Omansh Enterprises Ltd

To

Dear Shareholders,

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On behalf of the Board of Directors, it is our pleasure to present the 49 Directors'

Report of Omansh Enterprises Limited (“the Company”) for the year ended 31 March, 2024.

1. Financial Performance and State of Company's Affairs

(Amount in Thousand)

Since the Company was undergoing CIRP, the Financial Statements for the Financial Year ended 31st March 2023 were neither approved by the Board of Directors nor adopted by the members of the Company. Though as per the reliefs granted under the resolution plan, the Company is not required to adopt the Financial Statements for the Financial Year 2022-23, however as a matter of good Corporate Governance, the new Board of Directors have put forward the Financial Statements for the Financial Year 2022-23 for the approval of the members in the present AGM.

2. Brief description of the Company's working during the year

During the year under review, your Company recorded revenue of Rs. 102 thousand as compared to revenue of Rs. 5900 thousand in previous year. During the Financial year, the Company incurred net loss of Rs. 3272 thousand as compared to Net loss of Rs. 44095 thousand 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 the year under review, the 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.

l To establish and carry on directly or indirectly all or any industry, trade or business of preparing, mining, quarrying. boring, digging of granite stone, sand, cutting, polishing, processing, treating, importing, exporting of all types of marble, granite, late rite, lime stone, sand stone, slabs, tiles and other building material and color stones of every description and type, including setting, processing, trading or dealing into waste and by products arising from the mining or processing of marbles and color stones.

l To carry on the business as promoters, developers, investors of; or to construct, erect, develop, furnish, improve, modify, alter, maintain, remove, replace any residential ats, dwelling houses, farm houses, commercial buildings/accommodations, PGs, of ces, shops, hotels, motels, recreational centers, and for these purposes, to purchase, sell, take on lease, or otherwise acquire and hold any rights or interests therein or connected therewith of any land for any tenure or description wherever situate and/or to acquire, buy, sell, traf c, speculate any land, house, residential ats, farm houses, commercial buildings/accommodations, shops, of ces. hotels, motels, recreational centers, or any other immovable properties of any kind, tenure, and any interest therein for investment or resale purposes.

4. Dividend

During the year under review, the Board of Directors of the Company does not propose any dividend for the financial year ended 31 March, 2024.

5. Transfer to Reserves in Terms of Section 134 (3) (J) of The Companies Act, 2013

During the year under review, due to losses of Rs. 3,272 thousand, no amount was transferred to reserves for the financial year ended March 31, 2024.

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.

1. The Corporate Insolvency Resolution Process (CIRP) was initiated by the Hon'ble NCLT, New Delhi Bench vide its order dated 31/01/2023 and the Hon'ble NCLT, New Delhi Bench vide its order dated 29/02/2024 was pleased to sanction the resolution plan (hereinafter referred to as the Approved Plan) submitted by Raconteur Granite Limited.

2. During the ongoing process of CIRP the Company did not hold any General Meeting/ Annual General Meeting, therefore no Annual General Meeting was held during the Financial Year 2022-23.

1. 100% of the share capital held by the Promoter Shareholders 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, Promoter' share capital of the Company stood reduced.

2. The 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 shall be cancelled. Accordingly, Public share capital of the Company stood reduced.

3. The 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 fully paid up), the Resolution Applicant become the new promoter of the Company.

4. The fresh funds of Rs. 90,00,000/- (Rupees Ninety Lac) were infused by Strategic Investors for issuance of 4500000 (Forty-Five Lac) Equity Shares having Face Value of Rs. 2/- (Rupees Two Only) as per the following details:

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5. The Board of Directors in their meeting held on 24 May, 2024,

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xed Wednesday, 5 June, 2024 as the Record Date for determining the shareholders for carrying out Reduction of Share Capital . The details of the said cancellation as approved by the Board were as follows:

Post reduction, the allotment of 28007 (Twenty-Eight Thousand Seven) Equity Shares having Face Value of Rs. 2/- (Rupees Two Only). The details of the said allotment as approved by the Board are as follows:

Fresh Application to BSE Limited

The Company has made application with BSE Limited for giving effect to abovementioned changes in the Listed Equity Share Capital of the Company and BSE listing of 5028007 (Fifty Lac

Twenty Eight Thousand Seven) Equity Shares vide its approval letter dated 16 July 2024.

In accordance with Regulation 32A of Insolvency & Bankruptcy Code and the Approved Plan, the Company/ the present management/ present Board of Directors of the Company shall have no liability for an offence committed prior to the commencement of the corporate insolvency resolution process

7. Public Deposits

The Company has neither accepted nor renewed any deposits during the

Financial Year 2023-24 in terms of Chapter V of the Companies Act, 2013.

