NABL-accredited laboratories.

• Approaching existing clients and we have been successful in securing some orders as well

• We are now also working on the process of applying a wooden finish to metal doors using the sublimation technique. This innovative process allows us to combine the strength of metal with the aesthetic appeal of wood, offering customers elegant, durable solutions.

(iii) In case of imported technology:

(a) Details of technology imported and year of Import;

During the year under review, the Company has not imported any technology.

(b) Whether the technology been fully absorbed;

The expansion at the existing plot at GIDC Umbergaon to manufacture door frames, shutters predominantly for the real estate sector was successful and the Company has achieved remarkable results.

(c) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

Not Applicable

(iv) Expenditure incurred on Research and Development:

During the year under review, the Company has not incurred any expenses towards Research and Development.

Foreign Exchange Earnings and Outgo:

The details of foreign exchange earnings and outgo are as under: (Rs. in Lakh)

Particulars	2024-25
Foreign Exchange Earned	NIL
Foreign Exchange Outgo	NIL

23. VIGIL MECHANISM:

The Board of Directors of the Company, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed vigil mechanism viz. "Whistle Blower Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company has established a Whistle Blower Policy / Vigil Mechanism Policy and the same is placed on the web site of the Company viz. www.omfurnindia.com

24. PUBLIC DEPOSITS:

The Company has not accepted or renewed any deposits from public in terms of Section 73 and/or 74 of the Companies Act, 2013.

25. ANNUAL RETURN:

Pursuant to Sub-Section 3(a) of Section 134 and Sub-Section (3) of Section 92 of the Act, a copy of the Annual Return of the Company as on March 31, 2025 is placed on the website of the Company and the same is available on the following link www.omfurnindia.com.

26. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Statutory Auditors had not reported any matter under Section 143(12) of the Act. Therefore, disclosure is not applicable in terms of Section 134(3)(ca) of the Act.

27. OTHER DISCLOSURES/REPORTING:

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the FY under review: a. Issue of Equity Shares with differential rights as to dividend, voting or otherwise. b. Issue of shares (Including sweat equity shares) to employees of the Company under any scheme save and except Employee Stock Option Scheme referred to in this report. c. There was no change in nature of the business of the Company. d. The Directors have devised proper systems and process for complying with the requirements of applicable Secretarial Standards issued by ICSI.

28. MATERIAL CHANGES AND COMMITMENTS, IF ANY:

In terms of Section 134(3)(l) of the Companies Act, 2013 there are no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

29. RISK MANAGEMENT:

The Company has developed and implemented a Risk Management process which identifies major risks which may threaten the existence of the Company. The same has also been adopted by the Board and is also subject to its review from time to time.

30. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act in relation to the audited Financial Statements of the Company for the year ended 31st March, 2025, the Board of Directors hereby 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. such accounting policies have been selected and applied consistently and the Directors 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, 2025 and of the profit of the Company for the year ended on that date; c. proper and sufficient care was taken 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 Annual Accounts of the Company have been prepared on a going concern basis; e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thank the customers, shareholders, employees, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

FOR OMFURN INDIA LIMITED

SUDHIR J SHAH CHAIRMAN DIN: 00302584

DATE: MAY 24, 2025 PLACE: MUMBAI