Your Directors have pleasure in presenting :>l~Annual Reporr of your Company together with rhe Audired Financial Statements For the financial year ended 31^J March. 2023.

Financial Summary and Highlights

Financai Performance and the State of Company Affairs

The strength of your Company lies in identification. execution and successful implementation of the projects in the infrastructure space. To strengthen the long-term projects and ensuring sustainable growth in assets and revenue, it is important for vqui Company to evaluate various opporinmne: in the different business verticals in which vour Company operates. Your Company currency ha: several projects under implementation and continues 10 explore newer opportunities, both domesdc and international, Your Board of Directors' considers this to be in strategic interest of the Company and believe that this will greatly enhance the long-term shareholders' value.

In 2022, the domestic economy experienced an ov erall revival without any COVID restriction. In the financial vear 2022-23, the Company has achieved impressive financial results.

Consolidated

Highest EverQuarrerly and N early Keyemie

The Company has reported consolidated revenue from operadons Rs. 79920,79 Lakhs as against Rs, 31303,02 Lakhs in the previous year and Profit before Tax iFBTl of Rs, 3229.90 Laths as against Rs, 10G5.94 Lakhs in the previous year

In Q_4 JY23: EBITDA grew id Rs 21 Cr Ýup3Q7^<Vi oYi vim margin improvement of '200bps YoY to 6%

InPY23- the EBITDA and EBITDA Margin impacted due to accounting of the inventory carrying cost and other value addidon expenses in Pailacia iReal Estate project in Jaipurl against revenue recognition as an outcome of sale deed execution. The CC was received in FY 23.

Standalone

At present your Company operates in following core sectors - Engineering, Real Estate and other Infrastructure Development and is actively exploring some new opportunities.

Highest Ever Quarterly and Year Revenue

The Company has reported standalone revenue from operations Rs, 71976.40 Lakhs as against Rs. 2S921.58 Lakhs in the previous year and a Profit before Tax .PBT1 of Rs. 5230.57 Lakhs as against Rs.364.25 Lakhs, in the previous vear.

EBITDA grew so Rs,31Cr [up 103%YoY) in Q4FY23 and to Rs. 57Cr (np79%YoY) in FY23,

EBITDA Margin improved by'“200bps to 10% in Q4 FY23, but lowered in FY23 due do infladonary input costs especially in die first half of the fiscal, and higher share of * Jal fee van Mission i JJM projects

DIVISIONAL ANALYSIS Engineering Division

The Turnover of this division this year is Rs,564l2,S91akhs and ProSt (PBTi is Rs.4965.31 Laths as against Turnover of 16044.041akhs &profit!PBTt is its.2092.26 lakhs in die last year.

The Engineering Division focuses on turnkey engineering procurement and construction contracts in Hydro Mechanical projects, Irrigation projects> and Canal & Dams projects. The TPC contracts work include civil construction, designing, engineering- procurement fabrication, manufacturing- supply, installation, commissioning and operations £c mamienance. Company has successfully executed more than 60 Civil and Hydro-mechanical contracts for Hydro -power St Irrigation projects across the country and abroad over the last 4 decades, Currently working on II construction projects with total outstanding unexecuted contract value of Rs, 3576,6flcrores (OMIT Share). These projects are across multiple states Gujarat, Uttar Pradesh. Madhya Pradesh- Maharashtra, Tamil Nadu- Arunachal Pradesh,- Punjab and Rajasthani and three international locations (two projects in .Africa and one project in Nepal , Company's largest value contract - Isarda Dam project (Rs 550 Crore pre GSTi has gathered good pace; ohahpurkhandi Punjab (Rs.552.04 Cr> also progressing very well, laljeevan Mission projects in Rajasthan and Uttar Pradesh enhanced order hook of company handsomely and are another big milestone in Company* order book. Revenue booking at other new Hydro Mechanical contracts, Arun-3 (Nepali and Amravati ÝMaharashtra!, Chicakurdicaking pace in a smooth wav^-. Africa Irrigation projects are on the verge of end.

Execution of Jal Jeevan Mission (J]M) projects (in UP and Rajasthan bagged in Q4FY22) progressing at a good pace. These projects typicallv earn an EBITDA Margin in the range of 12-15^(1 over the life of the project as against lE-20^Da margin earned bv Hydro St Ocher Water Projects.

Reached a final settlement on XEEFCO Arbitration, under the guidelines of Ministry of Power.which is likely to lead to expeditious release of out claims worth Rs.32Cr. and our Bank Guarantees worth Rs. 32 Cr.

Orders received during the Year:

Work of 'Design, Build and Operations: Maintenance of Bhandup Waste Water Treatment Facility under Mumbai Sewage Disposal Projecc-Stage-II¹¹ (Priority Works)" for total consideration ofRs. 1170 00.0fl.000 - Rupees One Thousand One Hundred Seventy Crores Only) inclusive of all taxes & duties which is largely being executed by JWH, as a lead partner.

Real Estate Division

The Company is also engaged in Development of Real Estate projects. Two Real Estate projects are under progress across Jaipur, Kora with sellable area of over a Million sq ft and one is in planning stage ar Mumbai with the total expected saleable area over 2.5 lakh sq ft (Omi share i.The structure completion of project in Jaipur' and Kota was completed and approved by the JDA. Cconsidering chat the reality market to do considerably well, the company expects about Rs> 5 billion revenue and unrealized cash inflow from both the projects.

Healthy pick up in Real Estate sales, Haw even since as per D7D AS 115, income is booked, on project completion basis, but certain costs are recognised regularly, the operating margins in Real Estate appear to be volatile on quarterly basis. The operating profit generally i& higher in a period when revenue is recognized.

Bandra. Mumbai [MHADA) -Slum Rehabilitation a ad Residential Develop me nt Project

1. On Tnira (35%stake) along ’.'.dth a Consortium was allocated ESI on a plor of land for redevelopment (SRA Ý by MHADA in the year 3006 fbr EU 106 Cr.

2. The ESI allotted allowed for develop ment of ""200:000 sq. ft, which is under she revised CRZ Regulations: was increased in around year 2017 and accordingly the saleable area increased to ~2miUion sq, ft, subject to approval of design and drawings.

3. Since this was a large project, we tied up with DB Realty, post which our stake reduced tnl7.5%

4. Due to inordinate delays in slum clearance- the cantor cram appealed ta the arbitration against MHADA, and the matter is currendv in the final stage of hearing.

The Turnover of this division this year is Rs.2071.27 Lakhs and Profit iPBT> is Rs, 90.8S Lakhs against Turnover of 1063.S9 LakhsSi Loss (PBT: was Rs. 141.99 lhkhsin the last year.

There is a potential realizable value of Land Bank-¹' developable ''under development area in Company¹ subsidiary Joint Venture,

Execution road map for real estate Detects and revenue recognition

In the MHADA project, company is exploring [he ccmscrucricm of commerd.aH spaces and in ralts with Architects /Govt agendes and ocher prooirent developers for construction post FSI approval and Design and drawing approval Claim for delay in project from MHADA ia in arbicradon process.

