Directors Report of Om Infra Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting 53^rdAnnual Report of your Company together with the Audited
Financial Statements for the financial year ended 31^st March, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs Tn Lacs)

Particulars	STANDALONE		CONSOLIDATED
	For the year ended March 31,		For the year ended March 31,
	2025	2024	2025	2024
Revenue from operations	66627.77	105978.81	71266.18	111382.42
Other Income	3166.16	3210.24	3599.15	3916.25
Total income	69793.94	109189.05	74865.33	115299.26
Expenses
a) Cost of material consumed	28204.39	40730.85	28685.03	41435.53
b) Purchases of stock in trade	177.85	186.97	182.20	186.97
c) Change in inventories of finished goods, work in progress and stock in trade	1235.08	2899.28	5851.97	8311.62
d) Employee benefit expenses	3993.05	3372.30	4174.45	3614.91
e) Other expenses	29659.87	3695.14	30352.34	50033.99
Total Expenses	63270.24	96808.34	69245.99	103583.02
Profit before Depreciation, Finance Cost, exceptional items and tax Expenses	6523.70	12380.13	5619.34	11716.24
Depreciation and amortization expenses	558.75	659.75	561.82	663.77
Profit before , Finance Cost, exceptional items and tax Expenses	5964.95	11720.38	5057.52	11052.47
Finance cost	2187.29	2375.64	2216.03	2483.23
Profit before exceptional items and tax Expenses	3777.65	9344.73	2841.49	8569.23
Exceptional Items	0	0	0	0
Total profit before Tax	3777.65	9344.73	2841.49	8569.23
Current Tax	289.15	1614.66	268.99	1677.66

Deferred Tax	-121.76	2012.89	-1024.12	2181.74
Total Tax expenses	167.39	3627.55	-755.13	3859.40
Profit/Loss for the year	3610.26	5717.18	3596.62	4709.83
Profit/ (Loss) from the discontinuing operation	0	0	0	0
Share of Profit/ (Loss from Associates and Joint Venture	-	-	(5.83)	16.73
Profit/Loss for the year	3610.26	5717.18	3590.79	4726.57
Total other comprehensive income	(180.00)	(165.67)	(180.00 )	(165.67)
Total comprehensive income for the period	3430.26	5551.51	3410.79	4560.90
Earning per equity share
Basic earnings (Loss) per share from continuing and discontinued operations	3.56	5.76	3.54	4.74
Diluted earnings (Loss) per share from continuing and discontinued operations	3.56	5.76	3.54	4.74

Note: Previous yearâs figures have been regrouped / reclassified wherever necessary.

FINANCIAL PERFORMANCE AND THE STATE OF COMPANYâS 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 your Company to evaluate various opportunities in the different business verticals
in which your Company operates. Your Company currently has several projects under implementation and
continues to explore newer opportunities, both domestic and international. Your Board of Directorsâ considers
this to be in strategic interest of the Company and believe that this will greatly enhance the long-term
shareholdersâ value.

The financial year 2024-25 has been a year of robust growth and strategic milestones.

Consolidated

The Company has reported consolidated revenue from operations Rs. 71266.18 Lakhs as against Rs. 111382.42
lakhs in the previous year and Profit before Tax (PBT) of Rs.2841.49 as against Rs.8569.23 Lakhs in the previous
year.

Standalone

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

The Company has reported standalone revenue from operations Rs. 66627.77as against Rs. 105978.81 Lakhs in
the previous year and a Profit before Tax (PBT) of Rs. 3777.65 as against Rs.9344.73 Lakhs in the previous year.

DIVISIONAL ANALYSIS
Engineering Division

The Turnover of this division in this year is Rs. 65812.68 lakhs as against Turnover of Rs. 103573.07 lakhs and
Profit(PBT) is Rs. 6169.500 lakhs as against Rs.12317.04 lakhs in the previous year.

The Engineering Division focuses on turnkey engineering procurement and construction contracts in Hydro
Mechanical projects, Irrigation projects, and Canal& Dams projects. The EPC contracts work include civil
construction, designing, engineering, procurement, fabrication, manufacturing, supply, installation,
commissioning and operations & maintenance. Company has successfully executed more than 70 Civil and
Hydro-mechanical contracts for Hydro-power & Irrigation projects across the country and abroad over the last
5 decades.

Currently working on multiple construction projects with total outstanding unexecuted contract value of Rs.
2655.75 Cr.(OMIL Share). These projects are across multiple states (Gujarat, Uttar Pradesh, Madhya Pradesh,
Maharashtra, Tamil Nadu, Arunachal Pradesh, Punjab and Rajasthan) and two international locations (one in
Africa and other in Nepal). Companyâs largest value contracts - Isarda Dam project (Rs 550 Crore pre GST) has
gathered good pace; Shahpurkhandi Punjab (Rs.552.04 Cr) also progressing very well. Jal Jeevan Mission
projects in Rajasthan and Uttar Pradesh which earlier escalated turnover of company handsomely in previous
year witnessed slow down this year due to fund lapse by Central Govt. and in recent budget Central Govt. has
again allocated funds to complete the running projects. . Revenue booking at other Hydro Mechanical
contracts,Arun-3 (Nepal) and Irrigation project at Amravati (Maharashtra), Chitakurdi taking pace in a smooth
way. Africa Irrigation projects almost ended and O&M is going one.

Execution of Jal Jeevan Mission (JJM) projects (in UP and Rajasthan, bagged in Q4FY22) progressing at a
comparatively low pace and the fund allocation by Central Govt. as envisaged in recent budget is awaited.
These projects typically earn an EBITDA Margin in the range of 12-15% over the life of the project as against
18-20% margin earned by Hydro & Other Water Projects.

Orders received during the Year:

1. Moradabad Circle (Dist. Amroha and Sambhal) project:

S.No	Particulars	Details
1)	Total Value (incl. Repair works and Operations and Maintenance)	Rs 1,061.094 million (Rs 106.10 crores)

2. Lucknow Circle (Dist. Hardoi, LakhimpurKhiri, Sitapur&Lucknow) project:

S.No	Particulars	Details
1)	Total Value (incl. Repair works and Operations and	Rs. 3,420.17 million (Rs 342
	Maintenance)	Crores)

3. Hydro-mechanical (HM) works order valued at Rs 410 Cr of the KWAR Hydro Electric power Project (540
MW) in J&K under Chenab Valley Project.

Real Estate Division

The Company is also engaged in Development of Real Estate projects. Real Estate project â Om Green
Meadowsâ in Kota and other one in Jaipur named âPallaciaâ handed over with sellable area of over a Million
sqft and one is in planning stage at Mumbai with the total expected and assumed saleable/serviceable area 2.5
lac sqft (Omâs share). Considering that the reality market to do considerably well, the Company is all set to sale
the unsold inventory and achieve overall Rs>4 billion revenue and over 2 billion unrealized cash inflow from
both the projects.

However, since as per IND AS 115, income /Revenue is booked on having sale deed execution , but regular
maintenance and value addition costs are recognized regularly, the operating margins in Real Estate appear to
be consistent on quarterly basis. The operating profit generally is higher in a period when revenue is
recognized.

Bandra, Mumbai (MHADA) -Slum Rehabilitation and Residential Development Project

1. Om Infra (35%stake) along with a Consortium was allocated FSI on a plot of land for redevelopment
(SRA) by MHADA in the year 2006 for Rs. 106 Cr.

2. The FSI allotted allowed for development of ~200,000 sq.ft, which is under the revised CRZ Regulations,
was increased in around year 2017 and accordingly the saleable area increased to more than ~2million sq.ft,
subject to approval of design and drawings.

3. Since this was a large project, we tied up with Ms Valor Estate ( formerly DB Realty) ,post which our stake
reduced to 17.5%

4. Due to various reasons, the consortium appealed to the arbitration against MHADA, and the matter is
finally heard, and award is received with FSI enhancement subject to premium payable at applicable rates.

5. It is anticipated that post the hand over of the temporary transit camps to the slum dweller , a reputed
branded developer having strong creditworthiness may be roped in to develop the project and the company is
likely to have an estimated handsome realizable value of the Companyâs share as per current market rates
subject to owner developer sharing ratio determined with reputed builder/developer.

The Turnover of this division this year is Rs.815.09 Lakhs against Turnover of Rs. 2379.28 Lakhs in the previous
year and Loss is Rs. 204.56 lakhs as against Rs.201.10 Lakhs in the previous year.

There is a potential realizable value of Land Bank/ developable/under development area in
Company/subsidiary/Joint Venture.

Execution road map for Real Estate Projects and Revenue Recognition

Project	Location	Partner	Project ^Type	# of Units	Project Area Sq.ft. (Approx) (OMIL Share)
Meadows	Kota	-	Housing	338	4,45,972
Pallacia	Jaipur	-	Housing	152	6,46,150
Bandra Reclamation Mhada	Mumbai	M/s Valor Estate & Others	Housing	-	Subjected to owner developer sharing ratio
Total

Real Estate Project	Sold in sq.ft.	Unsold in	Total	Consideration	Total expected
		sq.ft.	realisable value of revenue (Rs Cr)	of sold units (Rs Cr)	revenue realizable for unsold units (Rs Cr)
Om Meadows	2,53,442( 197 Units)	1,00,372 (141 Units)	110	77	56
Palacia	3,49,800 (74 units)	2,96,350 (78 Units)	600	308	417
Bandra Reclamation - Mhada	NA	2,50,000	Under planning stage	NA	Under planning stage
Total			710	385	473

Note: Bandra MHADA Project - tentative as per finalization of drawing plan and FSI approval and
subject to market conditions and revenue is purely estimated

The revenue projects are subjected to growth in real estate markets and sale of units and FSI approval
(at decided rate and time)

Key Land Bank

Location	Sq. Mtrs.	Kev Location Advantage

VKIA Jaipur	4,000	In Industrial Area at Prime Location- total,(land
		portion sub divided in smaller lots and sale of some plots executed and the remaining plots are
		under lien with JDA subjected to performance )
Kota (Institutional/commercial Land)	40,000	In the centre of Kota City
Jaipur	3,800	In the prime commercial location of Jaipur City
TOTAL	47.800

In the MHADA project, company is exploring the construction of commercial/Hotel spaces and in talks with
Architects /Govt. agencies and other prominent developers for construction post FSI approval and Design and
drawing approval.

Other Infrastructure Division

Other Infrastructure division of the Company includes revenue from packaging and rental income.

In Gujarat and Bihar warehouse projects -The land bought for warehouse project in Gujarat /Bihar
is available with the Company and is free of any encumbrance.

Major portion of the land in Gujarat has been sold; company is exploring end use of land or outright
sale of landin Bihar.

Summarv of Strong Cashflows Exoected over the Next 2-5 vears


A)Real Estate-Current Projects	Rs 371 Cr	Estimated Timeline

¹ Pallacia, Jaipur Â¦ OmGreen Meadows, Kota	Rs327 Cr 2 to 3 years Rs44 Cr
-1 B)Real Estate- Landbank	As per development plan and sharing ratio
Â¦ Bandra, Mumbai (MHADA)	4 to 5 years

C) Arbitration Awards	Rs 587 Cr


¹ Bhilwara Jaipur Toll Road	Rs587 Cr Subjectto winning in litigation process

Total Estimated Cashflow (A C)	Rs 958 Cr

Note: Revenue projections are subjected to growth in Real Estate Markets and sale of units and FSI approval (at decided rate and time), value addition work in projects is going on.

FUTURE OUTLOOK

Your Company sees good prospects in the domestic economy with the thrust on infrastructure development.

The Company has invested in building up the capacities over the years and has also mapped the emerging
opportunities with the internal capabilities. Increase in the pace of implementation of various initiatives by the
government and revival of the investment cycle would be conducive for achieving the growth aspirations of the
Company. Governmentâs need of revival in capex cycle and infrastructure development would remain
conducive for achieving the growth aspirations of the Company with reduced EMD and PBG in tender and

contracts. Acceptability of Insurance bond in place of Bank Guarantee will open up great unblocking of capital,
savings in working capital and security margins.

According to the Central Electricity Authority, there are 32 hydro projects under construction in India, with a
combined capacity of 16,737.5 MW. This includes 12,056 MW from central,3,092 MW from state, and 1,590
MW from private sectors. By 2026-27, large hydro is expected to makeup about 17% of the countryâs renewable
energy capacity, which is projected to exceed 344 GW. The National Electricity Plan 2023 forecasts new
additions of 10,814 MW of conventional hydro and 2,700MW of pumped storage projects (PSPs) by 2027, with
further expansions planned for 2027-32. However, to meet these goals, challenges like water rights,
environmental issues, contractor reliability, resettlement concerns need to be addressed, as these often cause
delays and cost overruns.

The road ahead planned for your Company includes:

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

> Complete hand over of existing 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 and FGD projects in Thermal Plants.

> Tap Indiaâs 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.

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

> FY26 seems and likely to be much better under probable NDA lead Modi 3.0 Government for next 5 years as
compared to FY25 in terms of execution of projects at both domestic and international sites leading to higher
revenue recognition and FY26 is expected to witness handsome growth backed by strong focus in water infra
sector. .

Growth Opportunity -

India''s civil engineering sector, particularly in the construction of dams and related infrastructure, offers
substantial growth opportunities due to the country''s ongoing development needs, population growth, and
government initiatives.

Sectoral Tailwinds: Government''s focus on Hydro sector

â¢ The Government of Indiaâs ?3 lakh crore project pipeline offers strong growth potential

â¢ Indiaâs Hydro electricity generation dropped to a decade of 8.3%

Hydropower Projects

> The hydropower capacity to increase from 42 GW to 67 GW by 2031-32.

5^12,340 MW is planned by 2026

^450 GW renewable energy capacity by 2030

JalJeevan Mission

> Rs 67,000 crores allocated to JJM in the Union Budget

> JJM is extended until 2028

> The mission targets 19 crore households, and has achieved 79.8% completion so far
River Linking and Irrigation

> Rs 2,400 crores has been allocated to river linking in Union Budget

> US $270 billion to be invested in water infra in the next 15 years

> River Linking Projects- NamamiGange, PradhanMantriSichaiYojana.

Hydro Pumped Storage Projects

> Aim to install 74 GW capacity by 2031-32

> Potential to reach 176 GW PSPs in the coming years.

> Hydro Pumped Storage Projects (PSPs) to support faster energy transition with large scale integration
of renewable capacity

JalJeevan Mission

Strategic Focus and Opportunities driven by JalJeevan Mission
Opportunities Competencies

Government Focus & Budget Allocation Expertise & Opportunity

â¢ The Government of India has allocated . End-to-End Solutions: Om Infra specializes in

?67,000 crore in the Union Budget providing comprehensive water infrastructure
2025-26 for the successful execution of solutions in key states like Uttar Pradesh and
JJM. Rajasthan

â¢ Opportunity Driver: Approximately . Order Book: The JJM project represents Rs 541

16.1 crore households still lack tap crore, making up 20% of the total order book.

water connections.

Major States Like Uttar Pradesh and â¢ StrategicOpportunities: Large

Rajasthan still lag behind in terms ofopportunities for companies like

tap connection, more funding to come inOm Infra to contribute to the

is expected. mission''s completion.

