Your Directors have pleasure in presenting their 09^th Annual Report for the Financial Year ended on March 31, 2025 (year under review) for your perusal, consideration and adoption.

1. Financial Highlights and State of Company’s Affair

2. State of Company’s Affairs

During the year under review, the net revenue of your Company is Rs 20,13,48,075/-The loss for the year under review is Rs. (4,24,60,404)/-.

3. Dividend

The Board of Directors of your Company, after considering relevant circumstances for the year under review, has decided that it would be prudent, not to recommend any Dividend for the year under review.

4. Transfer to Reserves

The Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for FY 2024-25 in the profit & loss account

5. Material Changes and Commitments and Change in Nature of Business

There have been no material changes and commitments affecting the Financial Position of the Company since the closure of the Financial Year i.e. since March 31, 2025, till the date of Board's Report.

Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

6. Annual Return

A copy of the draft Annual Return as required under Section 92(3) and Section 134(3)(a) of the Act has been placed on the Company's website. The web-link as required under the Act is www.omnipotent.co.in.

7. Directors’ Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the Act, the Board of Directors, to the best of its knowledge and ability confirms that:

i. in the preparation of the Annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

iii. they have taken proper and sufficient care for 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;

iv. they have prepared the Annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively

8. Auditors Statutory Auditors

M/s. Arpan & Associates LLP, Chartered Accountants (Firm Registration No. 129725W/100686]), who were appointed as Statutory Auditors of the Company at the 2021-2022 AGM to hold office until the conclusion of the 20262027 AGM, have tendered their resignation with effect from 26^th August 2025, due to preoccupation in other activities. The Board of Directors places on record its sincere appreciation of the valuable services rendered by them during their tenure as the Statutory Auditors of the Company.

To fill the casual vacancy caused by the said resignation, the Board of Directors, on the recommendation of the Audit Committee, appointed M/s Motilal and Associates LLPChartered Accountants (Firm Registration No.106584W),

as Statutory Auditors of the Company, subject to approval of the shareholders.

The Company has received the necessary consent and eligibility certificate from the new Statutory Auditors in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Accordingly, the resolution for the appointment of the Statutory Auditors being part of the notice of the ensuing AGM.

9. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed Ms. Sonam Jain, Practicing Company Secretary (Membership No. 9871, COP No. 12402) as the Secretarial Auditor of the Company for the financial year 2024-25. The Secretarial Audit Report for FY 2024-25 is annexed as Annexure A to this Report.

10. Reporting of Fraud by Auditors

There are no offences involving fraud committed against the Company by officers or employees of the Company, pursuant to Section 143(12) of Companies Act, 2013 (‘the Act’) reported by auditors to the Central Government.

11. Loans, Guarantees and Investments

Pursuant to Section 186 of the Companies Act, 2013, the Company has made certain investments during the year. Details of such investments are provided in the financial statements forming part of this Annual Report.

12. RelatedPartyTransactions

Related party transactions that were entered into during the financial year were on arm’s length basis and were in ordinary course of business. There are no materially significant related party transactions entered by the Company which may have potential conflict with the interest of the Company.

There are no material related party transactions which are not in ordinary course of business, or which are not on arm’s length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

13. Conservation of Energy, Technology Absorption and Foreign Exchange Outgo [Section 134(3)(M)]:

14. Risk Management Policy

The provisions of Regulation 21 of the Listing Regulations pertaining to Risk Management Committee are not applicable to the Company, however, the Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures to review key elements of risks viz. Regulatory and Legal, Competition and Financial etc. and measures taken to ensure that risk is controlled by means of a properly defined framework.

15. Directors & Key Managerial Personnel

During the year under review and up to the date of this Report, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

• Resignations:

• Ms. R. Suby (DIN: 06976989) resigned from the position of Independent Director of the Company and also ceased to be a member of various Committees of the Board with effect from 17^th March 2025.

• Ms. Sampada Paras Shah (DIN: 09288906) resigned from the position of Non-Executive and Non-Independent Director of the Company and also ceased to be a member of various Committees of the Board with effect from 17^th March 2025.

• Appointments:

• Mr. Gaurav Piplonia (DIN: 07459334) was appointed as an additional Director on the Board of the Company with effect from 17^th March 2025 and also appointed as Managing Director as on June 30, 2025 and will be confirmed/ regularised in the ensuing AGM..