8. Directors and Key Managerial Personnel

Pursuant to the Resolution Plan approved by the Hon'ble NCLT, New Delhi Bench vide its order dated 29th February 2024, office of all existing directors and Key Managerial Personnel were vacated and new directors (Mr. Rajiv Vashisht, Mr. Tushar Virendra Pratap Singh and Mr. Asdulla Mehfuzali Khan) were appointed by the Successful Resolution Applicant i.e. Raconteur Granite Limited.

The Monitoring Committee constituted under the Resolution Plan approved by the Hon'ble NCLT, New Delhi Bench vide its order dated 29th February 2024 appointed Mr. Rajiv Vashisht (DIN: 02985977), Mr. Asdulla Mehfuzali Khan (DIN: 10388973), Mr. Tushar Virendra Pratap Singh (DIN: 10388960) and Mrs. Sahara Sharma (DIN: 07682859) as Additional Directors of the Company w.e.f. 11th March, 2024.

Mrs. Sahara Sharma (DIN: 07682859) has resigend from the post

of Additional Director of the Company w.e.f. 27th March, 2024

On recommendations received from the Nomination and Remuneration committee, the Board appointed of Mr. Govindan Krishnan (DIN: 08544832) and Ms. Renu Satti (DIN: 07781116) as Additional Director (Executive) of the Company w.e.f. 27th March, 2024.

Mr. Govindan Krishnan (DIN: 08544832) resigned from Directorship w.e.f. 5 September 2024.

On recommendations received from the Nominations and

Remuneration committee, the Board appointed of 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.

Pursuant to the provisions of Section149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, your Company has three directors appointed as independent director i.e. Mr. Asdulla Mehfuzali Khan (DIN: 10388973), Mr. Tushar Virendra Pratap Singh (DIN: 10388960) and Mr. Rameshwar Dayal (DIN: 05248801).

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.

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 Board evaluation comprising various aspects of Board function.

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

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

9. Attributes, Qualifications and Appointment of Directors

The 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. The Committee has also adopted the same attributes and quali cations, to the extent applicable, in respect of Non-Independent Directors. All the Non-Executive Directors of the Company fulfill the t 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 every year and are eligible for re-election.

The 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 - I” to this Report.

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

Since the Company was under CIRP from 31 March 2023 to 29 February

2024. Therefore, only one (1) meetings of the Board of Directors of the

Company was held on 27 March 2024 during the year.

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

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

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i. followed in 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 the profit 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 fraud 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.

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

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

Limited.

The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the Company is INE378P01036 after the reduction of capital pursuant to approved Resolution Plan.

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.

During the year under review, the provisions of Section 135(1) of the

Companies Act, 2013 are not applicable.

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.

The Board has approved the Risk Management Policy of the Company. The Company's risk management framework is designed to address risks intrinsic to operations, nancials and compliances arising out of the overall strategy of the Company. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives. The responsibility for management of risks vests with the Managers/ of cers 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 identi cation 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.

The 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. The Audit Committee reviews the internal audit ndings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

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.

Details of transactions with related parties during financial year 2023-24 are provided in the notes to the financial statements. There were no transaction requiring disclosure under section 134(3)(h) of the Act.

The 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

During the year under review, 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/ nes 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.

The detailed Annual return is available on the website of the company i.e

www.omansh.co.in

M/s MKRJ & Co., Chartered Accountants, was appointed as Statutory

Auditor of the Company from the conclusion of the 48 Annual General

Meeting till the conclusion of AGM to be held for financial year ending 31

March 2026.

The Auditors' Report does not contain any quali cation, reservation or adverse remark.

Further the report of auditor does not contain any remarks under Section 143 of the Companies Act, 2013

Conservation of Energy:

Technology Absorption: -

There were no foreign exchange earnings or foreign exchange out ow

during the year.

In terms of Section 204 of the Companies Act, 2013, the Company has appointed M/s Shailendra Roy & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the financial year 2023-24. The Secretarial Audit Report given by M/s Shailendra Roy & Associates, Practicing Company Secretary is provided under “Annexure II” to this Report.

The comments made by the Secretarial Auditor are self- explanatory and

do not require and further comments.

The 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 Exchange(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-mail / telephone line/ letter to Chairman of Audit Committee.

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the company. The 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 Of ce, Works to deal with the Complaints received by the company pertaining to gender discrimination and sexual harassment at workplace.

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

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 enlargement.

The company has duly complied with the applicable Secretarial Standards

during the financial year 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 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.

The 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.

Your directors would like to express their sincere appreciation for the assistance and corporation received from the financial institutions, 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 Company's executives, staff and workers.