â¢ Om Infra has bided Rs 1,000
crores for FY26 in the mission

Source:

https://prsindia.org/files/budget/budget parliament/2024/DFG 2024-25 Analysis Tal Shakti.pdf

Pumped Storage Projects

Om Infra has demonstrated its ability to capitalize on opportunities through its marquee projects. Future
government initiatives are expected to provide ample runway for growth

Governmentâs Current Focus

â¢ Currently under Execution ~2.7 GW

â¢ Projects under Planning Stage ~50 GW

â¢ Water Management via River Inter linking Schemes.

Companyâs Leveraging Opportunities

â¢ Executing the largest PSP projects in India , the Kundah PSP (1,000 MW)

â¢ The unexecuted value of Kundah project is worth Rs. 50 crores as 31^stMarch 2025
Government Future Initiatives

â¢ Energy storage systems are expected to reach 55 GW by 2031-32

â¢ Hydro PSP has a growth potential of 176 GW

â¢ Focus by GoI on infrastructural development is border areas

Source :https://pib.gov.in/PressReleaselframePage.aspx?PRID=20405821
CHANGES IN NATURE OF BUSINESS, IF ANY

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

INFORMATION ABOUT SUBSIDIARIES/JV/ASSOCIATE 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(3) of the Act, a statement containing salient features of the financial
statements of the Companyâs subsidiaries in Form AOC-1 is attached to the financial statements of the
Company as Annexure II.

In accordance with 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 days except Saturdays, Sundays and public holidays upto 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 this report have been uploaded on the website of the Company at www.ommetals.com.

The policy on determining material subsidiaries may be accessed on the website of the Company at
http://www.ommetals.com/#/policies. M/s Om Metals Consortium Private Limited was material subsidiary of
the Company in the FY 2023-2024 but in the FY 2024-2025 , it ceased to be Material Subsidiary of the
Company.

Companies which became / ceased to be Companyâs Subsidiaries, Toint Ventures or Associate Companies:

â¢ Companies which have become subsidiaries, Joint Ventures or Associate Companies during the financial
year 2024-25:

None

â¢ Companies which has ceased to be the Subsidiaries/Step Subsidiary, Joint Ventures or Associate Companies
during the financial year 2024-25:

M/s Ultrawave Projects Private Limited- A step down Associate of the Company

Apart from this, your Company funded its subsidiaries/JVâs, from time to time, as per 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 OMIL are as below:

OM METALS CONSORTIUM PRIVATE LIMITED â This wholly owned Subsidiary Company has developed a
high end residential project on a very prime parcel of 19000 sq. mt. land at Jaipur and has a sellable built-up
area of 6.45 lakh sqft with expected realization of ''INR 12000/sqft appx. OMIL has invested INR 1.6 bn for land
and development cost is appx Rs 4 bn. The company expects to generate Rs 6.0 bn of total Revenue from this
project. More than 60% inventory 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
also received.

HIGH TERRACE REALTY PRIVATE LIMITED! FORMALLY KNOWN AS OM METALS REAL ESTATE PRIVATE
LIMITED)- This wholly owned Subsidiary Company formerly known as Om Metals Real Estate Private Limited
is holding stakes in different SPVâs and different subsidiaries . Majority of the inventory held by the SPVâs has
been sold and SPV have refunded back the sum advanced by High Terrace Realty Private Limited and
consequently High Terrace Realty Private Limited refunded the entire sum advanced by Om Infra Limited. The
step subsidiary and associates of High terrace realty have net worth and reserves and surplus.

WORSHIP INFRAPROJECTS PRIVATE LIMITED (earlier known as OM METALS SPML INFRAPROJECTS PVT
LTD)- This wholly owned Subsidiary Company. The Company had completed a 457 Cr Kalisindh Dam project
in this SPV earned qualification of dam construction. This company was made wholly owned subsidiary of Om
Infra limited in previous years and this company in JV with Om Infra Limited has secured a work contract of
Isarda dam in Rajasthan worth Rs550cr and the progress of the project is going on and is good and appx 90%
work has been completed.

SANMATI INFRADEVELOPERS PRIVATE LIMITED - In this SPV, the company has divested its 25% stake. Now
this is no longer associate Company.

BHILWARA JAIPUR TOLL ROAD PRIVATE LIMITED- This has become 51% of subsidiary of Om Infra Limited.
Om Infra has done the development of the 212 km road project in Jaipur- Bhilwara Stretch on BOT basis and
COD achieved in December, 2014. Om Infra has executed 100% of EPC work for a total project cost of Rs. 410
Cr. After the COD of the project all 4 toll plazas are operational and generating revenue. Private vehicles were
made toll free w.e.f 1.4.2018 by state government and we have terminated the concession agreement for breach
of contract by government and submitted our claims of Rs 578 cr.

> Regular arbitration proceedings as per Arbitration act is complete and the arbitrator gave final award in jan
2023 for Rs.587 cr (other than debt due )which has been challenged by PWD in commercial court and
commercial court dismissed the appeal of PWD and against this PWD has preferred an appeal in Rajasthan
High 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 clause in concession agreement but
PWDâs appeal in High court is pending for hearing. We are awaiting positive development soon.

GURHA THERMAL POWER COMPANY LIMITEDâ This company as a 50% JV of Om Infra has a lignite based
thermal project in Rajasthan. Due to abnormal delay at the end of Government, we have intimated our stand of
terminating the project from our side. Our compensation and claim is approved in APTEL and APTEL has
preferred an appeal in Honâble Supreme court and we are awaiting positive developments from Supreme
court in our favour.

GUJRAT WAREHOUSING PRIVATE LIMITED- This SPV was incorporated for the development of silo for
storing wheat for FCI. The major portion of land acquisition is complete and due to some hurdle in total
acquisition of land, project could not take off . The majority of land available with us has already been sold.

BIHAR LOGISTIC PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat
for FCI. The major portion of land acquisition was complete but due to some local clearances project could not
take off. The land available with us has been put for disposal and we are awaiting the land deal to happen soon

CHAHEL INFRASTRUCTURES LIMITED - The Company has divested its 94.64 % stake from this Company.
PARTNERSHIPS /JV''s:

OM METALS CONSORTIUM (Partnership firm) â This prestigious partnership firm for development of SRA
project in Bandra Reclamation facing Bandra- Worli Sea Link has completed the construction of the temporary
transit camp.

A redevelopment project of partners MAHADA in partnership under Om Metals Consortium (OMC) where
OMIL holds 17.5 % stake. Other developmental in the consortium are DB Realty Group, SPML Infra, Morya
Housing, and Mahima developers. This multi-storied residential project is spread across 6 acres and entitled to
FSI which translate into approx ~1.7mn sq. ft. (subjected to all Govt. clearances ).A premium of additional FSI
available shall be paid by OMC.

OMC has done a JV with DB realty for this project where M/s Valor Estate (formerly DB realty) or any reputed
builder would be incurring 100% cost for the development and transfer free salable area to OMC as mutually
agreed in development /collaboration agreement.

SPMLâOM METALS JV- This JV has been doing O & M for the recently completed smart infrastructure
(knowledge city) in VikramUdyogpuri at Ujjain.

OMIL WIPL JV, ISARDA- This JV has been developing project for the Construction of Isarda Dam across Banas
River in Tonk District and Om infra Ltd is executing the contract on sub contract basis on arms length pricing.

OMIL JV : The water resource department ,Punjab had allotted a work contract of Rs.554 cr. in this JV where
Om infra has a majority stake and this JV has sub contracted the work to Om infra Ltd on arms length basis
.The execution of project is in progress.

OMIL JWIL VKMCPL JV â This JV has been allotted the contract at Madhya Pradesh and Om infra has majority
stake and the JVpartner is developing the project and is responsible for executing the project on arms length
basis.

Om Metal SPML Joint venture (Rwanda) â This JV has been executing the project in Africa, Rwanda and
the provisional completion of the project is achieved and the project is in O &M .

HCC OMIL JV and BRCCPL-OMIL-DARA-JVâ In both these Jv âsJaljeevan mission project has been secured from
PHED Rajasthan and Om infra is developing both the projects.

OMIL-VKMCPL JV (Pench-II) -The other Jv partner is executing the project in MP and the profits generated in
this JV 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 (Wholly owned subsidiary of the Company):

ULTRAWAVE PROJECTS PRIVATE LIMITED â This Company formerly known as Om Metals Infotech Pvt. Ltd
has industrial land in Jaipur and the major part of land have been sold.

MEGA EQUITAS PRIVATE LIMITED â This Company formerly known as Om Metals Developers Private
Limited entered into a JV with Mahindra Life space for a residential project in Hyderabad which is fully sold
out.

The Board of Directors of the Company has adopted the policy for the material subsidiaries, which is available
on the website of the company at the following link:
http://www.ommetals.com/files/material-subsidiaries.pdf

DIVIDEND

Value of Rs. 1 each (@ 40%), for the approval of the shareholders at the ensuing Annual General Meeting
(''AGM'') of the Company and whose names appears in the register of Members as on the Book Closure/ Record
Date. As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in
the hands of the shareholders at the applicable rates.

The total outflow, on account of equity dividend, will be 385.22 Lakhs via-a-via Rs. 481.52 Lakhs for the
financial year 2023-24.

The Register of Members and Share Transfer Books of the Company will remain closed from 23.09.2025 to
29.09.2025 (both days inclusive) for the purpose of payment of dividend for the financial year ended March 31,
2025.

AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES

The Board of Directors of your Company does not propose to transfer any amount to the general reserves of the
Company for the financial year ended on March 31, 2025.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2025 was Rs.9.63 Crore. During the year under review, the
Company has not issued shares with differential voting rights nor granted Employee Stock Options or Sweat
Equity Shares.

DEPOSITORY SYSTEM

As the members are aware, the Companyâs shares are compulsorily tradable in electronic form. As on 31st
March 2025, 99.96% of the Companyâs total paid up capital representing 9,62,66,809 shares are in
dematerialized form.

Pursuant to amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with
effect from January 24, 2022, requests for effecting transfer of securities in physical form, shall not 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 certificates/folios need to be processed only in
dematerialized form. In such cases the Company will issue a letter of confirmation, which needs to be
submitted to Depository Participant(s)to get credit of the securities in dematerialized form.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013(hereinafter referred to as âthe Actâ), Regulation 33
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as âListing Regulationsâ) and applicable Accounting Standards, the Audited
Consolidated Financial Statements of the Company for the financial year 2024-25, together with the Auditorsâ
Report form part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS. IF ANY, BETWEEN BALANCE SHEET
DATE AND DATE OF DIRECTORSâ 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 Directorsâ Report affecting the financial position of the
Company, other than those disclosed in this report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has been regularly sending communications to members whose dividends are unclaimed
requesting them to provide/update bank details with Registrar and Transfer Agents (RTA)/Company, so that
dividends paid by the Company are credited to the investorâs account on time.

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (âthe rulesâ), all unpaid or dividends are required to be transferred by
the Company to the IEPF established by the Government of India, after the completion of seven years. Further,
according to the rules, the shares on which dividend has not been paid or claimed by the shareholders for seven
consecutive years or more shall also be transferred to the demat account of the IEPF authority. During the
Year2024-25,the Company hastransferredRs.77455/-unclaimed and unpaid dividends to the IEPF 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
(IEPF Rules), the Company has transferred 4811 equity shares of Rs. 1 each to IEPF. The said shares correspond
to the dividend which had remained unclaimed for a period of seven consecutive years from the financial year
2016-17. Subsequent to the transfer, the concerned shareholders can claim the said shares along with the
dividend(s) by making an application to IEPF Authority in accordance with the procedure available on
www.iepf.gov.in 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://www.iepf.gov.in/and can also check updated details of their shares on website of the Company and
Pursuant to the Rule 5(8) 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
Company as on date of last Annual General Meeting on the website of the Companywww.ommetals.com.
Further information related to IEPF and details of Nodal and deputy Nodal officer were disclosed in Corporate
Governance Report forming part of this Annual Report.

MEETINGS OF THE BOARD OF DIRECTORS

Four meetings of the Board of Directors were held during the year. For further details, please refer to the
Corporate Governance Report, which forms part of this report. The intervening gap between any two meetings
was within the period prescribed by the Act, Listing Regulations, and clause 1.1 of Secretarial Standard 1 issued
by The Institute of Company Secretaries of India i.e. 120 days.

BOARD COMMITTEES

Currently, the Board of the Company has five committees namely Audit Committee, Nomination and
Remuneration Committee, Stakeholdersâ Relationship Committee, Corporate Social Responsibility Committee
and Executive Committee. During the year, all recommendations made by the committees were approved by
the Board.

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

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received Declarations of Independence as stipulated under section 149(7) of the Companies
Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
from Independent Directors confirming that he/she is not disqualified from being appointed/re-appointed/
continue as an Independent Director as per the criteria laid down in section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV
to 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(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Gopi Raman Sharma is
exempted from undertaking the online proficiency self-assessment test conducted by IICA and Mrs. Saloni Kala
and Mr. Ramakanta Tripathy had cleared the online proficiency self-assessment test conducted by IICA.

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

In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any
circumstances or situation which exists or may be reasonably anticipated that could impair or impact their
ability to discharge their duties.

BOARD EVALUATION

In terms 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, information
and functioning etc. The objective of this evaluation process is constructive improvement in the effectiveness of
Board, maximise its strengths and tackle weaknesses, if there are any.

The performance of the committees was evaluated by the board after seeking inputs 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 (âNRCâ) reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director to the Board
and committee meetings 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, reviewed and evaluate 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 Committee.
Performance evaluation of independent directors was done by the entire Board, excluding the independent
director being evaluated.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of our Company, the
executive directors/ senior managerial employees make presentation to the Independent Directors about the
companyâs strategy, operations etc. 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 the performance of the company. Further, at the time of appointment of an Independent
director, the company issues a formal letter of appointment outlining his/ her role, function, duties and

responsibilities as a director. The format of the letter of appointment is available at our website
www.ommetals.com

The Policy of the familiarization programmeof Independent Directors is put up on the website of the Company
at the link:http://www.ommetals.com/#/financial-news

POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

The Company has in place a Nomination and Remuneration Committee in accordance with the requirements of
section 178(1) of the Companies Act, 2013 read with the rules made hereunder and Regulation 19 of the SEBI
(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 Directorâs appointment and remuneration including

recommendation of remuneration of the key managerial personnel and senior management personnel, and the
criteria for determining qualifications, positive attributes and independence of a Director. The Nomination and
Remuneration Policy of the Company, containing selection and remuneration criteria of Directors, senior
management personnel and performance evaluation of Directors/Board/Committees/Chairman, 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 to maintain the independence of
the Board and separate its functions of governance and management. The policy has been duly approved and
adopted by the Board, pursuant to the recommendations of the Nomination and Remuneration Committee of
the Board.

The Nomination and Remuneration policy is available on web link at

http://www.ommetals.com/2018/may/NOMINATION%20&%20REMUNERATION%20POLICY.pdf.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination &
Remuneration policy.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the
NRC hasformulated the criteria for determining qualifications, positive attributes and independence of
Directors, the key features of which are as follows:

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

â¢ Positive Attributes - Apart from the duties of Directors as prescribed in the 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.

â¢ Independence - A Director will be considered independent if he / she meets the criteria laid down in
Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) ofthe SEBI Listing
Regulations.