Other Infrastructure Dn ision

Ocher Infrastructure division of the Company inctndes revenue from packaging and renral income,

Parlogjiig

The Companv had entered into thi.s venture for manufacturing of Closure for water PET bottles and Carbonated Soft Drinks iCSD' caps, Plastic ban and NGT guidelines slowed down the sale of this division and Company has sold two of the machines and Company is looking to completely sale this division and business.

The Turnover of Packing division this year is Rs.495.S5 lakhs as against Rs. 776.47Lakhs of previous year and reported loss iPBTjof Rs. — 219.46 Lakhs as against -714.74Lakhs of previous v ear

Silos:Company receivedProject from Food Corporation of India [PCIj for construction and development of 4 Silos and for the same the Company has formed 4 SPVs .

Company holds 99 ^co in. two projects and dilutes its majority stake in. ether two projects,

FUTURE OUTLOOK

Your Company -sees good prospects in the domestic economy with the thrust on infrastructure development. The Companv has invested in building up the capacities over the ytais and has also mapped the emerging oppormnides with the internal capabilities. Increase in the pace of implementation of various initiatives bv the government ami revival of the investment c-.'cle would be conducive for achieving the growth aspirations of the Company, Government's need of revival in capes cycle and infrastructure development would remain conducive for achieving the growth aspirations of the Company with reduced EMD and FBG in tender and contracts.

Tilt road ahead planned for your company includes:

> Enlarge global footprint through acquisition and strategic Join: Ventures in the core business.

> Completion of editing real estate projects.

> Establish presence in varied structure, steel design and fabrication works in bridges: Pipe laying and heavy engineering works and pumped storage hydro projects

> Tap India's second largest potential in the world both in Hydro Electric Power, River linking and irrigation by capitalizing on the plans of the government of India plans of accelerating infra-structure projects.

> Poors on capping huge potential in Hydro Electric Power River LLnkirLg and irrigation bv capitalizing cm the government's plans of accelerating mfrasrrnctuie projects

> Company is also Focused on better operational efficiencies which would help in further margins improvement with a better recognirion post name change

> EY21 seems and likely to be much better as compared to FY23 in terms of execution of projects at both domestic and in ter national sites leading to higher revenue recognirion and FY24 is expected to witness handsome growth.

Growth Opportunity -

Hydro Power £ Water

India's Demand for Energy is expected to grow significantly led by expected growth in industrial and commercial activity in the coming years.

Installed RE capacity has increased at a fasr pace to its current llftSW with plan store each 450GW of installed RE capacity by 2030. Hydro potential assessed to be about 15QGW which is lx of the current installed rapacity ar'bOGW.

The peak power demand in India stood a: 21Q,SG’\Y in2022_: and is expected to grow to690GW by 21936; Hydro power happens to be the most stable form of energy generation to support peak demand,

The New Hydro Policy (Mar’ 19) shall prove to be a milestone in growth of Hydro Sector. Other key positives like re-dassify large hydro electric projects as renewable energy, tariff ratio, rarionalizarion measures: notification of HPO as separate enricv- budgerarv support for enabling infrastructure: likelv to boost the sector.

River linking, Water, Water Supply and Irrigation

These water infrastructure projects could cost Indian government around5270Bn over the next 5 to loyears.

Of these, the major expenditure is expected to allocate to inter finking ofriwr at J163Bn.

In all, some 30canals and 3,000 small and large reservoirs will be constructed with potential to generate 34GW of hydro electric power.

The overall implementation of Interlinking of Rivers would give benefits of 35Mn hectares of irrigation raising the ultimate irrigarion potential froml40Mn hectare oo 175Mn hectare.

CHANGES EN NATURE OF BUSINESS. IF ANT

There have been no changes in the business carried on bv the Company or its subsidiaries.

INFORMATION ABOUT SUBSIDIARIES/ JY/A5SOCLATE COMPANY

There has been no material change in the nature of the business of the subsidiaries JV -'Associate Company. Pursuant to provisions of Section 129';3j of the Act, a statement containing salient features Gf the financial statements of the Company's subsidiaries in Eorm AOC-1 is attached to the financial statements of die Company as Annexnre E.

In accordance wish Section 136 of the Act, the financial statements of the subsidiary and associate companies are available for inspection by the members at the Registered Office of the Company during business hours on all davs except Saturdays. Sundavs and public holidavs up to the date of the AGM. Any member desirous of

obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company, The financial statements including the CFS_; and all other documents required to be attached to report have been uploaded on. the website of the Company at wvw .orniu etalsnc re.

The policv on determining material subsidiaries may be accessed on the tvebsite of the Companv at http-: tww qmmesals.com =;policies, M/s Worship Infrapiojecis Private Limited is material subsidiary of the Company. Secretarial Audit Report of M/s Worship Infraprcjects Private Limited is annexed as Annenne VII do the Board’s Report forming par: of this Annual Report:.

Comp aides which became / ceased to be Company’s Subsidiaries^ Joint Ventures or Associate Companies:

* Companies which have become subsidiaries, Joint Ventures or Associate Companies during the financial year 2022-23:

BMLwarfc Jaipur Toll Road Private Limited

* Companies which has ceased to be the Subsidiaries'Step Subsidiary, Joinr Yenoire: or Associate Companies during the financial year 2022-23:

Chahel Inffastucnire Limited: Flancx Vaiural Private Limited and Sanmari Infra developer Private limited Apart from this, your Company funded its subsidiaries.'JVh from rime to rime- as pet the fund requirements, through loans, guarantees and other means to meet working capital requirements.

The developments in business operations ( performance of major subsidiaries /JV / Associates consolidated with OMUL are as below:

OM MFTAT.fr CONSORTIUM PRIV ATE LIMITED - This wholly owned Subsidiary Company has developed a high end residential project on a very prime parcel of 19000 sq. mi, land at Jaipur and has a sellable built-up area of 6.45 lakh :qft with expected realization of ’ IN"R 12000 sq ft appx. OMIL has invested IMR 1.6 bn for land and development cost is apps Rs 4 bn. The company expects to generate Rs 6.0 bn of total Revenue from rbi.r project. More than 50w mventorv is sold. After completion of structure of building, last mile land scaping, value addition - completion of project has been achieved and habitation started. RERA completion certificate is awaited soon.

HIGH TERRACE REALTY PRIVATE LIMIIEDJ FORMALLY KNOWN AS OM ]\EETALS RIAL ESTATE PRIVATE i DIETED - This wholly owned Subsidiary Company formerly known as Om Metals Real Estate Private Limited is holding states in different SPY: and different subsidiaries . Majority of the inventory held by the SPY's has been sold and SPY have refunded back the sum advanced bv High Terrace Realty Private limited and consequently High Terrace Realty Private Limited, refunded the entire sum advanced by Om Infra Limited. The step subsidiarv and associates of High terrace real tv have net worth and reserves and surplus.