• Mrs. Ruchi Joshi Meratia (DIN: 07406575) was appointed as an Additional Independent Director on the Board of the Company with effect from 17^th March 2025.

• Mr. Manoj Batham(11100515) was appointed as an Additional Independent Director on the Board of the Company with effect from 15^th May 2025 .

• Mr. Navneet Khare(11100515) was appointed as an Additional Independent Director on the Board of the Company with effect from 15^th May 2025

The Board places on record its sincere appreciation for the valuable guidance and contribution made by the outgoing Directors. The Board also extends a warm welcome to the newly appointed Directors and looks forward to their continued support and guidance in the future.

Key Managerial Personnel

Mr. Daivalkumar Chauhan (Membership No. A67920) resigned from the position of Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 1^st May 2024.

Mrs. Harsh Jagrani Minj (Membership No. A59998), an Associate Member of the Institute of Company Secretaries of India, was appointed as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 30^th May 2024She, however, resigned from the said position with effect from 31^stJuly 2024.

Ms. Sanjana Mank Bohara was appointed as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 20^thAugust 2024.

Shesubsequentlyresignedfromthesaidpositionwitheffectfrom17^thMarch2025.

The Board places on record its sincere appreciation for the valuable guidance and contribution made by the outgoing Company Secretary and

the Board places on record its appreciation and welcomes her contribution to the Company.

Meetings of the Board of Directors

The Board met for Six (06) times during the Financial Year ended March 31^st, 2025. The intervening gap between the two Meetings was within the time limit prescribed under Section 173 of the Companies Act, 2013 ("the Act”) and the rules made there under.

Declaration of Independent Directors

The Company has received declarations / confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 25(8) stating that they meet criteria of Independence as defined under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations.

16. Performance Evaluation

Pursuant to the provisions of the Act, SEBI Listing Regulations, 2015 and Nomination and Remuneration Policy of the Company, the Nomination and Remuneration Committee ("NRC”) and the Board has carried out the annual performance evaluation of the Board, its committees and individual Directors by way of individual and collective feedback from Directors. The Independent Directors have also carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole. Structured questionnaires covering the evaluation criteria laid down by the NRC, prepared after taking into consideration inputs received from Directors, were used for carrying out the evaluation process.

The Directors expressed their satisfaction with the evaluation process.17. Audit Committee

The Audit Committee consists of two Independent Directors and one NonExecutive Non-Independent Director as on March 31^st, 2025, with Mr. Vikas

Jain as the Chairperson and Ms. R. Suby and Mrs. Sampada Shah as Members.

"All the members of the Committee resigned as on 17^th March 2025. The new composition of the Committee comprises of Mr. Manoj Batham as the Chairperson, and Mrs. Ruchi Joshi Meratia and Mr. Navneet Khare as the Members.”

The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and compliance of various regulations. The Committee also reviews the financial statements before they are placed before the Board.

18. Nomination and Remuneration committee

The Nomination and Remuneration Committee consists of three Independent Directors as on March 31^st, 2025, with Mr. Vikas Jain as the Chairperson and Ms. R. Suby and Mrs. Sampada Shah as Members.

"All the members of the Committee resigned as on 17^th March 2025. The new composition of the Committee comprises of Mr. Manoj Batham as the Chairperson, and Mrs. Ruchi Joshi Meratia and Mr. Navneet Khare as the Members.”

19. Policy on Nomination and Remuneration

In compliance with the requirements of Section 178 of the Companies Act,2013, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Company's website. The web-link as required under the Companies Act, 2013 is: www.omnipotent.co.in.

The salient features of the Nomination and Remuneration Policy are as under:

1) Setting out the objectives of the Policy

2) Definitions for the purposes of the Policy

3) Appointment, resignation, retirement and removal of Director, KMP and Senior

Management Personnel

4) Remuneration for the Whole Time Directors, KMP and Senior Management

Personnel.

20. Dividend Distribution Policy

The Company is not falling under the criteria mentioned in Regulation 43A of theListing Regulations pertaining to Dividend Distribution Policy. Therefore, the Company is not required to formulate Dividend Distribution Policy.

