On behalf of the Board of Directors, it is our pleasure to present tire 50⁸¹ Directors' Report of
Omansh Enterprises Limited ("the Company") for the year ended 31st March, 2025.

1. FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS

(Rs. in Lakh)

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR

During the year under review, your Company recorded revenue of Rs. 12.28 Lakh as
compared to revenue of Rs. 1.02 Lakh in previous year. During the Financial year, the
Company incurred net loss of Rs. 19.26 Lakh as compared to Net loss of Rs. 32.72 Lakh in the
previous year. Your Directors are optimistic about company's business and hopeful of better
performance in the coming years.

3. CHANGE IN THE NATURE OF BUSINESS

During tire year under review, tire Company has altered its Memorandum of Association
pursuant to Resolution Plan approved by the Hon'ble NCLT, New Delhi Bench vide its order
dated 29th February 2024 by adding of subclauses 6 and 7 after the existing sub clause 5 of
Clause III (A) of the Memorandum of Association.

4. DIVIDEND AND APPROPRIATION

During the year under review, the Board of Directors of the Company do not propose any
dividend for the financial year ended 31st March, 2025.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) 0) OF THE COMPANIES
ACT, 2013

During the year under review, due to losses of Rs. 19.26 Lakh, no amount was transferred to
reserves for the financial year ended March 31, 2025.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

During the Financial Year under review, there was a Change in the Capital Structure as per
the Approved Resolution Plan as follows:

1. 100% of the share capital held by the Promoter Shareholder's in the Company stood
cancelled without payment of any consideration i.e. all earlier promoters ceased to be the
promoters of the Company and the Promoters' share capital of the Company stood reduced.

2. Tire share capital of the existing Public Shareholders of the Company as on the Record Date
was reduced - i.e. for their existing shareholding of 500 fully paid shares, 499 Equity Shares
was cancelled. Accordingly, Public share capital of the Company stood reduced.

3. Tire fresh funds were infused by the Resolution Applicant - Raconteur Granite Limited (by
way of allotment of fresh Equity Share Capital i.e. 500000 (Five Lakhs) Equity Shares of Rs.
2/- (Rupees Two only) each hilly paid up), the Resolution Applicant became the new
promoter of the Company.

Further, during the period between the end of the financial year on 31st March, 2025, and the
date of this Report, there have been no material changes or commitments affecting the
financial position of tire Company except the following:

An Open Offer has been announced under the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011. Tire said open offer is currently in progress as on the date of
this Report. Tire outcome of the open offer may result in a change in shareholding pattern and
control of the Company, which may have air impact on the operations and financial position
of the Company in due course.

7. PUBLIC DEPOSITS

Tire Company has neither accepted nor renewed airy deposits during the Financial Year 2024-
25 in temrs of Chapter V of tire Companies Act, 2013.

8. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

Pursuant to Section 178 of the Companies Act, 2013 read with Companies (Meeting of the
Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, your Company has adopted familiarization programs for
Independent Directors and other directors to familiarize them with the Company, their role,
rights, responsibilities, nature of the industry in which the Company operates, business
model, management structure, industry overview, internal control system and processes, risk
management framework etc. Your Company aims to provide its Independent Directors,
insight into the Company's business model enabling them to contribute effectively.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Changes in Directors and Key Managerial Personnel during the year as follows:

i. Ms. Anshu Kumari Agaiwal (M. No. A72422) was appointed as Company Secretary &
Compliance Officer of tire Company w.e.f. 18^th April, 2024, however, she has resigned
w.e.f. 20^th May, 2025.

ii. Mr. Rameshwar Dayal (DIN: 05248801) appointed as Additional Director (Non-
Executive Independent) w.e.f. 29^th April, 2024 and regularized as Independent
Director w.e.f. 30^th September, 2024.

iii. Ms. Renu Satti (DIN: 07781116) appointed as Managing Director w.e.f. 29^th April, 2024.

iv. Mr. Govindan Krishnan (DIN: 08544832) appointed as Whole-time Director w.e.f. 29^th
April, 2024 and resigned from office of Whole-time Director as well as Director of the
Company w.e.f. 05^th September 2024.

v. Mr. Ajay Suresh Yadav appointed as Chief Financial Officer of the Company w.e.f. 29^th
April, 2024.