WORSHIP INFRAPROJECTS PRIVATE LIMITED femiter known as OM METALS SFML [ NFKAPRO EE Cl S P’kT LTD — This wholly owned Subsidiary Company. The Company had completed a 457 Cr Kalisindh Dam project in this SPY earned qualification of dam construction. This company was made wholly owned subsidiary of Om Infra limited in previous years and this company in JY with Om Infra Limited

has secured a wort contract oflsarda dam in Rajasthan worrii RsooCfcr and the progress of !±ie project is going on and is good and appr 50% work has been completed.

SANMATI JVFKADE^2ELQPERf> PRIVATE LIMITED - In this SPV, the company has divested its 25% state. Now this is no longer associate Company,

RiULiWARA JAIPUR TQLtL ROAD PRIVATE IHliltD- This has become 51% of subsidiary of Qm Infra Limited. Om Infra ha; done the development of the 212 km road project in Jaipur- Bhilwara Stretch on BQT basis and COD achieved in December, 20H, Om Infra has executed 100% of EFC wort for a total project cost of Rs. 410 Ci. After the COD of the project all 4 toll plaza: are operational and generating revenue. Private vehicles were made coll free w.ef 1.4,2013 by state government and we have terminated the concession agreement for breach of contract by government and submitted our claims of Rs 573 cr.

> Companv has got interim relief which it sought under section 17 of arbitration act from .Arbitrator in its road SPV ÝSpecial Purpose Vehicle) project - Bhilwara Jaipur Toll Road Pvt. Ltd

> The Arbitrator after due hearings under section ! 7 of arbitration act in this case issued an award on Oct 30, 2019 directing the FWD - Rajasthan Government to deposit Rs 191 crore in escrow account and take back the possession of state highway but PWD have preferred appeal in commercial court in Rajasthan against the interim award.

> Stare Government has now taken over the road on 15 June 2021 in compliance of High court order dated 12.10.20 by making full payment of Rs.lQltr and started collecting roll thru its agencv RSRDC - our outgoing in debt semidng is relaxed as of now,

> Lenders kept wrongly charging interest on non adjusted loan amount with the amount lying in Escrow for which company has challenged and submitted representation, to arbitrator

> Regular arbitration proceedings as per Arbitration act is complete and the arbitrator gave final award in jan 2023 for Rs.5S7 or [other chan debt due iwhich has been challenged bv PWD in commercial court.

> As per termination of Concession Agreement, the State government of Rajasthan is Liable to pay termination payment which includes debt due and 150% of the adjusted equity as per danse in concession agreement but PVD's appeal in commercial court is pending for heating, We are awaiting positive development soon,

> Honble court in its order has given verdict to lenders to keep corporate guarantee of parent companies on hold.

GVRHA THERMAL POWER COMPANY LIMITED- This company as a 50% JV of Om Infra has a lignite based thermal project in Rajasthan. Due to abnormal delav at the end of Government, we have intimated our stand of terminating the project from our side. Our compensation and claim is pending for decision in Tribunal.

GUJRAT WAREHOUSING PRIVATE LIMITED- This SPY was incorporated for the development of silo for storing wheat for FCL The major portion or land acquisition it complete and ground breaking and cirri structure work is going on. Some parcel of land is awaiting approval from revenue authority in Gujarat.

BIHAR LOGISTIC PRIA AIL LI\HlED- This SP V is a sibsidiarv of the Companv and was incorporated for the development of silo for scoring wheat for FCL The major portion of land acquisition is complete and awaiting ihe small portion of land to tome in .

CflAHEL INFRASTRUCTURES LDIITED Ý The Company has divested its 94.-64 % stake from tide Company,

PARTNERSHIPS JVs:

mi METALS CONSORTIUM fPartnersilip final - This prestigious partnership firm fbi development of SRA project in Bandra Reclamation facing Bandra- Worli Sea Link has completed the construction of the temporary transit camp.

A redevelopment pr-ojecE of partners MAHADA in partnership under Gm Metals Consorrium (OMQ where OMLL holds 17.5 ^ stake. Other developmental in the consortium are DB Realty Group. SPML Infra₌ Morya Housing: and Mahima developers. This mulri-storied residential project is spread across 6 acres and entitled to FSL which translate into approx '1.2 cm sq, ft. ''subjected to all Govt, clearances ..A premium of additional FSI available shall be paid by OMQ

OMC has done a JV with DB realcv for this project where DB realty or any reputed builder would be incurring 100°s cost for the development ana transfer free salable area ro OMC as mutually agreed in development Ý collaboration agreement.

OM MFT ALS -JSC J1 — This JV has been executing Kameng HEP and the project is comnleted and O & M work going on our last leg of some payment is pending and BGh are requested to be released. A settlement agreement has been agreed for release of withheld amount and other claims.

O-M RA\ CQNSTRI CTION_J\ — This 5PV is executing EPC of one project in Karnataka.

SPML—OM MFT-M ^ .TI-THit: JV has been executing project for development of smart infrastructure (knowledge city) in Vikram Udyogpuri. at Ujjain. Tne contract is completed and O & M is going on .

WEST BFNCAT, I OCIS1 IT PRX\~ATT LIAHTTD- This SPY was incorporated for the development of silo for scoring wheat for FCL We have got approval from FCI to dilute our majority stake in rhfa company. The other JV partner is fully looking into this project.

L~ 1 l AK PRADESH LOGISTIC PRIVATE LIMIIJlD- This SPY was incorporated for the development of silo for scoring ‘.‘.‘heat for FCI. We have go: approval from FCI :o dilute cult majority stake io this Companv, The ocher JV partner is folly looking into this project.

OIMLL ^TPL JT . I5ARDA- This JY has been developing project for the ConsTrucdan of Isarda Dam across Banas River in Torik Edsmcc and Om infra Lid is executing the contract on sub contract barfs on arms length pricing,

OIMIL JT : The water resource department .Punjab has allotted a work contract of Rs.554 cr. in this JV where Om infra has a majorirv stake and this JY has sub contracted the work to Om infra Ltd on arms Length basis .

OIMIL JYML MQICFL JV — This JV has been allotted the contract at Madhya Pradesh and Om infra has majorirv stake and the JVpsrtnei is de Ý‘eloping the project and is responsible for executing che project on arms length basis.

Om Metal SPML JY fObaual — This JV has been executing the project in Africa, Ghana and the project is completed.

Om Metal SPMT. Joint venture [Rwanda i - This JV has been execuring the project in Africa. Rwanda and the project is in advanced stage of completion. Om infra is caking the lead in execution of che project.

HCC OMIT. .TV and BRC CFL-OMTT .-nAKA-JV- In both these Jr ^Ls Jaljeevan mission project has been secured from PHED Rajasthan and Om infra is developing both the projects,

OIMIL-\TCMCFL J\ (Pencii-Uj-The other Jv partner is executing the project in MP and che profits generated in this JY are distributed to Om infra ltd as per agreed ratio.