21. Stakeholders Relationship Committee:

As on 31^st March 2025, the composition of the Stakeholders’ Relationship Committee comprised Mr. Manoj Batham (Independent Director), Mrs. Ruchi Joshi Meratia (Independent Director), Mr. Navneet Khare (Independent Director), and Mr. Gourav Piplonia (Managing Director).

During the year one meeting of stakeholders Relationship Committee was held on 17.03.2025

During the year no complaints were received.

22. Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure B.

A statement showing the names and particulars of the employees falling within thepurview of Rule 5(2) of the aforesaid rules are provided in the Annual Report. The Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and the same will be furnished on request in writing to the members.

23. Compliance with the Applicable Secretarial Standards

The Company has generally complied with all the Secretarial Standards as applicable to the Company

24. Deposits

The Company has Rs. 39,97,420 accepted as deposits under Section 73 of the Companies Act, 2013 ("the Act") and rules made thereunder and no amount on account of repayment of deposits or interest thereon was due during the year under review.

25. Share Capital

The Authorized Share Capital (ASC) of the Company during the year under review was Equity Shares of Rs. 10/- each to Rs. 7,50,00,000/- (Rupees Seven Crore Fifty Lakh Only) divided into 75,00,000 (Seventy-Five Lakh) Equity Shares of Rs. 10/- each and Paid-up Share Capital (PSC) of the Company during the year under review was Equity Shares of Rs.10/- each to Rs. 6,05,00,000 /- (Rupees Six Crore Five Lakh Only) divided into 60,50,000 (Sixty Lakh Fifty Thousand Only) Equity Shares of Rs. 10/- each.

26. Listing of Securities

The Equity Shares of the Company were listed on BSE Limited (SME Platform) on November 29, 2021, with Security ID: 543400.

The Company confirms that the Annual Listing Fees to the Stock Exchange for the Financial Year 2024-25 have been paid.

27. Maintenance of Cost Records

Maintenance of cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013, is not required to be maintained by the Company.

28. Internal Financial Controls and their adequacy

The Company has an adequate internal control system, commensurate withthe size, scale and complexity of its operation.

29. InternalFinancialControlsandtheiradequacy

The Company has an adequate internal control system, commensurate with the size, scale and complexity of its operation.

30. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary or Associate Company and has not entered into any Joint Venture Agreement during the year under review.

31. Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Act a Vigil Mechanism for directors, employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the Company and the web-link as required under SEBI Listing Regulations, 2015 is as under: www.omnipotent.co.in.

32. Corporate Social Responsibility

The Company is not falling under the criteria mentioned in Section 135(1) of the Companies Act, 2013. Therefore, the Company is not required to develop or implement policy on any Corporate Social Responsibility initiatives.

33. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. The Management Discussion and Analysis Report is annexed as Annexure - C.

34. Corporate Governance

Pursuant to Regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27, 46(2)(b) to (i) and (t) and Para C, D and E of Schedule V of the Listing Regulations are not applicable to the Company as the Company has listed its securities on SME Exchange.

35. Disclosure as required under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the Act”)

The Company has made a policy on Prevention of Sexual Harassment at workplace in line with the statutory requirements. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaints were received by the Company related to sexual harassment.

36. Details of Application made or any Proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under review, no application has been made under the Insolvency and Bankruptcy Code, 2016 by the Company.

37. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions

During the year under review, no valuation has been done either at the time of onetime settlement, if any, with Banks / Financial Institutions or while taking loans from the Banks or Financial Institutions, if any. Accordingly, no details are required to be disclosed.

38. Significant and Material Orders Passed by the Court or Regulators or Tribunals Impacting the going Concern Status and Company’s Operations in Future.

There are no orders passed by the courts or regulators or tribunals impacting the going concern status and the Company’s operations in future.

39. Other Disclosures

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

b. In the opinion of the Board, the Independent Directors appointed/ re-appointed during the year are persons of integrity and possess expertise, experience and proficiency.

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

d. The Company does not have any Holding / Subsidiary and hence the disclosure pursuant to Section 197(14) is not applicable to the Company.

40. Acknowledgement

Your directors place on records their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board also places on record its appreciation for the continued cooperation and support received by your Company during the year from investors, bankers, financial institutions, customers, business partners, all regulatory and government authorities and other stakeholders.