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

The Managing Director of the Company has not received any remuneration or commission from any ofthe
subsidiary companies.

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration
Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at
the General Meeting and such other 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.

Remuneration 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 its committees.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of Annual Accounts, the applicable accounting standards 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 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;

c) The Directors have taken proper and sufficient care for the maintenance of 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 irregularities;

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 systems were adequate and were operating effectively.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of Board of Directors and KMP of the Company during the year 2024-25 is as under:

S.No.	Name	Designation	Date of Re- Appointment/ change in Designation	Date of original appointment	Date and Mode of Cessation
1.	Shri Dharam Prakash Kothari	Chairman	01/05/2025	01/05/2017	â
2.	Shri Sunil Kothari	Vice Chairman	22/08/2022	22/08/2014	â
3.	Shri Vikas Kothari	Managing Director & CEO	28/03/2023	28/03/2015
4.	Shri Gopi Raman Sharma	Independent Director	10/03/2021	11/03/2016	â
6.	Smt. Saloni Kala	Independent Director	14/02/2025	14/02/2020	â

7.	Shri Vaibhav Jain	Independent Director	29/09/2020	02/09/2020	16.05.2024
8.	Shri Ramakanta Tripathy	Independent director	15/05/2024	26/02/2024
9.	Shri Sunil Kumar Jain	Chief Financial Officer	28/03/2015	20/04/2000	â
10.	Smt. Reena Jain	Company Secretary	^----	03/03/2008	^----

Mr. Vaibhav Jain, an independent director of the Company has been resigned w.e.f 16.05.2024 due to preÂ¬
occupation and other personnel commitments.

The Board pursuant to the recommendation of the NRC and report of their performance evaluation, reÂ¬
appointed Mr. Dharam Prakash Kothari as Chairman of the Company for a period of Three years from 1^st May,
2025 upto 30^th April, 2028 and Mrs. Saloni Kala as an Independent director for second term with effect from
February 14, 2025 to February 13, 2030 subject to the approval of the shareholders.

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

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, and
expertise and hold high standards of integrity for the purpose of Rule 8(5) (iii a) of the Companies (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.

AUDITORS

STATUTORY AUDITORS

M/s. Ravi Sharma & Co, Chartered Accountants, (Registration No.: 015143C) were appointed as Statutory
Auditors for a period of 5 continuous years from the conclusion of 49^th Annual General Meeting till the
conclusion of 54^th 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 (ICAI) and hold valid certificate issued by the Peer Review Board of ICAI.

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

The Auditorsâ Report for the Financial Year ended 31^st March, 2025 on the Financial Statements of the
Company is a part of this Annual Report.

Independent Auditorsâ 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 Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated
Financial Statements of the Company for the financial year ended 31st March, 2025. The Notes on the Financial
Statements referred to in the Audit Report are self-explanatory and therefore, do not call for any further
explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Brij Kishore Sharma,
Partner, M/s B K Sharma & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit
of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2025
is enclosed as Annexure VI to this Report. There are no qualifications, reservations or adverse remarks made by
the Secretarial Auditor in his report.

Pursuant to Section 204 of the Companies Act,2013 read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 read with Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations,2015 the Board of Directors at their meeting held on 30th May,2025 based on the
recommendation of the Audit Committee have appointed Mr. Brij Kishore Sharma, Partner, M/s B K Sharma &
Associates, a firm of Company Secretaries in Practice as the Secretarial Auditors of the Company for a term of 5
(five) consecutive years commencing from financial year 2025-26 till the financial year 2029-30 subject to the
approval of the shareholders of the Company at the ensuing 53rd AGM of the Company. The Company has also
received the consent from Mr. Brij Kishore Sharma to act as the Secretarial Auditors. A resolution seeking
approval of the shareholders is provided in the Notice of the ensuing AGM. In this regard, your Directors
recommend passing of Ordinary Resolution.

Secretarial Compliance Report

In accordance with Regulation 24(A) of the Listing Regulations, the Company has engaged the services of
Mr.Brij Kishore Sharma (CP No. 12636), Practicing Company Secretary and Secretarial Auditor of the Company
for providing this certification.

COST AUDITOR

The provisions of section 148(1) of the Companies Act, 2013 are applicable to the Company and accordingly the
Company has maintained cost accounts and records in respect of the applicable products for the year ended
March 31, 2025.

Pursuant to the provisions of section 148 of the Companies Act, 2013 and as per the Companies (Cost Records
and Audit) Rules, 2014 and amendments thereof, the Board, on the recommendation of the Audit Committee,
at its meeting held on 23^rd May, 2024 has approved the appointment of M. Goyal & Co., Cost Accountants, as
the Cost Auditors for the Company for the financial year ending 31^st March, 2025 at a remuneration of Rs.
30,000/- plus taxes and out of pocket expenses.

A proposal for ratification of remuneration of the Cost Auditor for FY 2025-26 is placed before the
Shareholders.

The Report of the Cost Auditors for the financial year ended 31^st March 2025 is under finalization and shall be
filed with the Ministry of Corporate Affairs within the 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 (12) of the Act any instance of fraud
committed against the Company by its officers or employees, the details of which would need to be mentioned
in the Boardâs report.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with
Rule 8(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 Annexure I to this
Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per Section 177(9) and (10) of the Companies Act, 2013, and as per regulation 22 of the Listing Regulations,
the Company has established Vigil Mechanism for directors and employees to report genuine concerns and
made provisions for direct access to the Chairperson of the Audit Committee and provide for adequate
safeguards against victimization of director(s) / employee(s) who avail of the mechanism. Company has
formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the
interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their
genuine concerns in relation to any illegal or unethical practice being carried out in the Company. The said
policy has been also put up on the website of the Company at the following
link:http://www.ommetals.com/2022/VIGIL%20MECHANISM.pdf

RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance
to enable the company to 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, Safety And Environment Risks, Political, Legal And Regulatory Risks,
fraud and cyber security and Other Operational Risks etc. The Board is also periodically informed of the
business risks and the actions taken to manage them. Pursuant to Section 134(3) (n) of the Act & under
Regulations 21 of the Listing Regulations, the Company had formulated a Risk Management Policy with the
following objectives:

â¢ Provide an overview of the principles of risk management

â¢ Explain approach adopted by the Company for risk management

â¢ Define the organizational structure for effective risk management

â¢ Develop a âriskâ culture that encourages all employees to identify risks and associated opportunities and to
respond to them with effective actions.

â¢ Identify access and manage existing and new risks in a planned and coordinated manner with minimum
disruption and cost, to protect and preserve Companyâs human, physical and financial assets.

Fundamentals of our risk management system

The company has in place a code of conduct and high safety standards in plant operation to protect its
employees and the environment. The company has instituted control bodies which verify important business
decisions. Organizational measures are undertaken 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 taken to avoid economic
and environmental damage. The company lays due emphasis on avoidance of risks that threaten the companyâs
continued existence.

Organizational responsibilities and tools

Regular risk analyses at the corporate level are conducted by OMILâs management and by various departmental
heads. Specific risks pertaining to operating divisions and units are continually registered, evaluated and
monitored centrally. The Board of Directors regularly receives reports on the risk situation of the Company.
The Policy is available on the weblinkhttp://www.ommetals.com/files/risk-management.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTSMADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013

The Company âOm Infra Limitedâ, being engaged in infrastructural business is exempted from the provisions of
Section 186 of the Companies Act, 2013 related to a loan made, guarantee given or security provided, however
particulars of Loans & guarantees given, investments 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 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

DEPOSITS

During the Year under review, your company has not 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 the Balance Sheet date.

RELATED PARTY TRANSACTIONS

The Related Party Transactions Policy has been uploaded on the Companyâs website
http://www.ommetals.com/2022/Policy%20on%20Related%20party%20transaction.pdf.

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

During the year under review, all related party transactions were in the ordinary course of business and at armâs
length and approval of the Audit Committee, Board of Directors & Shareholders was obtained wherever
required.

The Audit Committee has approved the related party transactions for the FY 2024-25 and the estimated related
party transactions for FY 2025-26. There were no related party transactions that have conflict with the interest
of the Company.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable
rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure V to this Annual Report.

There are no person(s) or entities forming part of the Promoter(s)/Promoter(s) Group which individually hold
10% or more shareholding in the Company except T C Kothari & Family Trust, which is holding 11.85%
shareholding in the Company.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed half yearly report on Related
Party Transactions with the Stock Exchanges, for the half year ended 30^th September, 2024 and March 31, 2025.
The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in
Standalone Financial Statements of the Company.

CORPORATE SOCIALRESPONSIBILITY

Medical and Health Care and education and welfare to under privileged which are in accordance with the
Schedule VII of the Act and CSR Policy of the Company.

The Companyâ CSR policy is available on web link at
http://www.ommetals.com/2022/CORPORATE%20SOCIAL%20RESPONSIBILITY.pdf.

During the year, the Company spent Rs. 85 Lakhs on CSR activities.

The brief outline of CSR Policy and Composition of CSR Committee are included in the annual report on CSR
activities, which is annexed herewith and marked as Annexure III. Other details regarding the Corporate Social
Responsibility Committee are provided in the Corporate Governance Report attached with the Annual Report.

ANNUAL RETURN

In accordance with section 134(3)(a) and section 92(3) of the Act, an

Annual Return as at 31 March 2025 in Form MGT 7 is posted on website of

the Company. Annual Return pursuant to applicable provisions of the Act is posted in
section of investors, corporate governance on the Companyâs website or
linkhttps://www.ommetals.com/#/agm

CORPORATE GOVERNANCE

The Company has been following principles of Good Corporate Governance Practices over the years. Your
Company 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 Sharma and Associates, Practicing Company Secretaries confirming compliance forms
part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations and
Disclosure) Regulations, 2015, the Management Discussion and Analysis is presented in a separate section
forming part of the Annual Report.

It provides details about the overall industry structure, global and domestic economic scenarios, developments
in business operations/ performance of the Companyâs various businesses viz., decorative business, international
operations, industrial and home improvement business, internal controls and their adequacy, risk management
systems and other material developments during the financial year 2024-25.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

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

ORGANISATIONAL CHART

BOARD OF DIRECTORS

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CHAIRMAN

Mr. Dharam
Prakash Kothari

VICE CHAIRMAN MANAGING

DIRECTOR&

Mr. Sunil Kothari CEO

Mr. Vikas Kothari

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Ex. DIRECTOR
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PROJECTS

Mr. Bharat Kothari
Mr. Bahubali Kothari

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POWER OF ATTORNEY HOLDERS

For the implementation and effective execution of the Projects and various Laws as applicable to the Company,
the Board of Directors entrusted the following HODâs with responsibility via Power of Attorney granted to

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S.No.	Name of HOD/ Authorized Person	Division/ Department/ Project
1.	Mr.Rakesh Kumar Tiwari	Human Resources
2.	Mr.Gautam Jain	Income Tax
3.	Mr.D.S. Rawat- SrManager Finance and Audit	TDS, &accounts /Audit
4.	Mr.V.K. Gupta - GM Finance	Goods and Service Tax/ EPCG /Custom duty
5.	Mr.Vijay Kumar Nama	Ujjain Project
6.	Mr. Sukhwinder Singh	Gujarat SSNL Project
7.	Mr. Padam Jain	Om Realty Division, Kota
8.	Mr. Bhawani Singh	Faridabad , Industrial land and sheds
9.	Mr. Keshav Gupta	Nokha /Khazuwala Rajasthan
10.	Mr. Umesh Rai	Up Jaljeevan Mission for SWSM
11.	Mr. Rahul Tripathi	Rwanda, Africa
12.	Mr.Sarvananan D	KundaT amilnadu
13.	Mr. J B Sarkar	Arun-3,Nepal
14.	Mr.Lalit/ Mr Koustubh	Sale Tax,Vat and GST , Commercial Tax purpose
15.	Mr.RajuLal Sharma	Amravati
16.	Mr. Sunil Srivastava	Shapurkhandi Punjab
17.	Mr. Ashok Upadhyaya	Isarda project

HUMAN RESOURCES MANAGEMENT

Our professionals are our most important assets. We are committed to hiring and retaining the best talent and
being among the industryâs leading employers. For this, we focus on promoting a collaborative, transparent and
participative organization culture, and rewarding merit and sustained high performance. Our human resource
management focuses on allowing our employees to develop their skills, grow in their career and navigate their
next.

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

The Company has always believed in providing a safe and harassment free workplace for every individual
working in its premises through various interventions and practices. The Company always endeavours to create
and provide an environment that is free from discrimination and harassment including sexual harassment.

In Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal)
Act, 2013, your Company has constituted an âInternal Complaints Committeeâ (âCommitteeâ). No complaint has
been received during the Year ended 31st March, 2025 in this regard.

The Company has in place a Policy for Prevention of Sexual Harassment at Workplace as per requirement of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal
Complaint Committee has been set up to redress the complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is the
Summary of Sexual Harassment complaints received during the year ended 31st March, 2025 in this regard.

(a) Number of complaints pending at the beginning of the year: NIL

(b) Number of complaints received during the year: NIL

(d) Number of cases pending for more an 90 days : NIL

COMPLIANCE WITH MATERNITY BENEFIT ACT: The Company has complied with all the applicable
provisions of the Maternity Benefit Act, 1961, and the rules framed thereunder.

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
integral part of business. We have taken several conscious efforts to inculcate a safer environment within place
of work. There is a strong focus on safety with adequate thrust on employeesâ safety.

The Company has been achieving continuous improvement in safety performance through a combination of
systems and processes as well as co-operation and support of all employees.

LISTING

The Equity Shares of the Company continue to remain listed with the National Stock Exchange of India Ltd
(NSE) and BSE Limited (BSE). The Companyâs Symbol at NSE is OMINFRAL and the Scrip Code of the
Company at BSE is 531092. The listing fees of the exchanges for the financial year 2025-26 have been paid.

CREDIT RATING

The has obtained the credit rating from CARE Rating, during the year, CARE Ratings Limited (CARE Ratings)
has revised its rating from CARE BBB- to CARE BBB
CARE credit ratings as below:

Long term Bank Facilities

CARE BBB; Stable (Triple B ; Outlook: Stable)

Long term/Short term Bank
Facilities

CARE BBB; Stable/ CARE A3 (Triple B; Outlook: Stable/ A

Three)

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

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 the
Companyâs policies, the safeguarding of assets, the prevention and detection of Fraud and errors, the accuracy
and completeness of accounting Records and timely preparation of reliable financial information.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal
audit function.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Regulation 34(2) of the Listing Regulations provides that the Annual Report of the Top 1000 listed entities
based on market capitalization (calculated as on March 31 of every financial year), shall include a Business
Responsibility and Sustainability Report ("BRSR"). Since your Company, does not feature in the Top 1000 listed
entities as per market capitalization, the Business Responsibility and sustainability Report for the financial year
2024-25 does not form a part of the Annual Report.

BOARD DIVERSITY

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 that will help us retain our
competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity. The
Policy available on web link at http://www.ommetals.com/2018/mav/BOARD%20DIVERSITY%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 laws and regulations, pays applicable taxes on time, ensures statutory
CSR spend and initiates sustainable activities.

IBC

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016
(IBC).