Subsidiaries,''Associates of High Terrace Realty Private limited formerly known as Om Metals Real Estate Private Limited (WhQUy_owned subsidiary of the Company}:

LXTRAWA\T PROJECTS PRIVATE LIMilJiD —This Company formerly known as Om Metals Infotech Pvt, Lid has industrial land in Jaipur and the major par: of Land have been sold.

VIT fY-V EOLTTAS FRIT'ATT TTMTTFD - This Company formerly known as Om Metals Developers Private limited entered ima a JV with Mahindra Life space for a residential projecr in Hyderabad which is fully sold ouc.

The Board of Directors of the Company has adopted che policv for the material subsidiaries, which is available on che website of the company at the following link: hrtp^/www, ommetals, rnTTi.^1p*/mHrFrial-.^ilggjdi ariPH.pdf

DIATDEND

Keeping the continuous mack record of rewarding it; shareholder; and based on Company 's perfoimance. che Board of Director ofyour Companv is pleased no Recommenda Dividend of Rs 0.50 per Equip.’ share of the Face Value of R;- i each i@ 50^Dc-1_; for die approval of die shareholdersat die ensuing Annual General Meeting l AGlvT) of die Company and whose names appears in me register Df Members as on ihe Book Gosure Record Daoe.As per die prevailing provisions of die Income Tan Act. 196L the dividend, if declared, will be taxable in the hands of die shareholders at the applicable rate:.

The roral outflow, on account of equity dividend, will be4S1.52 Lakhs vin-a-via Rs, 240.76 Lakhs for the financial year 2021-22,

The Register of Members and Share Transfer Books of the Company will remain closed from 23.09.2023 ro 29.09.2023 'iboth days inclusive.' for the purpose of payment of dividend for the financial year ended March 31, 2023.

AMOHMi_L ANY WHICH THE B<)AKD PKOgOgg S YO C ARRv TO RESEK\ ES

The Board of Directors of your Company' does nor propose to transfer air-’ amount to the general reserves of the Company for the financial year ended on March 31, 2023.

SHAKE CAPITAL

The paid up Equity Share Capital as on March 31- 2023 was Rs.9.63 Crore. During the year under review, the Company has not issued share; with differendal voting right; nor granted Employee Stock Option; or Sweat Equity Shares.

DEPOSITORS SYSTEM!

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on 31st March 2023, 99.96°d of the Company's total paid up capital representing 9,62,63059 share; are in demateriatized form.

Pursuant i-d amendments in SEBI 'Listing Obligation; and Disclosure Requirements. Regulation;, 2015, wiih effect from Tannery 24, 2022, requests for effecting transfer of securities in physical form, shall net be processed by the Company and all requests for transmission, transposition issue of duplicate share certificate, claim from unclaimed suspense account, renewal'exchange of securities certificate, endorsement, sub-division-split of securities certificate and consolidation of securities certificate s/folios need ro be processed only in demacerialized form. In such cases the Company will issue a letrer of confirmation, which needs to be submitted to Depository Participant's.'to get credit of the securities in demacerialized form,

CONSOLIDATED EINAXCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013'hereinafter referred to as "the Act¹¹'), Regulation 33 of the Securities and Exchange Board of India. [Listing Obligations and Disclosure Requirements.' Regulation;, 2015 'hereinafter referred ro as "Listing Regulations’'; and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2022-23, together with :he Auditors' Report form part of this .Annual Report,

MATERIAL CHANGES AND COMMITMENTS, IF ANY. BETVCEE.X BALANCE SFTFFT DALE AND DATE OF DIRECTORS’ REPORT

There were no material changes and commitments between the end of the financial year of the Company to which the Financial Statements relates and date of Directors¹ Report affecting the financial position of the Companv, other than chose disclosed in this report.

INVESTOR EDUCATION AND PROTECTION FIEND fTFPFi

The Company has. been regtilarly sending commnnicarions no members whose dividends are unclaimed requesting them to provide update bank details with Registrar and Transfer Agents iRTA: Company, so that dividends paid bv che Company are credited to the investor¹: account on time.

Pursuant, to the applicable provisions of tire Companies Act, 2013, read with the IEFF Authority (Accounting., Audit- Transfer and Refund i Rules, 2016 ; ^:the rules’), all unpaid or dividends are required to be transferred by the Company to the 1EPF established by che Government of India, after che completion of Seven years Further, according to the rules, die shares on which dividend ha: no: been paid or claimed bv che shareholders for seven consecutive --'ears or more shall also be transferred to the demac account of the IEFF authority. During the Year 2022-23, the Company has transferred Rs,72012/- unclaimed and unpaid dividends id the EEPF Fund.

Further in accordance with the provisions of the section 124' 6' of the Companies Act, 2013 and Rule 6{3)(a) of the Investor Education and Protection Fund Authority (Accounting- Audit, Transfer and Refund} Rules, 2016 i TEPF Rules), the Companv has transferred 325S equicv shares of Rs. 1 each to IEPF. The said shares correspond tc the dividend which had remained unclaimed for a period of seven consecutive years from che financial year 2014-13. Subsequent to the transfer, the concerned shareholders can claim the said shares along with the dividendfs) by making an application to IEPF Authority in accordance with the procedure available on vvww.iepf.gov-.m and on submission of such documents as prescribed under the IEPF Rules.

Shareholder can check Details of their Unpaid and unclaimed amount on the website of the IEPF Authority i,e, http: Ý.vw.wdepfigpv.in.' and car. also check updated details Df their shares on website of tire Company and Pursuant, to the Rule 5(Si of Investor Education and Protection Authority (Accounting. Audit. Transfer and Refund' Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Companv as outdare of last .Annual General Meeting ou zhe website of the Companw: - rm e tab. c on Further information related to EEFF and derails of Nodal and deputy Nodal officer were disclosed in Corporate Governance Report forming part of this Annual Report.

MEETINGS OF THE BOARD OF DIRECTORS

Five meetings of the Board of Directors were held during die veai. For further details, please refer to che Corporate Governance Report- which forms part of this report, The intervening gap between ar.y two meerings was within the period prescribed by the Act, listing Regulations, and danse 1,1 of Secretarial Standard 1 issued by The Institute of Company Secretaries of India i.e. 120 days.

BOARD CCfllMirrLIS

Currently: the Board of the Company has five committees namelv Audit Committee, Nomination and Remuneration Committee. Stakeholders" Relationship Committee- Corporate Social Responsibility' Committee

and Executive Committee. During me year, ail recommendations made by the committees Ýwere approved by the Board.

The Composition and other Details of the Committee are provided in the Corporate Governance Report attached with the Annual report.