vi. Mr. Babulal Bhawarlal Kharwad (DIN: 08005282) as Additional Director (Executive)
of the Company and further he was designated as Whole-time Director of the
Company w.e.f. 5th September, 2024.

vii. Mr. Tushar Virendra Pratap Singh (DIN: 10388960) as the Independent Director of the
Company.

viii. Mr. Asdulla Mehfuzali Khan (DIN: 10388973) as the Independent Director of the
Company.

ix. Mr. Jubin Prernji Gada (DIN: 10820579) was appointed as an Additional Non-executive
Independent Director of the Company w.e.f. 13^th November, 2024.

x. Mr. Jignesh Keshav Barot (DIN: 08184643) was appointed as an Additional Non¬
executive Independent Director of the Company w.e.f. 13^th November, 2024.

xi. Mrs. Sushila Babulal Kharwad (DIN: 10016692) was appointed as an Additional
Director of the Company w.e.f. 13* November, 2024.

Change in Directors and Key Managerial Personnel after the closure of Financial Year 2024-

25 is as follows:

i. Ms. Muskan was appointed as Company Secretary & Compliance Officer of the
Company w.e.f. 24* May, 2025. Mr. Santosh was appointed as the ChiefFinancial
Officer of the Company w.e.f. 24* May, 2025.

ii. Mr. Krishan Kumar Jalan (DIN: 01767702), Mr. Parvesh Gupta (DIN:00506032), Mrs.
Jyoti Gupta (DIN: 02280839), arid Mr. Sudesh Gupta (DIN: 00197378) were appointed

as non-executive additional Independent Director of the Company w.e.f. 22^nd August,
2025.

hi. Mr. Piyush Gupta (DIN: 02174867), Mr. Nilesh Jindal (DIN: 07593843) and Mr.
Purshottam Gupta (DIN: 00397918) were appointed as Executive Additional Director
of the Company w.e.f. 22^nd August, 2025. Mr. Avnish Jindal (DIN: 02293188) was
appointed as Whole-time Director w.e.f. 22^nd August, 2025.

iv. Mr. Avnish Jindal (DIN: 02293188) was appointed as Additional Executive Director
and Whole-Time Director of the Company w.e.f. 22^nd August 2025.

v. Mr. Jignesh Keshav Barot, Ms. Sushila, Mr. Jubin, Mr. Babulal and Mr. Rameshwar
Daval have tendered their resignation as Director of the Company w.e.f. 22^nd August,
2025.

vi. Mr. Babulal Bhawarlal Kharwad has tendered his resignation as Director of the
Company w.e.f. 2^nd September, 2025.

Your Company has received necessary declaration from Independent Director of the
Company under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they
meet with the criteria of independence as prescribed under the aforesaid Section and
Regulation.

None of the Directors of your Company is disqualified for tire financial year 2024-25 as per
the provisions of Section 164 and 167 of the Companies Act, 2013 Act. Tire Directors of the
Company have made necessary disclosures as required under various provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015.

Formal Annual Evaluation

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, during the year, the Board adopted a formal mechanism for
evaluating its performance as well as that of its Committees and Individual Directors
including the Chairman of the Board. Structured questionnaires were used in the overall
Boar d evaluation comprising various aspects of Board function.

Tire evaluation of Independent Director was carried out by tire entire Board and that of the
Chairman and Non - Independent Directors were carried out by the Independent Directors.

Tire Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.

10. NOMINATION & REMUNERATION POLICY OF DIRECTORS, KEY
MANAGERIAL PERSONNEL (KMP) AND OTHER EMPLOYEES

Tire Nomination and Remuneration Committee has adopted the attributes and qualifications
as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, in respect of Independent Directors. Tire Committee

has also adopted the same attributes and qualifications, to the extent applicable, in respect of
Non-Independent Directors. All tire Non-Executive Directors of the Company fulfil the fit and
proper criteria for appointment as Directors. Further, all Directors of the Company, other than
Independent Directors, are liable to retire by rotation. One-third of the Directors who are liable
to retire by rotation, retire eveiy year and are eligible for re-election.

Tire Board, on the recommendation of the Nomination and Remuneration Committee,
approved the Remuneration Policy for the Directors, Key Managerial Personnel and other
employees of the Company, a copy of which is enclosed as "Annexure -1" to this Report.