DETAILS REGARDING VALUATION REPORT

During the year under review, your Company has not entered into any One-Time Settlement with Banks or
Financial Institutions and therefore, disclosure regarding the details of difference between amount of
thevaluation 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

may arise due to uncertain tax positions and legal matters. Based on the nature of matters, the management
applies significant judgment when considering evaluation of risk, including how much to provide for the
potential exposure of each of the matters. These estimates could change substantially over time as 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the regulators/courts/tribunals 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 Act, Listing Regulations or any other laws and rules applicable are either NIL
or NOT APPLICABLE to the Company.

ACKNOWLEDGEMENTS

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 all 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

DharamPrakash Kothari Vikas Kothari

(Chairman) (Managing Director& CEO)

DIN:00035298 DIN: 00223868

Date: 30th May, 2025
Place: Delhi

Mar 31, 2024

Your Directors have pleasure in presenting 52^ndAnnual Report of your Company together with the Audited Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs. In Lacs)

Particulars	STANDALONE		CONSOLIDATED
	For the year ended March 31,		For the year ended March 31,
	2024	2023	2024	2023
Revenue from operations	105978.81	71976.41	111382.42	79920.790
Other Income	3209.66	2899.65	3916.25	2979.630
Total income	109188.47	74876.06	115298.67	82900.420
Expenses
a) Cost of material consumed	40730.85	28672.98	41435.53	30143.320
b) Purchases of stock in trade	186.97	108.50	186.97	108.500
c) Change in inventories of finished goods, work in progress and stock in trade	2899.28	4813.51	8311.62	12086.150
d) Employee benefit expenses	3372.30	2763.39	2483.23	2973.620
e) Other expenses	3695.14	33287.10	50033.40	30854.540
Total Expenses	96808.34	66298.81	102450.75	76166.13
Profit before Depreciation, Finance Cost, exceptional items and tax Expenses	12380.13	857725	12847.92	6734.29
Depreciation and amortization expenses	659.75	717.840	663.77	722.310
Profit before , Finance	11720.38	7859.41	12184.15	6011.98

Cost, exceptional items and tax Expenses
Finance cost	2375.64	2628.840	3614.91	2782.080
Profit before exceptional items and tax Expenses	9344.74	5230.57	8569.24	3229.90
Exceptional Items	0	0	0	0
Total profit before Tax	9344.74	5230.57	8569.24	3229.90
Current Tax	1614.66	510.620	1677.66	503.450
Deferred Tax	2012.89	1365.700	2181.74	1426.240
Total Tax expenses	3627.55	1876.320	3859.40	1929.690
Profit/Loss for the year	5717.19	3354.250	4709.84	1300.210
Profit/ (Loss) from the discontinuing operation	0	0	0	0
Share of Profit/ (Loss from Associates and Joint Venture			16.73	-12.910
Profit/Loss for the year	5717.19	3354.250	4726.57	1287.300
Total other comprehensive income	(165.67)	(225.550)	(165.67)	(225.550)
Total comprehensive income for the period	5551.52	3128.700	4560.90	1061.750
Earning per equity share
Basic earnings (Loss) per share from continuing and discontinued operations	5.76	3.25	4.74	1.10
Diluted earnings (Loss) per share from continuing and discontinued operations	5.76	3.25	4.74	1.10

Note: Previous yearâs figures have been regrouped / reclassified wherever necessary.

FINANCIAL PERFORMANCE AND THE STATE OF COMPANYâS 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 your Company to evaluate various opportunities in the different business verticals in which your Company operates. Your Company currently has several projects under implementation and continues to explore newer opportunities, both domestic and international. Your Board of Directorsâ considers this to be in strategic interest of the Company and believe that this will greatly enhance the long-term shareholdersâ value.

The financial year 2023-24 has been a year of robust growth and strategic milestones. Despite facing some election related slow down in some states , the Company has demonstrated resilience and agility, resulting in strong financial performance.

Consolidated

Highest Ever Quarterly and Yearly Revenue

The Company has reported consolidated revenue from operations Rs. 111382.42 lakhs as against Rs. 79920.79 Lakhs in the previous year and Profit before Tax (PBT) of Rs. 8569 Lakhs as against Rs. 3229.90 Lakhs in the previous year.

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. 105978.81 Lakhs as against Rs. 71976.40 Lakhs in the previous year and a Profit before Tax (PBT) of Rs.9344.74 Lakhs as against Rs. 5230.57 Lakhs in the previous year.

DIVISIONAL ANALYSIS Engineering Division

The Turnover of this division in this year is Rs. 103573.07 lakhs and Profit(PBT) is Rs. 12317.04 lakhs as against Turnover of Rs. 67975.60 lakhs &profit(PBT) is Rs.6533.34 lakhs in the last year.

commissioning and operations & maintenance. Company has successfully executed more than 60 Civil and Hydro-mechanical contracts for Hydro-power & Irrigation projects across the country and abroad over the last 5 decades.

Currently working on 11 construction projects with total outstanding unexecuted contract value of Rs. 2235 crores (OMIL Share). These projects are across multiple states (Gujarat, Uttar Pradesh, Madhya Pradesh, Maharashtra, Tamil Nadu, Arunachal Pradesh, Punjab and Rajasthan) and two international locations (one in Africa and other in Nepal). Companyâs largest value contracts - Isarda Dam project (Rs 550 Crore pre GST) has gathered good pace; Shahpurkhandi Punjab (Rs.552.04 Cr) also progressing very well. Jal Jeevan Mission projects in Rajasthan and Uttar Pradesh which earlier enhanced order book of company handsomely and are progressing well . Revenue booking at other Hydro Mechanical contracts, Arun-3 (Nepal) and Irrigation project at Amravati (Maharashtra), Chitakurdi taking pace in a smooth way. Africa Irrigation projects are on the verge of end.

Execution of Jal Jeevan Mission (JJM) projects (in UP and Rajasthan, bagged in Q4FY22) progressing at a good pace. These projects typically earn an EBITDA Margin in the range of 12-15% over the life of the project as against 18-20% margin earned by Hydro & Other Water Projects.

Resulting in final settlement on NEEPCO Arbitration, under the guidelines of Ministry of Power and settlement of arbitration award in Vaad se Viswas scheme with NTPC helped expeditious release of our claims and Bank Guarantees.

Orders received during the Year: NIL Real Estate Division

The Company is also engaged in Development of Real Estate projects. One Real Estate project are under final stage of handover in Kota and other one in Jaipur named âPallaciaâ hand over with sellable area of over a Million sqft and one is in planning stage at Mumbai with the total expected saleable/serviceable area over 2.5 lakh sqft (Omâs share). Cconsidering that the reality market to do considerably well, the Company is all set to sale the unsold inventory and achieve overall Rs> 5 billion revenue and 2.5-3 billion unrealized cash inflow from both the projects.

However, since as per IND AS 115, income /Revenue is booked on having sale deed execution , but regular maintenance and value addition costs are recognized regularly, the operating margins in Real Estate appear to be consistent on quarterly basis. The operating profit generally is higher in a period when revenue is recognized.

Bandra, Mumbai (MHADA) -Slum Rehabilitation and Residential Development Project

1. Om Infra (35%stake) along with a Consortium was allocated FSI on a plot of land for redevelopment (SRA) by MHADA in the year 2006 for Rs 106 Cr.

2. The FSI allotted allowed for development of ~200,000 sq.ft, which is under the revised CRZ Regulations, was increased in around year 2017 and accordingly the saleable area increased to more than ~2million sq.ft, subject to approval of design and drawings.

3. Since this wasalargeproject,wetiedupwithDBRealty,postwhichourstakereducedto17.5%

4. Due to various reasons, the consortium appealed to the arbitration against MHADA, and the matter is finally heard, and award is received with FSI enhancement subject to premium payable at applicable rates. The consortium has further appealed for the arbitration award for certain revision.

5. It is anticipated that post the outcome of the matter, ~1.7 Mn. sq. ft. may be available for building having an estimated handsome realizable value of the Companyâsshare as per current market rates subject to sharing ratio determined with reputed builder/developer

The Turnover of this division this year is Rs. 2379.28 Lakhs and Loss is Rs.201.10Lakhs against Turnover of 3504.96 Lakhs & Profit before Tax (PBT) was Rs.1525.03 lakhs in the last year.

There is a potential realizable value of Land Bank/ developable/under development area in Company/subsidiary/Joint Venture.

Execution road map for Real Estate Projects and Revenue Recognition

Project	Location	Partner	Project Type	# of Units	Project Area Sq.ft. (Approx) (OMIL Share)
Meadows	Kota	-	Housing	338	4,45,972
Pallacia	Jaipur	-	Housing	152	6,46,150
Bandra Reclamation Mhada	Mumbai	DB Realty & Others	Housing	-	2,50,000appx
Total					13,42,122

Real Estate Project	Sold in sq.ft.	Unsold in	Total	Consideration	Total expected
		sq.ft.	realisabl e value of revenue (Rs Cr)	of sold units (Rs Cr)	revenue realizable for unsold units (Rs Cr)
Om Meadows	2,53,442 (197 Units)	1,00,372 (141 Units)	110	77	56
Palacia	3,49,800 (74 units)	2,96,350 (78 Units)	600	308	417
Bandra Reclamation -Mhada	NA	2,50,000	Under planning stage	NA	Under planning stage
Total			710	385	473

Note: Bandra MHADA Project - tentative as per finalization of drawing plan and FSI approval and subject to market conditions and revenue is purely estimated

The revenue projects are subjected to growth in real estate markets and sale of units and FSI approval (at decided rate and time)

Key Land Bank

Location	Sq. Mtrs.	Kev Location Advantage


VKIA Jaipur	4,000	In Industrial Area at Prime Location- total,(land
		portion sub divided in smaller lots and sale of some plots executed)
Kota (Institutional/commercial Land)	40,000	In the centre of Kota City
Jaipur	3,800	In the prime commercial location of Jaipur City
TOTAL	55.800

In the MHADA project, company is exploring the construction of commercial/Hotel spaces and in talks with Architects /Govt. agencies and other prominent developers for construction post FSI approval and Design and drawing approval.

Other Infrastructure Division

Other Infrastructure division of the Company includes revenue from packaging and rental income.

Packaging

The Company had entered into this venture for manufacturing of Closure for water PET bottles and Carbonated Soft Drinks (CSD) 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 Other division this year is Rs. 26.46 lakhs as against Rs. 495.85 Lakhs of previous year and reported loss (PBT)of Rs. 395.56 Lakhs as against Rs. 198.96 Lakhs of previous year

Silos: Company received Project from Food Corporation of India (FCI) for construction and development of 4 Silos and for the same the Company has formed 4 SPVs .

Company holds 99 % in two projects and dilutes its majority stake in other two projects.

In Gujarat and Bihar Silo projects -Due to project cost rise and land issues, the project in Gujarat /Bihar got terminated and mediation process and arbitration invoked for compensation. Land bought is available with the Company and is free of any encumbrance.

Major portion of the land in Gujarat has been sold; Exploring buyer for land in Bihar.

Summary of Strong Cashflows Expected over the Next 2-5 years


A)Real Estate- Current Projects	Rs 371 Cr	Estimated Timeline

Â¦ Pallacia, Jaipur Â¦ OmGreen Meadows, Kota	Rs327Cr 2 to 3 years Rs44 Cr
B) Real Estate-Landbank	As per development plan and sharing ratio
Â¦ Bandra, Mumbai (MHADA)	4 to 5 years

C) A rb it rat io n A wa rd s	Rs 587 Cr k. j
C) A rb it rat io n A wa rd s	Rs 587 Cr k. j

¹ Bhilwara Jaipur Toll Road	Rs587Cr Subjectto winning in litigation process

Total Estimated Cashflow (A C)	Rs 958 Cr
Note: Revenue projections are subjected togrowth in Real Estate Markets and sale of units and fsi approval (at decided rate and time), value addition work in projects is goir^ on.

FUTURE OUTLOOK

Your Company sees good prospects in the domestic economy with the thrust on infrastructure development. The Company has invested in building up the capacities over the years and has also mapped the emerging opportunities with the internal capabilities. Increase in the pace of implementation of various initiatives by the government and revival of the investment cycle would be conducive for achieving the growth aspirations of the Company. Governmentâs need of revival in capex cycle and infrastructure development would remain conducive for achieving the growth aspirations of the Company with reduced EMD and PBG in tender and contracts. Acceptability of Insurance bond in place of Bank Guarantee will open up great unblocking of capital, savings in working capital and security margins.

new additions of 10,814 MW of conventional hydro and 2,700 MW of pumped storage projects (PSPs) by 2027, with further expansions planned for 2027-32. However, to meet these goals, challenges like water rights, environmental issues, contractor reliability, resettlement concerns need to be addressed, as these often cause delays and cost overruns.

The road ahead planned for your company includes:

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

> Complete hand over of existing 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 and FGD projects in Thermal Plants.

> Tap Indiaâs 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.

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

> FY25 seems and likely to be much better under probable NDA lead Modi 3.0 Government for next 5 years as compared to FY24 in terms of execution of projects at both domestic and international sites leading to higher revenue recognition and FY25 is expected to witness handsome growth.

Growth Opportunity -

India''s civil engineering sector, particularly in the construction of dams and related infrastructure, offers substantial growth opportunities due to the country''s ongoing development needs, population growth, and government initiatives.

1. Government Initiatives and Funding

â¢ National Infrastructure Pipeline (NIP): The Indian governmentâs NIP outlines extensive infrastructure development plans, including numerous water resource projects.

â¢ Jal Shakti Abhiyan: This initiative focuses on water conservation and management, driving demand for new dam projects and the rehabilitation of existing ones.

â¢ Pradhan Mantri Krishi Sinchai Yojana (PMKSY): This program aims to expand irrigated areas and improve water use efficiency, leading to the construction of new dams and canals.

2. Public-Private Partnerships (PPP)

â¢ Investment opportunities: PPP models offer opportunities for private companies to invest in large-scale dam projects with government support.

â¢ Risk sharing: These partnerships help in sharing the financial and operational risks associated with large infrastructure projects.

3. Technological Advancements

â¢ Smart dam technologies: Implementing IoT and sensor-based monitoring systems for real-time data on water levels, structural integrity, and environmental conditions.

â¢ Construction automation: Using advanced machinery and robotics to enhance construction efficiency and safety.

4. Sustainable Practices

â¢ Green construction: Using eco-friendly materials and techniques to minimize environmental impact.

â¢ Renewable energy integration: Building multi-purpose dams that incorporate hydropower generation and support renewable energy goals.

5. Capacity Building and Skill Development

â¢ Training programs: Investing in training and skill development for engineers and construction workers to meet the technical demands of modern dam construction.

â¢ Research and development: Collaborating with academic institutions for R&D to innovate and improve construction techniques and materials.

6. Expansion into New Markets

â¢ Regional projects: Engaging in regional dam construction projects across different states, each with unique water management needs.

â¢ International collaborations: Partnering with international firms to leverage advanced technologies and expertise in dam construction.

7. Rehabilitation and Modernization

â¢ Upgrading old dams: Many of India''s existing dams are aging and require rehabilitation to meet current safety and operational standards.

â¢ Infrastructure renewal: Modernizing infrastructure to enhance capacity, safety, and efficiency.

8. Environmental and Social Impact

â¢ Community engagement: Ensuring local community involvement and addressing social and environmental concerns through responsible project planning.