DLCL ARATIQN FROM I>~DE PENDENT DIRECTORS

The Comp-arc.' bar received Declarations of Independence as stipulated under section I49(7i of the Companies Act, 2013 and Regulation 25(E) of 5EBI iListing Obligations end Disclosure Requirements) Regulations, 2015 from Independent Directors confirming that he/she is no: disqualified from being appointed¹ re-appointed continue as an Independent Director as per the criteria laid down in section 149';6) of die Companies Act. 2013 and Regulation 16(l)(b) of SEBI Ý'listing Obligations and Disclosure Requirements¹ Regulations. 2015.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV ro the Companies Act, 2013 and also on compliance of Code of Conduct for directors and. senior management personnel.

The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate .Affairs (IICA). In terms of section 150 of the Companies Act, 2013 read with Rule 6(4l of the Companies i Appointment and Qualification of Directors i Rules, 2014, Mr, Gapi Raman Sharma is exempted from undertaking the online proficiency self-assessment rest conducted by IICA and Mrs. Saloni Kala cleared the online proficiency self-assessment test conducted by IICA.

During the year under review, rise non-executive direcocrs of the Cbmpanv had no pecuniary relationship or transactions with the Company, other than sirring fees and reimbursement of expenses, if any.

In terms of Regulation 25 (S Ý of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated chat could impair or impact their ability to discharge their dudes.

BOARD EVALUATION

In serins of the requirements of the Act and Listing Regulations, the Board carried out the annual performance evaluation of the Board as a whole. Board Committees and the individual Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, informadan and functioning ere.The objective of this evaluation process is constructive improvement in the effectiveness of Board, maximise ns strengths and tackle weaknesses, if there are any,

The performance of the committees was evaluated by the board after seeking input: from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, frequency of meetings and time allocated for discussions at meetings etc.

The Board and the Nomination and Remuneration Committee CNRCA reviewed the performance of the individual directors on the basis of the criteria such as the contribution of rhe individual director to the Board and committee meedngs like preparedness on the issues to be discussed, meaningful and constructive

contribution and inputs in meetings, etc, In addition: the Chairman was also evaluated on the key aspects of his role.

Independent Directors; in their separate meeting; renewed and e^nluate the performance of non-independent directors. Board as a whole, Managing Director and the Chairman, taking into account the views of executive directors and non-executive directors and criteria laid down by the Nomination and Remuneration Commictee. Performance evaluation Df independent directors was done by the entire Board- excluding the independent director being evaluated.

IAj III. ARI>ATIQ> PKQCKAflfe FON ^Tlhih.hDINT LURIC 8'ORS

To ihmiliarize the Independent Directors with the strategy, operations and functions of out Company, the executive directors-' senior managerial employees make presentation to rhe Independent Directors about the compsttiy's strategy, operations ere. Independent Directors are also visiting factories and branch offices to familiarize themselves with the operations of the company and to offer their specialized, knowledge for improvement of she performance of the company. Further- at the time of appointment of an independent director, the company issues a formal letter of appointment oudining his-' her role- function, duties and responsibilities as a director. The format of the letter of appointment is available at our website www. onne tals.co m

The Polity of the familiarization programme of Independent Directors is put up on the website of the Company at the link: hup:-' w.t.vv.ommetiLi.com-- financial-news

POL ICY ON DIKEC £ OKPL- APPQINTMEN^-1 AM] KEMT N E RATION

The Company has in. place a Nomination and Remuneration Committee in accordance with che requirements of section 17S(1: of the Companies Acz_; 2013 read with the rules made hereunder and Regulation 19 of the STBI (Listing Obligations and Disclosure Requirements} Regulations; 2015. The details relating to the same are given in Report on Corporate Governance forming part of this Board Report,

The Committee has formulated a policy on Directors appointment and remuneration including recommendation of remuneration of che key managerial personnel and senior management personnel; and che criteria for determining quaiiiicarioTis, positive attributes and independence of a Director. The Nomination ar.d Remuneration Policy of the Companv. containing selection and remuneration criteria of Directors, senior management personnel and performance evaluation of Direccor&'Boardy'Committees/Chairmar:, has been designed to keep pace with the dynamic business environment and market-linked positioning. The Company has an appropriate mix of executive, non-executive and independent Directors oo maintain che independence of the Beard and separate its functions of governance ar.d management. The police has been dulv approved and adopted by the Board, pursuant to the recommendations of the Nomination and Remuneration Commiuee of the Board,

The Nomination and Remuneration policy is avail a hip on weblink at

hr to: www. timmetals.com, 201ft may NOMINATION^ £ 20Gt% 2CRIIIDNERATIONS 20PGII CY .pdf.

We affirm drat the remuneration Ýpaid to die Directors is as per the term: laid out in die Nomination Sc Remuneration policy.

Criteria for detenniniug tmalifkarioug. positive attributes and independence of a Director

In terms of the pro-.isicms of Section 17Sfof die Acr_: and Regulation 19 of the SZBI Lisdng Regulations- die NRC hasformulated the criteria for determining qualifications, positive attribute; and independence of Director;_; the kev features of v.-hich are a: follows:

* Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures chat the Board has an appropriate blend, of functional and industry expertise.

* Positive Attributes - Apart from the duties of Directors a; prescribed in me Act the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment, The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

* Independence - A Director will be considered independent if he ' she meets the criteria laid down in Section 14916;. of die Act, the Rule; framed thereunder and Regulation I6Q}(bi ofthe SEBr Listing Regulations.

The Directors affirm that the remuneration paid to Directors, KMFsand employees is as per the Remuneration Policy of the Company.

The Managing Director of the Company has notreceived anv remuneration or commission from anv ofche subsi diary companies.

Remuneration to Executive Directors:

The remuneration paid ro Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, -mb jeer to the subsequent appro’.nl of the shareholders at the General Meeting and such ocher authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered industry standards as well as financial position of the Company,

Re mime ratio n to Non Executive Directors:

The Non Executive Directors are paid by way of Sitting Fees. The Non Executive Directors are paid sitting fees for each meeting of the Board and it; committees.

DIRECTORS' KhS PON SIBIL TTY STATEMENT

Pursuant ro Section 134f5) of the Companies Act, 2013 the Board of Directors of the Company confirms tirnt-af In the preparation of Annual Accounts, the applicable accounting standard; have been followed along with proper explanation relating to material departures; b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so a: to give a true and fair view of zhe state of affairs of the Company at the end of the financial year and of the profit of the Company! for that period; c. The Directors have taken proper and sufficient care for the maintenance Dt adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other inregplarities;

d) The Directors have prepared the Annual Accounts on a going concern basis;

e) The Directors have laid down an adequate system of Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and operating efficiently:

f'. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such s^tems were adequate and were operating effecQ"eh\

The Eoard pursuant to the recommendation of the NRC and report of their performance evaluation: reappointed Mr, Sunil Kothari a: Vice- Chairman of the Companv and Mr .Vikas Kothari for a period of Three vears from 22-^d August; 2022 up to and including 2T^: .August, 2025and from 2E-¹ March; 2023 up m and including 27“ March, 2026 respectively with the approval of the shareholders.

Mr. Sunil Kothari, redre by rotation at the ensuing Animal General Meeting (AGM) and being eligible, offer himself for re-appointment.