11. Board Evaluation

Tire Board carried out annual performance evaluation of its own performance and that of the
individual Director's as also functioning of the Board Committees, as required in terms of
Section 134(3) (p) of the Act. Tire performance evaluation of the Boar d and individual Directors
was based on criteria approved by the Nomination and Remuneration Committee. Tire
Directors expressed their satisfaction with the overall evaluation process.

12. Number of Board Meetings

During the financial year 2024-25 there were 16 (Sixteen) meeting of Board of Director were
held.

13. Board Committees

Tire composition of the committees of the Board has undergone a change during the Financial
Year'. Tire composition of the three Board Committees at the end of the year is as follows: -

AUDIT COMMITTEE
S. No. Name Designation

1 Mr. Rameshwar Dayal Chairperson

2 Mr. Jignesh Keshav Barot Member

3 Mr. Jubirr Prenrji Gada Member

NRC COMMITTEE
S. NO. Name Designation

1 Mr. Rameshwar Dayal Chairperson

2 Mr. Jignesh Keshav Barot Member

3 Mr. Jubirr Prenrji Gada Member

SRC COMMITTEE
S. No. Name Designation

1 Mr. Rameshwar Dayal Chairperson

2 Mr. Jignesh Keshav Barot Member

3 Mr. Jubirr Prenrji Gada Member

14. Director's Responsibility Statement

As required under Section 134(5) of the Act, your Directors confirm having:

i. followed iii the preparation of the Annual Accounts, the applicable Accounting
Standards with proper explanation relating to material departures, if any;

ii. 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 tire profit/loss of the Company for that period;

iii. 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
your Company and for preventing and detecting baud and other irregularities;

iv. prepared the Annual Accounts on a going concern basis; and

v. Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.

vi. having laid down the internal financial controls to be followed by the Company
and such internal financial controls are adequate and operating effectively.

15. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate or joint venture.

16. LISTING INFORMATION

The Equity Shares of the Company are presently listed only at BSE Limited.

17. DEMATERIALIZATION OF SHARES

Tire securities of tire Company are admitted with NSDL and CDSL, tire ISIN allotted to the

Company is INE378P01036 after the reduction of capital pursuant to approved Resolution

Plan.

18. SHARE CAPITAL OF THE COMPANY

As on 31^st March, 2025 the structure of share capital of the Company is as follows:

During the Financial year under review, tire Board, pursuant to the approved Resolution Plan
of the Company by the Hon'ble NCLT vide its order dated 29^th February, 2024, approved
allotment of Equity Shares of Rs. 2/- to followings:

i. BRCCA Services Private Limited - 50,00,000 Equity Shares

ii. Ingenius Investment Advisors LLP - 12,50,000 Equity Shares

19. REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the provision of Regulation 27 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are not applicable to the Company since the paid-
up capital of the Company is below Rs. 10 Crore and also the net worth of the Company is
below Rs. 25 Crore. Thus, the Company is not required to attach the Corporate Governance
report with the Report of the Board of Directors.

20. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, tire provisions of Section 135(1) of the Companies Act, 2013 are
not applicable.

21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year’ under review, no remuneration was paid to any Director of the Company.
Further, no remuneration was paid to any employees of your Company covered under the
provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

22. RISK MANAGEMENT

Tire Board has approved the Risk Management Policy of the Company. Tire Company's risk
management framework is designed to address risks intrinsic to operations, financials and
compliances arising out of the overall strategy of tire Company.

Tire Company manages monitors and reports on the principal risks and uncertainties that can
impact its ability to achieve its objectives. Tire responsibility for management of risks vests
with the Managers/ officers responsible for the day-to-day conduct of the affairs of the
Company. Risk focused audits are carried out periodically by the Internal Auditors, which
lead to identification of areas where risk management processes need to strengthened. Annual
update is provided to the Board on the effectiveness of the Company's risk management
systems and policies.

23. FIN AN AN Cl AL CONTROLS & INTERNAL AUDIT

Tire Company has adequate internal financial controls with respect to the financial statements,
commensurate with the size and scale of the operations of the Company. During the year
under review, such controls were tested and no reportable material weakness in operation has
been observed. Internal audit of the Company has been carried out during the year. Tire Audit
Committee reviews the internal audit findings, provides guidance on internal controls and
ensures that the internal audit recommendations are implemented.

24. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along
with the purpose for which the loan or guarantee or security proposed to be utilized by the
recipient are provided in the Financial Statements for the year under review.

25. RELATED PARTY TRANSACTIONS

Details of transactions with related parties during financial year' 2024-25 are provided in the
notes to the financial statements. There were no transaction requiring disclosure under section
134(3)(h) of the Act.

Tire Policy on materiality of related party transactions and dealing with related dealing with
related party transactions as approved by the Board is available on the website of the
Company i.e. www.omansh.co.in

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /
COURTS /TRIBUNALS

During tire year under review no significant order was passed by any Regulators / Courts /
Tribunal.

However, in previous year FY 2023-24 the Corporate Insolvency Resolution Process (CIRP)
was initiated by the Hon'ble NCLT, New Delhi Bench vide its order dated 31st January, 2023
against the Company and the Hon'ble NCLT, New Delhi Bench vide its order dated 29th
February, 2024 was pleased to sanction the resolution plan (hereinafter referred to as the
Approved Plan).

Pursuant to Clause 11.4 of Resolution Plan approved by the Hon'ble NCLT, New Delhi Bench
vide its order dated 29th February 2024, all penalties/fines imposed on the Company prior to
the Plan Effective Date i.e. 29th February 2024 (Date of passing of order by the Hon'ble NCLT,
New Delhi Bench) shall stand waived off.

27. EXTRACT OF ANNUAL RETURN

Tire detailed Annual return is available on the website of the company i.e www.ornarrsh.co.in

28. AUDITORS AND AUDIT REPORT

M/s MKRJ & Co., Chartered Accountants, was appointed as Statutory Auditor of the
Company from the conclusion of the 48th Annual General Meeting till the conclusion of AGM
to be held for financial year ending 31st March 2026.

However, M/s MKRJ & Co., Chartered Accountants, have resigned as Statutory Auditor of
the Company w.e.f. 22^nd August, 2025. M/s MKRJ & Co., Chartered Accountants, have
conducted the Statutory Audit for financial year 2024-25 and placed their report for the same.

The Auditors' Report does not contain any qualification, reservation or adverse remark.
Further the report of auditor does not contain any remarks under Section 143 of the
Companies Act, 2013.

During the year under review, the statutory auditors has not observed any instance of fraud
Committed against the company by its officers or employees. Hence, no reporting under
section 143(12) of the Companies Act, 2013 is required.

Tire Board, subject to approval of the members at ensuing Annual General Meeting, has
proposed to appoint M/s. Singlri Chugh and Kumar, Chartered Accountants [FRN: 013613N]
as statutory auditor of the Company due to the resignation of existing Statutory Auditors.

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

Conservation of Energy:

Technology Absorption:

Foreign Exchange Earnings and Outgo

There were no foreign exchange earnings or foreign exchange outflow during tire year.

30. Secretarial Auditor & Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013, the Company has appointed M/s NSP &
Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the
financial year' 2024-25. Tire Secretarial Audit Report is annexed as Annexure-II.

Tire comments made by tire Secretarial Auditor are self- explanatory and do not require and
further comments.

31. TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND(IEPF)

Pursuant to the provisions of Section 124(5) of the Act, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules'), all unpaid or unclaimed
dividends are required to be transferred by the Company to the IEPF established by the
Central Government, after the completion of seven (7) years from the date of transfer to
Unclaimed/Unpaid Dividend Account.

Your Company was not requir ed to transfer any amount to IEPF Account during the financial
year under review.

32. PREVENTION OF INSIDER TRADING:

Provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 mandates the Company
to formulate a Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive information and Code of Conduct for Regulating, Monitoring and Reporting of
Trading of Shares by Insiders.

Accordingly, the Board had formulated the Code of Practice for Fair Disclosure of Un¬
published Price Sensitive Information and the Code of Conduct for Regulating, Monitoring
and Reporting of trading of Shares by Insiders in terms of the SEBI (Prohibition of Insider
Trading) Regulations, 2015 ("Regulation"). Tire objective of these Codes is to prevent misuse
of Unpublished Price Sensitive Information ("UPSI") by Designated Persons and their
immediate relatives. Tire Board has also formulated and adopted a Policy on Determination
of Legitimate Purpose as per the provisions of these Regulations.