â¢ Environmental assessments: Conducting thorough environmental impact assessments to mitigate adverse effects on local ecosystems.

9. Policy and Regulatory Support

â¢ Regulatory frameworks: Navigating and influencing regulatory frameworks that support dam construction and water management projects.

â¢ Compliance and standards: Ensuring compliance with national and international safety and environmental standards.

10. Economic Growth and Urbanization

â¢ Urban water supply: Addressing the water supply needs of rapidly urbanizing areas by constructing new dams and reservoirs.

â¢ Industrial growth: Supporting industrial development by ensuring reliable water sources through dam construction.

CHANGES IN NATURE OF BUSINESS, IF ANY

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

INFORMATION ABOUT SUBSIDIARIES/JV/ASSOCIATE 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(3) of the Act, a statement containing salient features of the financial statements of the Companyâs subsidiaries in Form AOC-1 is attached to the financial statements of the Company as Annexure II.

In accordance with 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 days except Saturdays, Sundays and public holidays upto 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 this report have been uploaded on the website of the Company at www.ommetals.com.

The policy on determining material subsidiaries may be accessed on the website of the Company at http://www.ommetals.com/#/policies. M/s Om Metals Consortium Private Limited is material subsidiary of the Company. Secretarial Audit Report of M/s Om Metals Consortium Private Limited is annexed as Annexure VII to the Boardâs Report forming part of this Annual Report.

Companies which became / r.pased to be Companyâs Subsidiaries. Joint Ventures or Associate Companies:

â¢ Companies which have become subsidiaries, Joint Ventures or Associate Companies during the financial year 2023-24:

None

â¢ Companies which has ceased to be the Subsidiaries/Step Subsidiary, Joint Ventures or Associate Companies during the financial year 2023-24:

None

Apart from this, your Company funded its subsidiaries/JVâs, from time to time, as per 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 OMIL are as below:

land and development cost is appx Rs 4 bn. The company expects to generate Rs 6.0 bn of total Revenue from this project. More than 60% inventory 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 also received.

HIGH TERRACE REALTY PRIVATE LIMITED! FORMALLY KNOWN AS OM METALS REAL ESTATE PRIVATE LIMITED)- This wholly owned Subsidiary Company formerly known as Om Metals Real Estate Private Limited is holding stakes in different SPVâs and different subsidiaries . Majority of the inventory held by the SPVâs has been sold and SPV have refunded back the sum advanced by High Terrace Realty Private Limited and consequently High Terrace Realty Private Limited refunded the entire sum advanced by Om Infra Limited. The step subsidiary and associates of High terrace realty have net worth and reserves and surplus.

WORSHIP INFRAPROJECTS PRIVATE LIMITED (earlier known as OM METALS SPML INFRAPROJECTS PVT LTD)- This wholly owned Subsidiary Company. The Company had completed a 457 Cr Kalisindh Dam project in this SPV earned qualification of dam construction. This company was made wholly owned subsidiary of Om Infra limited in previous years and this company in JV with Om Infra Limited has secured a work contract of Isarda dam in Rajasthan worth Rs550cr and the progress of the project is going on and is good and appx 70% work has been completed.

SANMATI INFRADEVELOPERS PRIVATE LIMITED - In this SPV, the company has divested its 25% stake. Now this is no longer associate Company.

BHILWARA JAIPUR TOLL ROAD PRIVATE LIMITED- This has become 51% of subsidiary of Om Infra Limited. Om Infra has done the development of the 212 km road project in Jaipur- Bhilwara Stretch on BOT basis and COD achieved in December, 2014. Om Infra has executed 100% of EPC work for a total project cost of Rs. 410 Cr. After the COD of the project all 4 toll plazas are operational and generating revenue. Private vehicles were made toll free w.e.f 1.4.2018 by state government and we have terminated the concession agreement for breach of contract by government and submitted our claims of Rs 578 cr.

> Regular arbitration proceedings as per Arbitration act is complete and the arbitrator gave final award in jan 2023 for Rs.587 cr (other than debt due )which has been challenged by PWD in commercial court and commercial court dismissed the appeal of PWD and against this PWD has preferred an appeal in Rajasthan High 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 clause in concession agreement but PWDâs appeal in High court is pending for hearing. We are awaiting positive development soon.

GURHA THERMAL POWER COMPANY LIMITEDâ This company as a 50% JV of Om Infra has a lignite based thermal project in Rajasthan. Due to abnormal delay at the end of Government, we have intimated our stand of terminating the project from our side. Our compensation and claim is approved in APTEL and we are awaiting positive developments from Discomâs soon in terms of APTEL order.

GUJRAT WAREHOUSING PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI. The major portion of land acquisition is complete and due to some hurdle in total acquisition of land we preferred the termination of the concession agreement with FCI. The majority of land available with us has already been sold.

BIHAR LOGISTIC PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI. The major portion of land acquisition is complete and due to some hurdle in total acquisition of land we preferred the termination of the concession agreement with FCI. The land available with us has been put for disposal and we are awaiting the land deal to happen soon .

CHAHEL INFRASTRUCTURES LIMITED - The Company has divested its 94.64 % stake from this Company. PARTNERSHIPS /JV''s:

OM METALS CONSORTIUM (Partnership firm) â This prestigious partnership firm for development of SRA project in Bandra Reclamation facing Bandra- Worli Sea Link has completed the construction of the temporary transit camp.

A redevelopment project of partners MAHADA in partnership under Om Metals Consortium (OMC) where OMIL holds 17.5 % stake. Other developmental in the consortium are DB Realty Group, SPML Infra, Morya Housing, and Mahima developers. This multi-storied residential project is spread across 6 acres and entitled to FSI which translate into approx ~1.7mn sq. ft. (subjected to all Govt. clearances ).A premium of additional FSI available shall be paid by OMC.

OMC has done a JV with DB realty for this project where DB realty or any reputed builder would be incurring 100% cost for the development and transfer free salable area to OMC as mutually agreed in development /collaboration agreement.

OM METALS âJSC JV â This JV has been executing Kameng HEP for NEEPCO and the project is completed .A settlement agreement for delay in project at Govt end was executed and in terms of that we have received claim and withheld amount.

OM RAY CONSTRUCTION JV â This SPV is executing EPC of one project in Karnataka.

SPMLâOM METALS JV- This JV has been executing project for development of smart infrastructure (knowledge city) in Vikram Udyogpuri at Ujjain. The contract is completed and O & M is going on .

WEST BENGAL LOGISTIC PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI. We have got approval from FCI to dilute our majority stake in this company. The other JV partner is fully looking into this project.

UTTAR PRADESH LOGISTIC PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI. We have got approval from FCI to dilute our majority stake in this Company. The other JV partner is fully looking into this project.

OMIL WIPL JV, ISARDA- This JV has been developing project for the Construction of Isarda Dam across Banas River in Tonk District and Om infra Ltd is executing the contract on sub contract basis on arms length pricing.

OMIL JV : The water resource department ,Punjab has allotted a work contract of Rs.554 cr. in this JV where Om infra has a majority stake and this JV has sub contracted the work to Om infra Ltd on arms length basis .

OMIL JWIL VKMCPL JV â This JV has been allotted the contract at Madhya Pradesh and Om infra has majority stake and the JVpartner is developing the project and is responsible for executing the project on arms length basis.

Om Metal SPML JV (Ghana) â This JV has been executing the project in Africa, Ghana and the project is completed.

Om Metal SPML Joint venture (Rwanda) â This JV has been executing the project in Africa, Rwanda and the project is in advanced stage of completion. Om Infra is taking the lead in execution of the project.

HCC OMIL JV and BRCCPL-OMIL-DARA-JV- In both these Jv âs Jaljeevan mission project has been secured from PHED Rajasthan and Om infra is developing both the projects.

OMIL-VKMCPL JV (Pench-II) -The other Jv partner is executing the project in MP and the profits generated in this JV 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 (Wholly owned subsidiary of the Company):

ULTRAWAVE PROJECTS PRIVATE LIMITED â This Company formerly known as Om Metals Infotech Pvt. Ltd has industrial land in Jaipur and the major part of land have been sold.

MEGA EQUITAS PRIVATE LIMITED - This Company formerly known as Om Metals Developers Private Limited entered into a JV with Mahindra Life space for a residential project in Hyderabad which is fully sold out.

The Board of Directors of the Company has adopted the policy for the material subsidiaries, which is available on the website of the company at the following link: http://www.ommetals.com/files/material-subsidiaries.pdf

DIVIDEND

Keeping the continuous track record of rewarding its shareholders and based on Companyâs performance, the Board of Director of your Company is pleased to recommend a dividend of Rs 0.50 per Equity share of the Face Value of Rs. 1 each (@ 50%), for the approval of the shareholders at the ensuing Annual General Meeting (''AGM'') of the Company and whose names appears in the register of Members as on the Book Closure/ Record Date.As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates.

The total outflow, on account of equity dividend, will be 481.52 Lakhs via-a-via Rs. 481.52 Lakhs for the financial year 2022-23.

The Register of Members and Share Transfer Books of the Company will remain closed from 21.09.2024 to 27.09.2024 (both days inclusive) for the purpose of payment of dividend for the financial year ended March 31, 2024.

AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES

The Board of Directors of your Company does not propose to transfer any amount to the general reserves of the Company for the financial year ended on March 31, 2024.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2024 was Rs.9.63 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted Employee Stock Options or Sweat Equity Shares.

DEPOSITORY SYSTEM

As the members are aware, the Companyâs shares are compulsorily tradable in electronic form. As on 31st March 2024, 99.96% of the Companyâs total paid up capital representing 9,62,65,809 shares are in dematerialized form.

Pursuant to amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with effect from January 24, 2022, requests for effecting transfer of securities in physical form, shall not 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 certificates/folios need to be processed only in dematerialized form. In such cases the Company will issue a letter of confirmation, which needs to be submitted to Depository Participant(s) to get credit of the securities in dematerialized form.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013(hereinafter referred to as âthe Actâ), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2023-24, together with the Auditorsâ Report form part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS. IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORSâ 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 Directorsâ Report affecting the financial position of the Company, other than those disclosed in this report.

Mr. Vaibhav Jain, an independent director Resigned with effect from close of business hours on 15 ^th May, 2024

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has been regularly sending communications to members whose dividends are unclaimed requesting them to provide/update bank details with Registrar and Transfer Agents (RTA)/Company, so that dividends paid by the Company are credited to the investorâs account on time.

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe rulesâ), all unpaid or dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF authority. During the Year 2023-24, the Company has transferred Rs. 158034/- unclaimed and unpaid dividends to the IEPF 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 (IEPF Rules), the Company has transferred 3753 equity shares of Rs. 1 each to IEPF. The said shares correspond to the dividend which had remained unclaimed for a period of seven consecutive years from the financial year 2015-16. Subsequent to the transfer, the concerned shareholders can claim the said shares along with the dividend(s) by making an application to IEPF Authority in accordance with the procedure available on www.iepf.gov.in 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://www.iepf.gov.in/and can also check updated details of their shares on website of the Company and Pursuant to the Rule 5(8) 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 Company as on date of last Annual General Meeting on the website of the Company www.ommetals.com. Further information related to IEPF and details 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 the year. For further details, please refer to the Corporate Governance Report, which forms part of this report. The intervening gap between any two meetings was within the period prescribed by the Act, Listing Regulations, and clause 1.1 of Secretarial Standard 1 issued by The Institute of Company Secretaries of India i.e. 120 days.

BOARD COMMITTEES

Currently, the Board of the Company has five committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholdersâ Relationship Committee, Corporate Social Responsibility Committee and Executive Committee. During the year, all recommendations made by the committees were approved by the Board.

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

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received Declarations of Independence as stipulated under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors confirming that he/she is not disqualified from being appointed/re-appointed/ continue as an Independent Director as per the criteria laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to 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(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Gopi Raman Sharma is exempted from undertaking the online proficiency self-assessment test conducted by IICA and Mrs. Saloni Kala and Mr. Ramakanta Tripathy had cleared the online proficiency self-assessment test conducted by IICA.

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

In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

BOARD EVALUATION

In terms 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, information and functioning etc.The objective of this evaluation process is constructive improvement in the effectiveness of Board, maximise its strengths and tackle weaknesses, if there are any.

The performance of the committees was evaluated by the board after seeking inputs 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 (âNRCâ) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings 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, reviewed and evaluate 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 Committee. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of our Company, the executive directors/ senior managerial employees make presentation to the Independent Directors about the companyâs strategy, operations etc. 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 the performance of the company. Further, at the time of appointment of an Independent director, the company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The format of the letter of appointment is available at our website www.ommetals.com

The Policy of the familiarization programmeof Independent Directors is put up on the website of the Company at the link:http://www.ommetals.com/#/financial-news

POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

The Company has in place a Nomination and Remuneration Committee in accordance with the requirements of section 178(1) of the Companies Act, 2013 read with the rules made hereunder and Regulation 19 of the SEBI (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 Directorâs appointment and remuneration including recommendation of remuneration of the key managerial personnel and senior management personnel, and the criteria for determining qualifications, positive attributes and independence of a Director. The Nomination and Remuneration Policy of the Company, containing selection and remuneration criteria of Directors, senior management personnel and performance evaluation of Directors/Board/Committees/Chairman, 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 to maintain the independence of the Board and separate its functions of governance and management. The policy has been duly approved and adopted by the Board, pursuant to the recommendations of the Nomination and Remuneration Committee of the Board.

The Nomination and Remuneration policy is available on weblink at http://www.ommetals.com/2018/may/NOMINATION%20&%20REMUNERATION%20POLICY.pdf.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination & Remuneration policy.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

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

â¢ Positive Attributes - Apart from the duties of Directors as prescribed in the 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.

â¢ Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed there under and Regulation 16(1)(b) ofthe SEBI Listing Regulations.

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

The Managing Director of the Company has not received any remuneration or commission from any of the subsidiary companies.

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other 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.

Remuneration 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 its committees.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of Annual Accounts, the applicable accounting standards 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 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;

c) The Directors have taken proper and sufficient care for the maintenance of 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 irregularities;

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 systems were adequate and were operating effectively.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of Board of Directors and KMP of the Company during the year 2023-24 is as under:

S.No.	Name	Designation	Date of Re-Appointment/ change in Designation	Date of original appointment	Date and Mode of Cessation
1.	Shri Dharam Prakash Kothari	Chairman	01/05/2022	01/05/2017	â
2.	Shri Sunil Kothari	Vice Chairman	22/08/2022	22/08/2014	----
3.	Shri Vikas Kothari	Managing Director & CEO	28/03/2023	28/03/2015
4.	Shri Gopi Raman Sharma	Independent Director	10/03/2021	11/03/2016	----
6.	Smt. Saloni Kala	Independent Director	29/09/2020	14/02/2020	----
7.	Shri Vaibhav Jain	Independent Director	29/09/2020	02/09/2020	----
8.	Shri Ramakanta Tripathy	Independent director	15/05/2024	26/02/2024
9.	Shri Sunil Kumar Jain	Chief Financial Officer	28/03/2015	20/04/2000
10.	Smt. Reena Jain	Company Secretary	----	03/03/2008	----

Mr. Vaibhav Jain, an independent director of the Company has been resigned w.e.f 16.05.2024 due to preoccupation and other personnel commitments.