Ia the opinion of ihe Board, all our Independent Directors possess requisite qualifications, experience, and expertise md hold high standards of integrity for the purpose of Rule Bf5) (iiial of the Companies f Accounts | Rules, 2014. list of key skills- expertise and core competencies of the Board, including the Independent Directors, is provided in the Corporate Governance report forming part of this Annual Report.

AUDIT ORS

STATUTORY AUDITORS

M/s. Rati Sharma & Co, Chartered Accountants. Registration No.: 0151430 were appointed as Statutory Auditors for a period of 5 continuous years from the conclusion of 49 ^L" Annual General Meeting till the conclusion of 54^:H Annual General Meeting of the Company,

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India ' ICAl! and hold valid certificate issued by the Peer Be view Board of ICAI.

The Audir Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process.

The Auditors’ Report for the Financial Year ended 31^ March, 2003 on the Financial Statements of ±e Compare.' is a part of this .Annual Report.

Independent Auditors^? Report

Your standalone and the consolidated financial statements of the Company have been prepared in accordance with IndAS notified under Section 133 of the Act.

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 3i. 2023conmin '-.vitii the qualification'reservation adverse remark.-' disclaimer which are replied by the Board of Directors hereunder:

Auditors Remark - I

1. The Company's non-cuiTent investments as at 31 March 2023 include investments aggregating Rs. 50 Lacs and advances of Rs. 747,66 Lacs iP.y. 747.66 La.cs) in the name of Gurha Thermal Power Company Limited (GTPCL): being considered good and recoverable by the management.

2, GTPCL has filed termination to their respective authority and claimed the amount invested, and termination payment as per concession agreement of Rs. 3940.72 Lacs and such matter is pending Appellate authority. So far as this matter indicates material uncertainty about tire going concern of joint venture and as In our view, recoverability of the amount invested and advance prodded not certain but no provisioning has been made against such probable non recovery of complete investment and Joans, No Interest has been provided by the Company on advances granted to joint venture for four years. Management is of the taew that such claim of GTPCL have merits and will be in favor of SPY and amount invested and advance provided will be recovered, Our opinion is modified in respect of the same. Such matter is pending and reported since 31,03.2019.

Board's Reph-

Arbitiation award is awaited and this amount will. be recovered once die arbitration and matter in legal is completely resolved,

3. Financial Statements includes financial statements of one joint operation. whose financial statements reflect total assets Rs. 553.66 Lacs as at 31 March 2023. and total revenues of Rs- 1.06 lacs and Net loss of ionic operadon of Rs. 100.ES Lacs for the vear ended on that daie_: as considered in these scandafone financial statements, The Company had prepared separate sec of statutory financial statements of joint operadons for the years ended 31 March 2023 in accordance with accoundng principles generally accepted in India. Audited financial statements of such entities are not made available to us. Our opinion in respect of these joint operations is -qualified in respect of tins matter.

Board's Replv-

The materiality of this JV Is very dismal and hence the audit accounts not prepared.

4. During the yejttt company has booked sales of Rs, 615,04 lacs in Joint Operation, Om Metals- SPML Joint Venture in the month of May, 2022, Company has reversed sales of the same amount in the month of March, 2023. The same is on account of rejection of the amount the project authority as per management discussion and such transaction has revenue neutral as per management. But as per accoundng policy- invoice to be recorded as revenue ordv when, it is approved bv proj'ect suthericv, But as per iact: produced bv the management and qualification received by auditor, such revenue booked without approval of proj'ect authority, So rve cannot rely on the bocks audited by the auditor. Company’s financial statements includes sales of RS. 1652.00 lacs . profit after tax of Rs. 131.95 lacs and total assets of Rs. 2000 lacs. We qualify the balance sheet and statement of profit and loss produced by auditor as such books of accounts are not in line with accounting policies of Company.

BoanTs Replv-

The invoice was booked in accounts based on past records and probability of approval wdch project authority, it's only some technical parameters change in project item equipment delivery which changed the invoice outlook bv project audiorirv. We shall consider the invoke when the final despatch is done and approved. The impact of this invoice is neutral in the FY,

SECRETARIAL AUDITOR

Pursuant, to the provisions of Section 204 of the Companies Act, 2013 and the Companies Appointment and Remuneration of Managerial Personneli Rules. 2014,the Company has appointed Mr. Brij Kishore Sharma. Partner,M-'s B K Shaima & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of die Company. TheReporc of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2023 is enclosed as Armemre VI to this Report, There are no qualifications- resercarions or adverse remarks made by the Secretarial Auditor in his report.

Secretarial Compliance Report

In accordance with Regulation 24:A) of the Listing Regulations, the Company has engaged the services of Mr. Brij Kishore Sharma Ý CP Nc. 126361, Practicing Companv Secreiarv and Secretarial Auditor of the Ccmipanv for providing this certification

COST AUDITOR

The provisions of section 14Sll) of the Companies Act, 2013 are applicable to die Company and accordingly die Company has maintained cost account; and records in respect of the applicable products for the year ended March 31. 2023.

Pursuant ro the provisions of secdon 143 of the Companies Act, 2013 and as per the Companies iCost Records and Audir) Rules. 2014 and amendments thereof, the Board, on the recommendadon of the Audit Committee, at its meeting held on 27“ April, 2023, ha; approved the appointment of M. Goyalst Co., Cost Accountants, a; the Cost Auditors for the Companv for the financial year ending 3T^: March, 2023 at a remuneration of Rs, 30,000. - plus rase: and out of pocket expenses,

A proposal for rarificadon of remuneradon of the Cost Auditor for FY 2023-24 is placed before the Shareholders.

The Report of the Cost Auditors for the financial year ended 31 * March 2023 is under finalization and shall be filed Ýwith the Ministry of Corporate .Affairs within die prescribed period,

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor in their Report respectively has reported to the Audit Committee, under section 143 Ý; 121 of the Act anv instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board s report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OCT GO

The pardculars as prescribed under sub-section (Blum of Secdon. 134 of the Companies Act, 2013 read with Rule 3(3) Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act. are provided in AnnjEntre I to this Report.