Further, the Company has also put in place adequate & effective system of internal controls
and standard processes to ensure compliance with the requirements given under these
regulations for prevention of insider trading.

Tire said Codes are uploaded on the website of the Company.

33. ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Tire Vigil Mechanism Policy of the Company is formulated in terms of Section 177 (9) of the
Companies Act, 2013 read with the provisions of the Listing Agreement with the Stock
Excharrge(s) and thereby also incorporates Whistle Blower Policy. That as per the said policy
protected disclosures can be made by the whistle blower to the dedicated e-nrail / telephone
line/ letter to Chairman of Audit Committee.

34. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT AT WORKPLACE

Your Company has zero tolerance policy in case of sexual harassment at workplace and is
committed to provide a healthy environment to each and eveiy employee of the company.
Tire Company has in place "Policy for Prevention and Redressal of Sexual Harassment" in
line with the requirements of sexual harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (hereinafter referred to as 'the said Act') and Rules made
there under. As per the provisions of Section 4 of the said Act, the Board of Directors has
constituted the Internal Complaints Committee (ICC) at the Registered Office, Works to deal
with the Complaints received by the company pertaining to gender discrimination and sexual
harassment at workplace.

Further, as per tire provisions of Section 21 and 22 of the aid Act, the Report in details of the
number of cases filed under Sexual Harassment and their disposal for the financial year under
review, is as under:

(a) number of complaints of sexual harassment received in the year: NIL

(b) number of complaints disposed off during the year: NIL

(c) number of cases pending for more than ninety days: NIL

Further, your Board would like to apprise that the company has complied with the provisions
relating to the Maternity Benefit Act 1961

35. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your
Company continuously invests in attraction, retention and development of talent on an
ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job rotation
and job enlar gement.

36. COMPLIANCE WITH THE SECRETARIAL STANDARDS

Tire company has duly complied with the applicable Secretarial Standards during the
financial year 2024-25.

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

Tire Corporate Insolvency Resolution Process (CIRP) was initiated by the Hon'ble NCLT, New
Delhi Bench vide its order dated 31st January, 2023 and the Hon'ble NCLT, New Delhi Bench
vide its order dated 29th February, 2024 was pleased to sanction the resolution plan
(hereinafter referred to as the Approved Plan) submitted by Raconteur Granite Limited.

38. MANAGEMENT DISCUSSION AND ANALYSIS:

Tire Management's Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2) (e) of the Listing Regulations is given as an "ANNEXURE -III' to this
report.

39. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED
SUSPENSE ACCOUNT (UNCLAIMED SHARES)

Pursuant to Regulation 39 of SEBI (LODR) Regulations, 2015 reminder letters shall be sent to
shareholders whose shares remain unclaimed from the Company. Based on their response,
such shares shall be transferred to "Suspense Escrow Demat Account" as per the provisions
of Schedule VI of the SEBI (LODR) Regulations, 2015. Tire Regulation is not applicable to the
Company for the financial year 2024-25.

Tire disclosure as required under Part F of Schedule V of the SEBI (LODR) Regulations, 2015
are given below:

a. Aggregate number of shareholders and tire outstanding shares in the suspense account
lying at the beginning of the year: Nil

b. Number of shareholders who approached listed entity for transfer of shares from
suspense account dining the year: Nil

c. Number of shareholder’s to whom the shares were transferred from suspense account
during the year^-: Nil

d. Aggregate number of shar eholders and the outstanding shares in the suspense account
lying at the end of the year: Nil

e. Voting rights on these shares shall remain frozen till the rightful owner of such shares
claims the shares. N.A.

40. ACKNOWLEDGEMENT

Your director’s would like to express their sincere appreciation for the assistance and
corporation received from the financial institutions, banks, Government authorities,
customer’s, 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 Company's
executives, staff and workers.

For and on Behalf of Board of Director
For Omansh Enterprises Limited

Sd/-

Avnish Jindal
DIN: 02293188
Whole-Time Director

Sd/-

Piyush Gupta
DIN: 02174867
Additional Director

Date: 06.09.2025
Place: New Delhi