The Board pursuant to the recommendation of the NRC and report of their performance evaluation, reappointed Mr. Dharam Prakash Kothari as Chairman of the Company for a period of Three years from 1^st May, 2025 upto 30^th April, 2028 and Mrs. Saloni Kala as an Independent director for second term with effect from February 14, 2025 to February 13, 2030 subject to the approval of the shareholders.

Mr. Dharma Prakash Kothari, retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for re-appointment.

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, and expertise and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (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.

AUDITORS

STATUTORY AUDITORS

M/s. Ravi Sharma & Co, Chartered Accountants, (Registration No.: 015143C) were appointed as Statutory Auditors for a period of 5 continuous years from the conclusion of 49^th Annual General Meeting till the conclusion of 54^th 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 (ICAI) and hold valid certificate issued by the Peer Review Board of ICAI.

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

The Auditorsâ Report for the Financial Year ended 31^st March, 2024 on the Financial Statements of the Company is a part of this Annual Report.

Independent Auditorsâ 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 Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2024. The Notes on the Financial Statements referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,the Company has appointed Mr. Brij Kishore Sharma, Partner, M/s B K Sharma & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2024 is enclosed as Annexure VI to this Report. There are no qualifications, reservations 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(CP No. 12636), Practicing Company Secretary and Secretarial Auditor of the Company for providing this certification

COST AUDITOR

The provisions of section 148(1) of the Companies Act, 2013 are applicable to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2024.

Pursuant to the provisions of section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board, on the recommendation of the Audit Committee, at its meeting held on 23^rd May, 2024 has approved the appointment of M. Goyal & Co., Cost Accountants, as the Cost Auditors for the Company for the financial year ending 31^st March, 2024 at a remuneration of Rs. 30,000/- plus taxes and out of pocket expenses.

A proposal for ratification of remuneration of the Cost Auditor for FY 2024-25 is placed before the Shareholders.

The Report of the Cost Auditors for the financial year ended 31^st March 2024 is under finalization and shall be filed with the Ministry of Corporate Affairs within the 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 (12) of the Act any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boardâs report.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(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 Annexure I to this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per Section 177(9) and (10) of the Companies Act, 2013, and as per regulation 22 of the Listing Regulations, the Company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the Chairperson of the Audit Committee and provide for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company. The said policy has been also put up on the website of the Company at the following link:http://www.ommetals.com/2022/VIGIL%20MECHANISM.pdf

RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to 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, Safety And Environment Risks, Political, Legal And Regulatory Risks, fraud and cyber security and Other Operational Risks etc. The Board is also periodically informed of the business risks and the actions taken to manage them. Pursuant to Section 134(3) (n) of the Act & under Regulations 21 of the Listing Regulations, the Company had formulated a Risk Management Policy with the following objectives:

â¢ Provide an overview of the principles of risk management

â¢ Explain approach adopted by the Company for risk management

â¢ Define the organizational structure for effective risk management

â¢ Develop a âriskâ culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

â¢ Identify access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Companyâs human, physical and financial assets.

Fundamentals of our risk management system

The company has in place a code of conduct and high safety standards in plant operation to protect its employees and the environment. The company has instituted control bodies which verify important business decisions. Organizational measures are undertaken 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 taken to avoid economic and environmental damage. The company lays due emphasis on avoidance of risks that threaten the companyâs continued existence.

Organizational responsibilities and tools

Regular risk analyses at the corporate level are conducted by OMILâs management and by various departmental heads. Specific risks pertaining to operating divisions and units are continually registered, evaluated and monitored centrally. The Board of Directors regularly receives reports on the risk situation of the Company. The Policy is available on the weblinkhttp://www.ommetals.com/files/risk-management.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company âOm Infra Limitedâ, being engaged in infrastructural business is exempted from the provisions of Section 186 of the Companies Act, 2013 related to a loan made, guarantee given or security provided, however particulars of Loans & guarantees given, investments 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 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DEPOSITS

During the Year under review, your company has not 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 the Balance Sheet date.

RELATED PARTY TRANSACTIONS

Pursuant to the amendments to the SEBI (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 Party Transactions Policy and the same has been uploaded on the Companyâs website http://www.ommetals.com/2022/Policy%20on%20Related%20party%20transaction.pdf.

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

During the year under review, all related party transactions were in the ordinary course of business and at armâs length and approval of the Audit Committee, Board of Directors & Shareholders was obtained wherever required.

The Audit Committee has approved the related party transactions for the FY 2023-24 and the estimated related party transactions for FY 2024-25. There were no related party transactions that have conflict with the interest of the Company.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure V to this Annual Report.

There are no person(s) or entities forming part of the Promoter(s)/Promoter(s) Group which individually hold 10% or more shareholding in the Company except T C Kothari & Family Trust, which is holding 11.85% shareholding in the Company.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed half yearly report on Related Party Transactions with the Stock Exchanges, for the half year ended 30^th September, 2023 and March 31, 2024. The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Standalone Financial Statements of the Company.

CORPORATE SOCIALRESPONSIBILITY

In line with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014, your Company has undertaken various CSR projects in the area of Social Service activities, Medical and Health Care and education and welfare to under privileged which are in accordance with the Schedule VII of the Act and CSR Policy of the Company.

The Companyâ CSR policy is available on web link at http://www.ommetals.com/2022/CORPORATE%20SOCIAL%20RESPONSIBILITY.pdf.

During the year, the Company spent Rs. 40.30 Lakhs on CSR activities.

The brief outline of CSR Policy and Composition of CSR Committee are included in the annual report on CSR activities, which is annexed herewith and marked as Annexure III. Other details regarding the Corporate Social Responsibility Committee are provided in the Corporate Governance Report attached with the Annual Report.

ANNUAL RETURN

In accordance with section 134(3)(a) and section 92(3) of the Act, an

Annual Return as at 31 March 2024 in Form MGT 7 is posted on website of

the Company. Annual Return pursuant to applicable provisions of the Act is posted in section of investors, corporate governance on the Companyâs website or linkhttps://www.ommetals.com/#/agm

CORPORATE GOVERNANCE

The Company has been following principles of Good Corporate Governance Practices over the years. Your Company 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 Sharma and Associates, Practicing Company Secretaries confirming compliance forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations, 2015, the Management Discussion and Analysis is presented in a separate section forming part of the Annual Report.

It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations/ performance of the Companyâs various businesses viz., decorative business, international operations, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material developments during the financial year 2023-24.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

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

ORGANISATIONAL CHART

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POWER OF ATTORNEY HOLDERS

For the implementation and effective execution of the Projects and various Laws as applicable to the Company, the Board of Directors entrusted the following HODâs with responsibility via Power of Attorney granted to them and these are directly responsible for compliances:

S.No.	Name Of HOD/ Authorized Person	Division/ Department/ Project
1.	Mr.Rakesh Kumar Tiwari	Human Resources
2.	Mr.Gautam Jain	Income Tax
3.	Mr.D.S. Rawat- Sr Manager Finance and Audit	TDS, &accounts /Audit
4.	Mr.V.K. Gupta - GM Finance	Goods and Service Tax/ EPCG /Custom duty
5.	Mr.Vijay Kumar Nama	Ujjain Project

6.	Sukhwinder Singh	Gujarat SSNL Project
7.	Mr. Padam Jain	Om Realty Division, Kota
8.	Mr. Bhawani Singh	Om Pack Division
9.	MrKeshav Gupta	Nokha /Khazuwala Rajasthan
10.	MrUmesh Rai	Up jaljeevan Mission for SWSM
11.	Mr. Rahul Tripathi	Rwanda, Africa
12.	Mr.Sarvananan D	KundaTamilnadu
13.	Mr. J B Sarkar	Arun-3,Nepal
14.	Mr. Lalit	Sale Tax,Vat and GST , Commercial Tax purpose
15.	Mr. Raju Lal Sharma	Amravati
16.	Mr. Sunil Srivastava	Shapurkhandi Punjab
17.	Mr. Ashok Upadhyaya	Isarda project

HUMAN RESOURCES MANAGEMENT

Our professionals are our most important assets. We are committed to hiring and retaining the best talent and being among the industryâs leading employers. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance. Our human resource management focuses on allowing our employees to develop their skills, grow in their career and navigate their next.

The outbreak of COVID-19 pandemic resulted in lot of fear, insecurity and desperation across the world. During these tough times, the Company prioritized safety and wellbeing of its employees. In strict adherence to the local guidelines, the Company incorporated a culture of social distancing, regular sanitization of office, routine BP/Sugar/temperature check and allowed employees to work in Hybrid model .

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

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, your Company has constituted an âInternal Complaints Committeeâ (âCommitteeâ). No complaint has been received during the Year ended 31st March, 2024 in this regard.

The Company has in place a Policy for Prevention of Sexual Harassment at Workplace as per requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is the Summary of Sexual Harassment complaints received during the year ended 31st March, 2024 in this regard.

(a) Number of complaints pending at the beginning of the year: NIL

(b) Number of complaints received during the year: NIL

(d) Number of cases pending at 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 integral part of business. We have taken several conscious efforts to inculcate a safer environment within place of work.There is a strong focus on safety with adequate thrust on employeesâ safety.

The Company has been achieving continuous improvement in safety performance through a combination of systems and processes as well as co-operation and support of all employees.

LISTING

The Equity Shares of the Company continue to remain listed with the National Stock Exchange of India Ltd (NSE) and BSE Limited (BSE). The Companyâs Symbol at NSE is OMINFRAL and the Scrip Code of the Company at BSE is 531092. The listing fees of the exchanges for the financial year 2023-24 have been paid.

CREDIT RATING

The has obtained the credit rating from CARE Rating, during the year there is no change in the rating under review, CARE credit ratings as below:

FACILITY	RATING
Long term Bank Facilities	CARE BBB-; Stable (Triple B Minus; Outlook: Stable)
Long term/Short term Bank	CARE BBB-; Stable/ CARE A3 (Triple B Minus; Outlook:
Facilities	Stable/ A Three)

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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 the Companyâs policies, the safeguarding of assets, the prevention and detection of Fraud and errors, the accuracy and completeness of accounting Records and timely preparation of reliable financial information.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal audit function.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Regulation 34(2) of the Listing Regulations provides that the Annual Report of the Top 1000 listed entities based on market capitalization (calculated as on March 31 of every financial year), shall include a Business Responsibility and Sustainability Report("BRSR"). Since your Company, does not feature in the Top 1000listed entities as per market capitalization, the Business Responsibility and sustainability Report for the financial year 2023-24 does not form a part of the Annual Report.

BOARD DIVERSITY

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 that will help us retain our competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity. The Policy available on web link at http://www.ommetals.com/2018/may/BOARD%20DIVERSITY%20POLICY.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 laws and regulations, pays applicable taxes on time, ensures statutory CSR spend and initiates sustainable activities.

IBC

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016 (IBC).

DETAILS REGARDING VALUATION REPORT

During the year under review, your Company has not entered into any One-Time Settlement with Banks or Financial Institutions and therefore, disclosure regarding the 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 to a variety of different laws, 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 tax positions and legal matters. Based on the nature of matters, the management applies significant judgment when considering evaluation of risk, including how much to provide for the potential exposure of each of the matters. These estimates could change substantially over time as 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the regulators/courts/tribunals 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 Act, Listing Regulations or any other laws and rules applicable are either NIL or NOT APPLICABLE to the Company.

ACKNOWLEDGEMENTS

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 all 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

Dharam Prakash Kothari Vikas Kothari

(Chairman) (Managing Director& CEO)

DIN:00035298 DIN: 00223868

Date: 23th May, 2024 Place: Delhi

Mar 31, 2023

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

(Rs. In Lacs)
Particulars	STANDALONE For the year ended March SI,		CONSOLIDATED For foe year ended March 31,
	2023	2022	2023	2022
Revenue from operations	71976.400	28921.58	79920.790	31303.02
Other Income	2899.650	1000.60	2979.630	1034.99
Total income	74876.050	29922.18	82900.420	32338.01
Expenses
a) Cost of material consumed	28672.930	8099.34	30143.320	9538,96
b) Purchases of stock in trade	108.500	691.18	108.500	691.18
c) Change in inventories of finished, goods, work in progress and stock in trade	4813,510	(5061.63)	12086.150	[6668,91)
d) Employee benefit expenses	2763.390	2395.60	2973,620	2542.11
e i Other expenses	29940.420	19619.66	30354.540	20669.07
Total Expenses	66298,80	25744.15	76166.13	26772.41
Profit before Depredation, Finance Cost exceptional items, and tax Expenses	8577.25	4178.02	673429	5565.60
Depreciation and amortization expenses	717.840	747.03	722.310	922.90
Profit before , Finance Cost,	7859.41	3430.99	6011.98	4642.70

	exceptional items anri tax Expenses
	Finance cost	262S.S40	3066.74	2782.080	3556,76
	Profit before exceptional items and tax Expenses	5230.57	36425	3229.90	1085.94
	Exceptional Items	0	0,00	0	0.00
	Total profit before Tax	523057	36425	3229.90	1085.94
	Cu rcent Tax	510.620	962.74	503.450	962.73
	Deferred Tax	1365.700	(5 73. IS)	1426.240	(725.07)
	Total Tax expenses	1876.320	38956	1929.690	237.66
	Piofit/Loss for the year	3354.250	(25.31)	1300.210	84828
	Profit/'' (Los) from the discontinuing operation	0	1132.58	0	1132.58
	Share of Profit Loss from Associates and Joint Venture			-12.910	665.81
	Plufit/Loss for the year	3354.250	110727	1287.300	2646.67
	Total other comprehensive income	(225.550)	(53.11)	(225.550)	(53,11)
	Total comprehensivfl income for the period	3128.700	1054.16	1061,750	259336
	Earning per equity share
	Basic earnings (Loss) per share from continuing and discontinued operations	3.25	1.09	1.10	2.69
	Diluted earnings iLoss} per share from continuing and discontinued operations	325	1.09	1.10	2.69
Note: Previous years figures have been leEzouped reclassified --vherever necessary.

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 Â¦up3Q7^<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''â200bps 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 Â£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 Â¦Maharashtra!, 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 â.''.dth a Consortium was allocated ESI on a plor of land for redevelopment (SRA Â¦ 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

Project

Location

PWtMf

Project

Type

fr of Units

Project Ara

Sq.ft- (Ajpun^ (OMIT

Share)

Meadows

Kota

Housing

333

4,45,972

Pallacia

Jaipur

Housing

152

6,46,150

Bandra Reclamation Mhaua

Mumbai

DB Realty & Others

Housing

2,50,0Q0a.pp:x

Total

13,42,122

ge^EstMBPnpject

Sold in sq. ft.