VIGO MEC HANT5M Vi I IIS ELE BLOWER POLICY

As per Section 177191 and i! 101 of the Companies Act, 2013. and as per regulation 22 of the Listing Regulations, the Company has established Vigil Mechanism for directors and employee; to report genuine concerns and made provisions for direct access io the Chairperson of the Audit Committee and provide for adequate safeguard; against vicdmizaricm of direcror(s) e mployee (s'¹ who avail of the mechanism, Company ha;

formulated the present policy for establishing the vigil mechanism.-' Y^hiiscle Blower Policy to safeguard the interest of its stakeholders. Directors and employees, to freely communicate and address to the Company their genuine concern; in relation to any illegal or unethical practice being carried out in. the Company. The said policy ha; been also puc up on the website of the Company at the following link: httpTnw.fnnmm 1 , c pm 2022_: "I GIL%20MEC HaNISL I ,ndf

RISK MANAGEMENT

Periodic assessment to identify die risk areas are carried our and management is briefed on she risks in advance ro enable the company co control risk Through a properly defined plan. The areas of risk include- Liquidity risk, Interest rate risk. Credit risk. Commodity price risk- foreign currency fluctuation risk. Market risk. Salary risk. Interest risk. Investment risk. Health, Safer,^- And En’.iromneni Risk:, Political: Legal And Regulators Risks, fraud and cyber security and Other Operational Risks etc, The 3oard is also periodically informed of the business risks and the actions taken to manage them. Pursuant to Section 134i'3l (nt of the Act St under Regulations 21 of the Listing Regulations- the Company had formulated a Risk Management Policy with the following objectives:

« Provide an overview of the principles of risk management

* Explain approach adopted by the Company for risk managemenr

* Define the organizational structure for effective risk management

* Develop a ‘"risk" culture that encourage: all employees to identify risks and associated opportunities and to respond to them with effective actions,

« Identify access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, ro protect and preserve Company's human, physical and financial assets,

Fundamentals of our risk management system

The companv has in place a code of conduct and high saferv standards in, plant ope radon to protect its employees and the environment. The company has instituted control bodies which verify imp errant business decisions. Organizational measures are undenaken to prevent the infringement of guidelines and laws.

Goals of risk management

At OMIL- the risks are detected at their earliest possible and necessary measures are raken to avoid economic and environmental damage. The company lays due emphasis on avoidance of risks that threaten the company’s continued existence.

Organizational responsibilities aud took

Regular risk analvses at the corporate level are conducted by OMIL's management and by various departmental heads. Specific risks pertaining to operating di-.tisions and units are conticuallv registered, evaluated and monitored centrally. The Board of Directors regular tv receives report: on the risk situation of the Companv, The Policy is available on the wphliTiVhrrpi Xvww.ammeials.rom file:-risk-managersenupdf

PARTICULARS OF LOANS. GFAKAXIZES AND OAT STA lEVT S A LADE UNDER SECTION 1S6 OF THE COMPANIES ACT. 20U

The Company ^:Om Infra Limited' - being engaged in infrastructural business is exempted from the provisions of Section IGo of the Companies Act- 2013 related to a loan made, guarantee given or security provided, however particulars of Logans & guarantees given, investment: made and securities provided have been disclosed in the financial statements forming part of this Annual Report pursuant to provisions of Companies Act and Regulation 34r3 Ý and Schedule V of the SEBI 'listing Obligations and Disclosure Requirements’. Regulations, 2015.

DEPOSITS

During the Year under review, y out company has nor accepted any Deposits 'within the meaning of Section 73 and 74 of Companies Act. 2013 read with the Companies Acceptance of Deposits': Rule. 2014 and, as such, no amount of principle or interest was outstanding as of die Balance Sheer dare,

RELATED PARTY 1~RA.\S ACTION &

Pursuant to the amendments to the SEBL 'Listing Obligations and Disclosure Requirements: Regulations. 2015. the Company has revised its existing Related Party Transactions Policy to align it with the requirements of the said Regulations. The Audit Committee and the Board of Directors have reviewed and approved the amended Related Parry Transactions Policy and the same has been uploaded on rhe Company’s website hnp:/Ayww,nm T¥iPTHk.cnm/?n22jTohcv%20on%20Rje la ted%20pBTn⁷%20mi TiFarrinTi.pdf.

The Company has a process in place to periodically review and monitor Related Party Transactions.

During the year unde: review, all related party transactions were in the ordinary course of business and at arm's length and approval of the Audit Committee, Board Df Directors St Shareholder; was obtained wherever required.

The Audit Committee has approved the related parry transactions for the FY 2022-23 and rhe estimated related parry transactions for FY 2023-24. There were no related party transactions that have conflict with the interest of the Company.

The particulars of contract; or arrangements with related parries referred to in Section 1SS(1 and applitable rules of the Companies Act 2013 in Form AGC-2 is provided as Armesture V to this Annual Report.

There are no personas: or entities forming parr of rhe Promoter!:: Promoter!s'; Group which individually hold 10°t or more shareholding in the Company except T C Kothari & Family Trust, which, is holding 11.S5A: shareholding in the Company,

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed half ytqbdy report on Related Parr-^- Transactions with the Stock Exchanges, for the half " ear ended30 September, 2022 and March 31, 2023, The details of the related parr,' transactions as per Indian Accounting Standards (DsD AS.; - 24 are set our in Standalone Financial Statements of the Company,

CORPORATE SOCLAL RESPONSIBILITY

In line with the provision: of Section 135 of the Act read with the Companies Ý Corporate Social Responsibility Poiicy) Rules 2014, your Company has undertaxen various C5R projects in the area of Eradicating hunger, poverty and malnutrition. Education programs. Medical health check-up programme;, Self-employment programme which are in accordance with the Schedule YU of the Act and CSR Policy of the Company.

The Company' CSR policy is available on w^Teb link ar hup. vw-Y.omnieLBls.coni 2022-CORPORATE^:g2O5QCLAL°c20R£SPONSIBILITY.pdf.

During the year, the Company spent Rs. 40 Lakhs on CSR activities.

The brief outline of CSR Police and Composition of CSR Committee are included in the annual report on CSR actr-ides, which is annexed herewith and marked as Anneaxtre EL Other derails regarding the Corporate Social Responsibility Committee are provided in the Corporate Governance Report attached with the Annual Report,

ANNEAL RETITvN

la. accordance with section 134(3)(al and section 92 (3) of the Act, an

Animal Return as at 31 March 2023 in Form MGT7 is posted on website of

the Company. Annual Re nun pursuant ro applicable provisions of the Acr is posted in section of Investors, corporate governance on the Company’s web sire or

link https: // w ww.o m me tal 5, co m/!?/agm

CORPORATE GO\XKXAXCE

The Companv has been following principles of Gocd Corporate Governance Practices over die vears. Your Companv has complied with the Corporate Governance Code as stipulated under the listing Regulations. In Compliance with Regulation 34 of the Listing Regulations a separate section on Corporate Governance along with certificate from BK Sir-anna and Associates: Practicing Company Secretaries confirming compliance forms part of the Annual Report.

M.ANAGiiMi.yi DISCUSSION AM> ANALYSIS REPORT

la cerms of provisions of Regulation 341.2;e: of Securities and Exchange Board of India (listing Obligations and Disclosure i Regulations, 2015, the Management Discussion and Analysis is presented in a separate section forming pan of the Annual Report.

It provides details about the overall industry structure, global ana domestic economic scenarios, developments in business operations performance of the Companv's various businesses viz., decorative business, international operations, industrial and home improvement business, internal controls and then adequacy, risk management systems and other material developments during the financial year 2022-23,

PARTICULARS OF L. \jPLjOYEES AN V RE LA T E DMS CL O S URE S

The information required under Section 197 of the Act read with rule 5(1), 5(2) and 3(3j of the Companies l Appointment and Remuneration of managerial Personnel) Rules, 2014 ate given in ANNEXURE IV forming pair of this report.