Unsold

sq.ft

Total realisable value of revenue (Rs Cr)

CVifwidpratifin pr

sold units {RaO

Total expected revalue realisable for unsold units (RsO)

Om Meadows

2,69,359

(197

Units)

1,76,583

(143

Units)

115

Paiacia

3,15,400

3,30,750

683

292

418

Annual Report 202 3 UMIIN h RA L1M11 LlD
		(74 units)	(78 Units)
Bandra Reclamation -Mhada		NA	2,50,000		Under planning stage	NA	Under planning stag*
Toni					803	367	483
	Note: Bandra MHADA Project - tentative as per finalization of drawing plan and FSI approval and subject to market conditions and revenue is purely estimated. The revenue projects are subjected to growth in real estate markets and sale of units and FSI approval (at decided rate and time:'' Kev Laud Bank
	Location	Sq. Men	L Key Location Advantage

	VR1A Jaipur	4,000		In Industrial Area at Prime Location- total.'';land
				portion sub divided in smaller lots and sale of some plots executed 1
	Rota (Institutionai/coinmerci al Land''}	40,000		In the centre of Kota City
	Jaipur	3,800		In the prime commercial location of Jaipur City
	TOTAL	55,800

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. â 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 Â£ 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,SGâ\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 (Marâ 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 Boardâs Report forming par: of this Annual Report:.

Comp aides which became / ceased to be Companyâs 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 â 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 PâkT LTD â 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 !Â±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 Â¦Special 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 Â¦ 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 100Â°s cost for the development ana transfer free salable area ro OMC as mutually agreed in development Â¦ collaboration agreement.

OM MFT ALS -JSC J1 â 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\ â This 5PV is executing EPC of one project in Karnataka.

SPMLâOM 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 â.â.âheat 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 â This JV has been allotted the contract at Madhya Pradesh and Om infra has majorirv stake and the JVpsrtnei is de Â¦âeloping the project and is responsible for executing che project on arms length basis.

Om Metal SPML JY fObaual â 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 âThis 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.â 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-â 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, 99.96Â°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 Regulationsâ''; 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 DIRECTORSâ 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 rulesâ), 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: Â¦.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 Â¦were 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 Â¦''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 Â¦ 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 Â£ 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^ Â£ 20Gt% 2CRIIIDNERATIONS 20PGII CY .pdf.

We affirm drat the remuneration Â¦paid 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 approâ.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 27â 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 Auditorsâ Report for the Financial Year ended 31^ March, 2003 on the Financial Statements of Â±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. Companyâs 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 Â¦ 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 27â 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 Â¦with 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 Â¦; 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 Enâ.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:

Â« 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 â"risk" culture that encourage: all employees to identify risks and associated opportunities and to respond to them with effective actions,

Â« 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 companyâs 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 Â¦ and Schedule V of the SEBI ''listing Obligations and Disclosure Requirementsâ. 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 Companyâs website hnp:/Ayww,nm TÂ¥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 10Â°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 Â¦ 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^:g2O5QCLALÂ°c20RÂ£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 Companyâs 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" (âCommittee¹). 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:

FACILITY	RATING
Long terra Bank Facilities	CAKE BBB-; Stable (Triple B Minus; Outlook: Stable.''
Long temr''Short term Bank Facilities	CAKE BBB-; Stable/ CAKE A3 Triple B Minus: Outlook: Stable/ A Three)

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 Insolventâ-^- 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

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting 46^th Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31^st March, 2018.

Financial Results .

(Rs. In Lacs)

Particulars	STANDALONE		CONSOLIDATED
	For the year ended March 31,		For the year ended March 31,
	2018	2017	2018	2017

Revenue from operations	29801.44	24942.72	30972.97	24944.63
Other Income	1439.53	1402.10	1112.73	1251.41
Total income	31240.97	26344.82	32085.70	26196.05
Expenses
a) Cost of material consumed	9747.79	10748.12	11059.26	11138.75
b) Purchases of stock in trade	22.40	0.00	22.31	0
c) Change in inventories of finished goods, work in progress and stock in trade	(534.86)	(2333.99)	(2967.32)	(3202.40)
d) Excise duty expenses	377.74	601.35	377.74	601.35
e) Employee benefit expenses	2090.40	1970.20	2175.92	2035.93
f) Finance cost	1656.81	1862.90	1954.84	2149.61
g) Depreciation and amortization expenses	1199.53	1141.76	1201.32	1145.77
h) Other expenses	11885.29	9587.21	13291.79	9867.84
Total Expenses	26445.11	23577.55	27115.86	23736.86

Total profit before exceptional items and tax	4795.87	2767.27	4969.84	2459.19
Exceptional Items	0.00	0.00	0.00	0.00
Total profit before Tax	4795.87	2767.27	4969.84	2459.19
Current Tax	1888.53	664.75	1941.35	772.23
Deferred Tax	(196.82 )	112.65	(177.90)	94.84
Total Tax expenses	1691.71	777.40	1763.44	867.07
Net profit for the period from continuing operations	3104.16	1989.86	3206.39	1592.11
Profit (loss) from discontinued operations before tax	1656.67	0.00	1656.67	0.00
Tax expense of discontinued operations	317.15	0.00	317.15	0.00
Net profit (loss) from discontinued operation after tax	1339.52	0.00	1339.52	0.00
Share of profit (loss) of associates and joint ventures accounted for using equity method	0.00	0.00	(439.72)	(285.65)
Total profit (loss) for the period	4443.68	1989.86	4106.20	1306.46
Other comprehensive income net of taxes	1.80	(1.13)	1.5	(0.97)
Total comprehensive income for the period	4445.48	1988.73	4107.70	1305.49

Note: Previous year''s figures have been regrouped / reclassified wherever necessary in conformity with Indian Accounting Standards ( IND AS) to correspond with the current year''s classification / disclosure and may not be comparable with the figures reported earlier.

Financial Performance and State of Company''s Affairs and Future Outlook

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 your Company to evaluate various opportunities in the different business verticals in which your Company operates. Your Company currently has several projects under implementation and continues to explore newer opportunities, both domestic 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.

Consolidated

The Company has reported consolidated revenue from operations Rs. 30972.97 Lakhs as against Rs. 24944.63 Lakhs in the previous year and Profit before Tax (PBT) of Rs. 4969.84Lakhs, as against Rs.2459.19 Lakhs in the previous year.

Standalone

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

The Company has reported standalone revenue from operations Rs 29801.44Lakhs as against Rs. Rs. 24942.72Lakhs in the previous year and a Profit before Tax (PBT) of Rs.4795.87 Lakhs, as against Rs. 2767.27 Lakhs in the previous year.

DIVISIONAL ANALYSIS ENGINEERING DIVISION

The Turnover of this division(including joint controlled operations) this year is Rs.19904. 84 lakhs and profit before tax (PBT) is Rs.2931.18 lakhs as against Turnover of Rs. 19039.60 lakhs & profit before tax (PBT) is Rs. 973.03 lakhs in the last year.

The Engineering Division focuses on turnkey engineering procurement and construction contracts for Hydro mechanical equipment for Hydro Power and Irrigation projects. The Company post execution of civil work for Kalisindh dam has since been qualified for complete EPC for dam except EM package and shall address a larger share of hydro power project. This is a feat for diversifying in the civil construction space and the Company will not have to take recourse to civil companies for meeting PQ norms for bidding in civil space. The Company is now all geared up to encash the burgeoning opportunities in executing complete EPC contract in the space of H M components and civil structure. The projects in Hydro power space involve multifarious activities viz. civil construction, electromechanical component and Hydro mechanical equipments. The Company has executed over 60 Hydro-Mechanical turnkey projects in power and irrigation. The major revenue source this financial year are from kutchch project of SSNNL, Knowledge city project in Ujjain and Rampur project (UP) and Kameng project in Arunachal Pradesh.

Orders received during the Year:

1. Kpong Left Bank (Ghana) for Rehabilitation and Completion of Kpong Left Bank Irrigation Project.

2. Kundah H.E. Project for Design engineering supply transport execution and commissioning of all components of Hydro Mechanical works and steel liner for pressure shaft and penstocks.

3. Arun-III H.E. Project (Nepal) for All hydro-Mechanical works including Pressure Shaft Steel Liner of 900 MW project located in Sankhuwasabha Distt. In Nepal.

REAL ESTATE DIVISION

The Turnover of this division this year is Rs. 699.86 lakhs and profit is Rs. 150.82 lakhs against Turnover of Rs. 1607.30 Lakhs & profit is Rs. 223.48 Lakhs in the last year.

There is a potential realizable value of Land Bank/ developable/under development area in Company/subsidiary/Joint Venture.

Real Estate Project Details

Project	Location	Partner	Project Type	# of Units	Project Area Sq.ft. (OMIL Share)
Meadows	Kota	-	Housing	450	5,00,000
Pallacia#	Jaipur	-	Housing	150	6,30,000
Bandra Reclamation - Mhada	Mumbai	DB Realty & Others	Housing	-	2,00,000^A
Ashvita*	Hyderabad	Mahindra Lifespaces	Housing	52	80,000
Total					1,410,000

Construction has resumed after the judgement of Hon''ble JDA tribunal which in its verdict ordered that all approvals and maps of the project approved by JDA are as per policies/ bye laws and within legal framework. The construction has started steadily.

* delivered for possession

^A Subject to approval of Design/ Area

Key un-tapped Land Bank

Location	Sa. Mtrs.	Key Location Advantage
Faridabad	8,000	Located on main Mathura Road, New Delhi
VKIA Jaipur	28,000	In Industrial Area at Prime Location
Kota (Institutional/commercial Land)	40,000	In the centre of Kota City
Jaipur	3,800	In the prime commercial location of Jaipur City
TOTAL	79.800

PACKAGING DIVISION:

The Turnover of this division this year is Rs. 2364.27 lakhs and reported loss of Rs.264.77 lakhs.

There is a potential realizable value of Land Bank/ developable/under development area in Company/subsidiary/Joint Venture.

The Company had entered into this new venture for manufacturing of Closure for water PET bottles and Carbonated Soft Drinks (CSD) caps. The World demand for caps & closures is likely to exceed USD 55 bln / 2 tln units in 2020. The Clients/Potential Clients includes Bisleri, Xalta, and other local players.

INFRASTRUCTURE AND CIVIL EPC CONTRACTS

Knowledge City Project: First smart City Infrastructure Development project in 50% Joint Venture on EPC basis for Vikram Udyogpuri Ltd in Ujjain.

Silos: Project received from Food Corporation of India (FCI) for construction and development of 4 Silos and for the same the Company has formed 4 SPV''s and has 50% stake in each.

SALE OF CINEPLEX DIVISION

Your company had sold its Cineplex Division to Princess Infra and Development LLP at an approved valuation of Rs. 18, 00, 00,000. The valuation had been carried out by an independent valuers appointed by the Company. This division was not a core activity of your Company.

FUTURE OUTLOOK

- Enlarge global footprint through acquisition and strategic Joint Ventures in the core business.

- Completion of existing real estate projects.

- Establish presence in varied structure, steel design and fabrication works in bridges, Pipe laying and heavy engineering works.

- 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 infrastructure projects.

CHANGES IN NATURE OF BUSINESS. IF ANY

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

DIVIDENDS

The Board, in its meeting held on February 14, 2018 declared an interim dividend of Rs 0.35/- per equity share of face value of Rs. 1/- each absorbing a sum of Rs.337.06 Lacs which was paid on or before March 31, 2018. Your directors recommend that the aforesaid interim dividend shall be declared as final dividend for the year ended March 31, 2018.

Together with the Corporate Tax on dividend, the total outflow, on account of equity dividend, will be Rs. 63747247/- via-a-via Rs. 23181675 /- for the year 2016-17.

Considering the capital requirement for ongoing business expansion, the Board of Directors does not recommend any final dividend on equity shares.

The dividend payout for the year under review is in accordance with the Company''s policy of consistent dividend payout keeping in view the Company''s need for capital, its growth plans and the intent to finance such plans through internal accruals to the maximum.

TRANSFER TO RESERVES

Appropriations to general reserve for the financial year ended March 31, 2018 as per standalone financial statements are as under:

(In Rupees)

Net profit for the year	444367884.76
Balance of Reserve at the	245000000
beginning of the year
Transfer to General	--
Reserve
Balance of Reserve at the	245000000
end of the year

The company does not propose to transfer any amount to Reserve.

CHANGES IN SHARE CAPITAL, IF ANY

The paid up Equity Share Capital as on March 31, 2018 was Rs.9.63 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted Employee Stock Options or Sweat Equity Shares.

INFORMATION ABOUT SUBSIDIARIES/JV/ASSOCIATE COMPANY

There has been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company as Annexure 11.

Pursuant to the provisions of section 136 of the Companies Act 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company at

www.ommetals.com

During the financial Year 2017-18, our Company has invested an aggregate of Rs. 19200000/- in acquiring shares of Worship Infraprojects Private limited thereby making it wholly owned subsidiary of the Company.

Apart from this, your Company funded its subsidiaries/JV''s from time to time, as per 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 OMIL are as below:

OM METALS CONSORTIUM PRIVATE LIMITED - This wholly owned Subsidiary Company is developing a high end residential project on a very prime parcel of 19000 sq. mt. land at Jaipur and has a sellable built-up area of 6.3 lakh sqft with expected realization of ''INR 10000-12000/sqft. OMIL has invested INR 1.6 bn for land and development cost is expected to be Rs 4 bn. The company expects to generate Rs 6.0 bn of Revenue from this project over next 2-3 years, which translates into pretax profits of Rs1.3bnappx. It has hired local very reputed contractor for finishing the project under architectural leadership of Studio 18, a renowned architecture firm of USA. The construction of Residential project Palacia at A 2 Prithviraj Road near Statute Circle Jaipur (Raj.) had resumed after the judgement of Ho''ble J DA tribunal which in its verdict ordered that all approvals and maps of the project approved by J DA are as per policies/ bye laws and within legal framework.

OM METALS REAL ESTATE PRIVATE LIMITED- This wholly owned Subsidiary Company is holding stakes in different SPV''s and different subsidiaries for different projects in different locations. The development of all these projects is in some stages of clearances.

CHAHEL INFRASTRUCTURES LIMITED (earlier known as OM-SPML INFRASTRUCTURE LTD.) - The Company has substantial stake totaling to 94.46%, this Company has earmarked for the development of sea port in Pondicherry. After the non clearance of the project we have moved for arbitration proceedings there our as well as of Govt. of Pondicherry claims remain unconsidered and we are taking legal advice.

SANMATI INFRADEVELOPERS PRIVATE LIMITED - This SPV wherein we own 25% stake along with other stakeholders SPML Infra (25%) and Urban Infrastructure Trustees Ltd (UITL) (50%) which is a holding company of Pondicherry SEZ Co. Ltd (PSEZCL). PSEZCL owns a multi product SEZ in Pondicherry where 840 acre land has been acquired and balance 26 acre is pending. After the non clearance of this project we have moved to court for legal remedies.

BHILWARA JAIPUR TOLL ROAD PRIVATE LIMITED- This SPV where Om metals has 49% stake has done the development of the 212 km road project in Jaipur-Bhilwara Stretch on BOT basis and COD achieved in December, 2014. Om Metals has executed 100% of EPC work for a total project cost of Rs. 410 Cr. After the COD of the project all 4 toll plazas are operational and generating revenue. Due to cash shortfall in revenue generation, we have been approaching new set of lenders for take over financing. Private vehicles were made toll free wef 1.4.2018 by state govt and we are exploring with NHAI for conversion of this state highway into national highway and have also been talking to state govt for allowing compensation for loss on account of exempted vehicles. The Ministry of road and transport has given a public speech for conversion of some state high ways of Rajasthan into national Highway.