The Company does not have scheme or provision of money for the purchasE of its own shares by enrolovees-'diiecoors or by trustees for the benefit of emplovees/diietiers.

List of top ten employees In terms of remuneration drawn is also given in ANNEXURE IV

HTMAN RESOURCE S MANAGEMENT

Our professionals are our no.os: important assets. We are commirted 10 luring and retaining die besr talent and being among me industry¹* leading employers, For this, we focus on promoting a collaborative: transparent and paidcipadve organizarion culture. and rewarding merit and sustained high performance. Our human resource management focuses on allowing our employees to develop their stills, grow in cheir career and navigate their nest.

The outbreak of CQ11D-19 pandemic resulted in lot of fear, insecuriry and desperation across the world, During these rough rimes, the Company prioritized safety and wellbeing of its employees, Tn strict adherence to the local guidelines the Company incorporated a culture of social disiamdng, regular sanidzadon of office, daily Temperature check and allowed employees to work horn home.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHTDFTTOX AND REDRESSAL1 ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in is premises through various imerveniioris and practices. The Company always endeavors to create and provide azr er.virozimenc that is free from disciiminadon and harassment inducing sexual harassment.

In Compliance with the Sexual Harassment of "Women at Workplace i Prevention, Frohibition, and Redressaii Acc. 2013, your Company has constituted an 'Inremal Complaints Committee" (‘Committee¹). No complaint has been received during the Year ended 31 :t March. 2023 in this regard.

The Comp-anv has in place a Policy for Prevention of Sexual Harassment at Workplace as per requirement of the Sexual Harassment of Women at Workplace iPrevenrion Prohibition and Redressai: Act, 2013, Internal Complaint Committee has been set up to redress the complaints received regarding sexual harassment, All employee? ipermanent, contractual- temporary,, trainees' are covered under this policy. The following is the Summary of Sexual Harassment complaints received during the year ended 31st March- 2023 in this regard.

[aj Number of complaints pending a: the beginning of the vear: NIL (bj Number of complaints received during the year: NIL : c'i Number of complaints disposed of: during the year: NIL (d) Number of cases pending bi the end of the year: NIL

HEALTH. SAFETY AND ENVIRONMENT

The safety excellence journey is a continuing process of the Company, The safety of the people working for and on behalf of your Company, visitors to the premises of the Company and the communities we operate in. is an mregral part of business. We have taken several conscious efforts to inculcate a safer environment urichin place of work.There is a strong focus on safety with adequate thrust on employees¹ safety.

The Company has been achieving continuous improvement in safer,^- performance through a combination of systems and processes as well as co-operadon and support of all employees,

LISTING

The Equity Shares of the Company continue to remain listed with the National Stock Exchange of India Ltd (NSE1 and BSE Limited (BSE:. The Company's Symbol ar NSE is OMENFRAL and the Scrip Code of the Company at BSE is 531092, The listing fees of the exchanges for the financial year 2D22-23 have been paid.

CREDIT RATING

The ha: obtained the credit racing from CARE Earing, during the year there is no change in the racing under review, CARE credit racings as below:

APE or AC V OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE F I NAN CLAL ^TATEME NTS

The Company has Internal Financial Controls which are adequate and were operating effectively. The controls are adequate for ensuring the orderly and efficient Conduct of the Business: including adherence to Lie Companvk policies. the safeguarding of assets, the prevention and detection of Fraud and error:, the accuracy and completeness of accounting Records and timely preparation of reliable financial information.

The Audit Committee regularh^r reviews the adequacy and effectiveness of the internal controls and internal audit function.

BUSINESS RESFON'SIBIUTY AND SUSTAINABILITY REPORTING

Regulation 34^21 of the Listing Regulations provides that the Annual Report of the Top 1000 listed entities based on marker capitalization (calculated as on Mattel* 31 of every nnantial year), shall include a Business Responsibility and Sustainability Report' BRSR'A Since vour Company, does not feature in the Top LOOOlisced entities as per market capitalization as on March 31, 2022>the Business Responsibilitv and susiainabiliTV Report for the financial year 2022-23 does not form apart of the Annual Report,

BOARD Dixxfisrrv

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge- skill: regional and industry experience: cultural and geographical backgrounds, age. ethnicity, race and gender chat will help its retain our competitive advantage. The Board Diversity Polity⁷ adopted by the Board sets out its approach to diversity. The Policy available oil tv eh link at Lup^/wvjmTnptalr mm /Rfl 1 flj'mirv/RO A RD%20DIY fcftSITY%20PQLICY.pdf

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India with, respect to General Meetings and Board Meetings.

STATUTORY COMPLIANCE

The Company complies with all applicable Saws and regulations, pays applicable taxes on time, ensures statutory CSR spend and initiates sustainable activities.

EBC

There is no Corporate Insolvency- Resolution Process initiated under the Insolvent’-^- and Bankruptcy Code, 2016 riBQ.

DETAILS REGARDING VALUATION REPORT

During the year under review, vour Company has not entered imo any One-Time Settlement with Banks oi Financial Institutions and therefore: disclosure regarding she 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 is not required to be given.

RISK ARISING OUT OF LITIGATION. CLAIMS AND UNCERTAIN TAX POSITIONS

The Company is exposed ro a variety of different lavs, regulations, positions and interpretations thereof which encompasses direct taxation and legal matters. In the normal course of business: provisions and contingencies may arise due to uncertain ran positions and legal matters. Based on the nature of matters, the management applies significant Tudgmenr when considering evaluation of risk- including how ouch to provide for the potential exposure of each of the matters, These estimates could change sub scan dally over time at- new facts emerge as each matter progresses, hence these are reviewed regularly. For matters where expert opinion is required, the Company involves the best legal counsel.

SIGMFICANT AND MATERIAL ORDERS PASSED BY THE REGIXATORS OR COURTS

There are no significant material orders passed by the regulatorycourtS'CtibundLs which would impact the going concern status of the Company and its future operations.

The income tax raid 'investigation conducted, in July 2020 are under appraisal and the proceedings are in progress.

OTHER. DISCLOSURE

Other disclosures required as per Aci_; Listing Regulations or any other laws and rules applicable are either NIL or NOT APPLICABLE to the Company.

A CKN OMXEDGEA IE NTS

Your Directors deeply appreciate the valuable co-operation and continued support extended by the Company's Bankers, Financial Institutions, Government agencies. Collaborators. Stockiest- Dealers, Business Associates, and also the contribution of ail employees to the Company.

The Directors appreciate and value the contribution made by every member of the Om family.

On Behalf of the Board, of Directors For Om Infra limited

Dhaiam Frakash Kothari Vikas Kothaxi

(Chairman) (Managing Directors; CEO)

DIN:00035298 DIN: 00223868

Date; 27* April, 2023 Place: Delhi