WORSHIP INFRAPROJECTS PRIVATE LIMITED (earlier known as OM METALS-SPML INFRAPROJECTS PVT LTD) - A 457 Cr Kalisindh Dam project in a SPV created with SPML infra on 50:50 basis is complete with some final leg work going on. Om Metals had been executing EPC contract for major work. This company was made wholly owned subsidiary of Om metals in current year and this company in JV with Om metals has submitted a bid for EPC contract of Isharda dam -the outcome of result of bid is pending with project authority.

GURHA THERMAL POWER COMPANY LIMITED- This company as a 50% JV of Om Metals has a lignite based thermal project in Rajasthan. Due to abnormal delay at the end of Govt, we have intimated our stand of terminating the project from our side.

PARTNERSHIPS /JV''s:

OM METALS CONSORTIUM (Partnership firm) - This prestigious partnership firm for development of SRA project in Bandra Reclamation facing Bandra- Worli Sea Link has completed the construction of the temporary transit camp.

A redevelopment project of MAHADA in partnership under Om Metals Consortium (OMC) where OMIL holds 17.5 % stake. Other developmental partners in the consortium are DB Realty Group , SPML Infra, Morya Housing, and Mahima developers. This multi''-storied residential project is spread across 6 acres and entitled to FSI which translate into approx ~1.2 mnsqft(subjected to all Govt clearances ).A premium of additional FSI available shall be paid by OMC.

OMC has done a JV with DB realty for this project where DB realty would be incurring 100% cost for the development and transfer 50% of salable area to OMC.

OM METALS -JSC JV - This JV has been executing Kameng HEP and the project is scheduled to complete by next year.

OM RAY CONSTRUCTION JV - This SPV is executing EPC of one project in Karnataka.

SPML -OM METALS JV - This JV has been executing project for development of smart infrastructure( knowledge city) in Vikram Udyogpuri at Ujjain. The progress of the contract is very smooth and we are expecting it to complete by 2019.

GUJRAT WAREHOUSING PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI.The partial land acquisition is complete and balance land is in process of negotiation. .

WEST BENGAL LOGISTIC PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI.The land acquisition is in process.

UTTAR PRADESH LOGISTIC PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI. The land acquisition is in process.

BIHAR LOGISTIC PRIVATE LIMITED- This SPV was incorporated for development of silo for storing wheat for FCI.Land acquisition is in process.

Subsidiaries/Associates of Om Metals Real Estates Private Limited (Wholly owned subsidiary of the Company):

OM METALS INFOTECH PRIVATE LIMITED - This Company has industrial land in Jaipur and the long drawn legal hurdle has been sorted out by out of court settlement. A commercial /industrial project is at planning stage and we are exploring all sort of possibilities for monetization.

OM METALS DEVELOPRS PRIVATE LIMITED - OMDPL entered into a JV with Mahindra Life space for a residential project in Hyderabad. Mahindra owns 80% of the built-up area rights in the 10-acre premium residential project called ''Ashvita'', and OMDPL holds the rights to the remaining area. The 20% share of built-up area under OMIL is 80000 sqft and expected realization is ''4500/sq.ft.(0.36 Bn INR). The construction is complete, the project is partially delivered and sale of units are progressing very satisfactorily.

The Board of Directors of the Company has adopted the policy for the material subsidiaries, which is available on the website of the company at the following link: http://www.ommetals.com/files/material-subsidiaries.pdf

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the company have been prepared in accordance with indian accounting standards (Ind AS) notified under section 133 of the companies act 2013. The audited consolidated financial statement is provided in the Annual Report.

Companies which became / ceased to be Company''s Subsidiaries. Joint Ventures orAssociate Companies:

- Companies which have become subsidiaries/JV during the financial year 2017-18 : Worship Infraprojects Private Limited & Om-SPML JV Ghana

- Companies which has ceased to be the Subsidiaries/Step Subsidiary during the financial year 2017-18: Om Kerui Joint Venture Private Limited

MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN BALANCE SHEET DATE 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 Directors'' Report affecting the financial position of the Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, 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 Government of India, after the completion of seven years. Further, according to the rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF authority. Accordingly, the company has transferred the unclaimed and unpaid dividends of Rs 49,302/-to the IEPF Fund.

During the year 2017-18, 19509 equity shares in respect of which dividend has not been claimed for the Interim dividend declared in financial year 2009-10 and interim dividend declared in financial year 2010-11 were transferred to the IEPF Authority pursuant to the provisions of Section 124(6) of the

Companies Act, 2013and the rules thereunder.

Further, 19509 corresponding shares were transferred as per the requirement of the IEPF rules.

MEETINGS OF THE BOARD OF DIRECTORS

Eight meetings of the Board of Directors were held during the year. For further details, please refer to the corporate governance report, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, in prescribed as per the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that- (a)In the preparation of the annual accounts, the applicable accounting standards 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 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 and loss of the company for that period;

(c)The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e)The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f)The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2017-18.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of Board of Directors and KM P of the Company during the year 2017-18 is as under:

S.No.	Name	Designation	Date of change in designation	Date of original appointment	Date and Mode of Cessation
1.	Shri Dharam Prakash Kothari	Chairman	01/05/2017	01/05/2017
2.	Shri Sunil Kothari	Managing Director	22/08/2017	22/08/2014	â
3.	Shri Vikas Kothari	President &Director	28/03/2018	28/03/2015
4.	Smt. Ranjana Ja in	Independent Director	28/03/2015	28/03/2015
5.	Shri Gopi Raman Sharma	Independent Director	11/03/2016	11/03/2016
6.	Shri Ram Kumar Gupta	Independent Director	10/06/2016	10/06/2016	Resigned as on 06/01/201 8
7.	Shri Sunil Kumar Jain	Chief Financial Officer	28/03/2015	01/04/2009
8.	Smt. Reena Jain	Company Secretary	â	03/03/2008	â

In terms of Section 152 of the Companies Act, 2013 Mr. Dharam Prakash Kothari shall retire at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.The three years term as President & Director of Mr. Vikas Kothari has expired on27^th March, 2018. It is proposed to reappoint him for a further period of five years from 28^th March, 2018.

After the balance sheet date:

The Board at its meeting held on April 20, 2018 had appointed Mr. Naresh Kumar Paliwal as an Additional Independent Director of the Company to hold office up to date of ensuing Annual General Meeting of the Company. The appointment of Mr. Naresh Kumar Paliwal as a Non-executive Independent Director is also proposed at the ensuing Annual General Meeting of the Company.

INDEPENDENT DIRECTORS AND DECLARATION

Mr. Ram Kumar Gupta had resigned from the directorship of the Company with effect from January 06, 2018.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

In terms 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 committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings 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, reviewed and evaluate the performance of nonindependent 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 Committee.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of our Company, the executive directors/ senior managerial employees make presentation to the Independent Directors about the company''s strategy, operations etc. 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 the performance of the company. Further, at the time of appointment of an Independent director, the company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The format of the letter of appointment is available at our website www.ommetals.com

The Policy of the familiarization programmes of Independent Directors are put up on the website of the Company at the link:http://www.ommetals.com/files/familiarization-programme.pdf

NOMINATION AND REMUNERATION COMMITTEE:

As per the section 178(1) of the Companies Act, 2013 the Company''s Nomination and Remuneration Committee comprises of following Non-executive Directors as under:

For further details, please refer to the corporate governance report, which forms part of this report.

Name of the Director	Position held in the Committee	Category of the Director
Mr. Gopi Raman Sharma	Chairman	Non Executive Independent Director
Mrs. Ranjana Jain	Member	Non Executive Independent Director
*Mr. Ram Kuma r Gupta	Member	Non Executive Independent Director

*Mr. Ram Kumar Gupta resigned from the post of independent director as on 06/01/2018.

Terms of Reference:

a) To formulate a criteria for determining qualifications, positive attributes and independence of a Director.

b) Formulate criteria for evaluation of Independent Directors, Board and Committees.

c) Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

d) To carry out evaluation of every Director''s performance.

e) To recommend to the Board the appointment and removal of Directors and Senior Management.

f) To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

g) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

h) To devise a policy on Board diversity.

i) To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

j) To perform such other functions as may be necessary or appropriate for the performance of its duties.

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other 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.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sittng Fees. The Non Executive Directors are paid sittng fees for each meeting of the Board and its committees.

The policy under sub section (3) of section 178 of the Companies Act, 2013, adopted by board is appended as Annexure IV to the Directors'' Report.

The Remuneration to Executive Directors and KMP are in affirmation of the Nomination and Remuneration Policy.

AUDIT COMMITTEE:

According to Section 177 of the Companies Act, 2013 the Audit Committee is comprised of the following directors:

Name of the Director	Position held in the Committee	Category of the Director
Mr. Gopi Raman Sharma	Chairman	Non Executive Independent Director
Mrs. Ranjana Jain	Member	Non Executive Independent Director
Mr. Sunil Kothari	Member	Executive Director

For further details, please refer to the corporate governance report, which forms part of this report.

For other board committes, please refer to the corporate governance report, which forms part of this report.

AUDITORS

STATUTORY AUDITORS

The term of M/S M.C. Bhandari & Co. , Chartered Accountants (Registration No.303002E) ended with the conclusion of audit for the financial year 2016-17. After conducting a detailed evaluation and based on the recommendation of Audit Committee, the Board approved the proposal for appointment of M/S Mahipal Jain & Co., Chartered Accountants (Registration No.007284C) as statutory auditors of the Company for a term of 5 years from the financial year 2017-18 onwards on such terms and conditions and remuneration as may be decided by the Audit/ Board of Directors of the Company in consultation with the auditors. The said appointment was approved by the members of the Company at the 45^th AG M held on September 29, 2017.

Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 46th AGM.

AUDITORS'' REPORT

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended March 31, 2018 contain with the following remarks

''Standalone financial statements includes unaudited financial statement of joint operation Om-SPML JV Rwanda.

The Board of directors had explained that it''s a new joint venture whose preliminary expense has only been started and hence seems reasonable. The Board had estimated Rs 337 lacs as capital work in progress.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,the Company has appointed Mr. Brij Kishore Sharma, Proprietor, M/s B K Sharma & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2018 is enclosed as Annexure V to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. M. Goyal & Co., Cost Accountants as the Cost Auditors for the Company for the financial year ending March 31, 2019.

The due date for filing the Cost Audit Report of the Company is within 180 days from the end of the accounting year.

In accordance with the requirement pursuant to Section 148 of the Act, your Company carries out an annual audit of cost accounts. The Cost Audit Report and the Compliance Report of your Company for FY17, was filed with the Ministry of Corporate Affairs through Extensive Business Reporting Language (XBRL) by M/s M. Goyal & Co., Cost Accountants.

A proposal for ratification of remuneration of the Cost Auditor for financial year 2018-19 is placed before the shareholders

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure I to this Report.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per regulation 22 of the Listing Regulations, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the Chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company. The said policy has been also put up on the website of the Company at the following link:

http://www.ommetals.com/files/vigil-mechnasim.pdf RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The areas of risk include- Technology risk, Competition risk, Financial risk, Cost risk, Legal risk, Economic Environment and Market risk, Political Environment Risk, Inflation and Cost Structure, Technology Obsolescence, Project Execution, Contractual Compliance, Operational efficiency, hurdles in Optimum use of resources, Human Resource management, environment management etc. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

- Provide an overview of the principles of risk management

- Explain approach adopted by the Company for risk management

- Define the organizational structure for effective risk management

- Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

- Identify, assess and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company''s human, physical and financial assets.

Fundamentals of our risk management system

The company has in place a code of conduct and high safety standards in plant operation to protect its employees and the environment. The company has instituted control bodies which verify important business decisions. Organizational measures are undertaken 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 taken to avoid economic and environmental damage. The company lays due emphasis on avoidance of risks that threaten the company''s continued existence.

Organizational responsibilities and tools

Regular risk analyses at the corporate level are conducted by OMIL''s management and by various departmental heads.

Specific risks pertaining to operating divisions and units are continually registered, evaluated and monitored centrally. The Board of Directors regularly receives reports on the risk situation of the company.

LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loans & guarantees given, investments made and securities provided covered under section 186 of the Companies Act 2013 forms part of the notes to the financial statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business and approval of the Board of Directors &Shareholders was obtained wherever required.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link:

http://www.ommetals.com/files/related-party-transcation.pdf

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year and Annual Report on CSR Activities are set out in Annexure III of this Report. The Policy is available on the website of the Company on the following link:

http://www.ommetals.com/files/corporate-social-responsibility.pdf

The Composition of the Corporate Social Responsibility Committee are given below:

Name of Director	Status
Mr. Gopi Raman Sharma	Chairman
Mr. Vikas Kothari	Member
Mr. Sunil Kothari	Member

EXTRACTS OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information. (Annexure: VI)

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 are given below:

A. Remuneration paid to Managing and Whole Time Directors

Directors of the Company	Remuneration in F.Y. 2017-18 (Rs. In Lacs)	Remuneration in F.Y. 2016-17 (Rs. In Lacs)	% increase /decrease in remuneration	Ratio to Median remuneration
Mr. D.P. Kothari	87.25*	84.00*	3.87	30.30
M r. Sunil Kothari	88.72	88.58	0.16	30.81
Mr. Vikas Kothari	40.57	38.27	6.01	14.09

*Based on Annualized Salary.

B. Remuneration paid to KMPs

KMPs of the Company

Remuneration in FY 2017-18 (Rs. In Lacs)

Remuneration in FY 2016-17(Rs.

In Lacs)

increase/decrease in remuneration

Ratio to Median remuneration

Mr. Sunil Kumar Jain

12. 26

12.14

0.99

4.26

Mrs. Reena Jain

6.06

2.10

C) There was increase of 4.35% in Median Remuneration of employees in Financial Year 2017-18 as compared to financial year 2016-17.

D) Number of permanent employees on the rolls of Company was 220 employees as on 31.03.2018.

E) Average Salary increase of non-managerial employees was 5.90 % per employee and that of managerial employees 2.7% in financial year 2017-18. The average % increase in remuneration is in line with normal pay revision.

F) Remuneration paid during the year ended 31st March, 2018 is as per the Remuneration Policy of the Company.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee who is drawing remuneration in excess of the limits set out in the said rules.

Details of Top Ten Employees

The HODs of the Company work under the direct supervision of directors of the Company and has been assigned responsibilities. The details of the top ten employees (excluding Directors & KMP) are as under. Personnel in sl no. 1 to 4 as being family members of directors and as recognized as promoters in the company hold a key position in the company equivalent to KMP.

Name

Desig

nation

DOJ

Remun

eration

Received

(p.m.)

Nature

Employ

ment

Qualifi

cation

Experie

nce

Age

Last

employ

ment

Relati

onship

with

Director

name

director

Percentage of equity shares held by the employee in the company

Vishal

Kothari

Ex.

Direct or ( Real Estate

Rajast

han

Circle)

1.04.20

250000

Perma

nent

B.Com, 9 Years

Metals

Infrapro

jects

Limited

Yes

S/o

Mr.

Dharam

Prakash

Kothari

and

brother

Mr.

Vikas

Kothari

1.87%

B harat Kothari

Ex.

Direct

or-

projec

1.10.20

250000

Perma

nent

B.E,10

Years

Metals

Infrapro

jects

Limited

Yes

Direct

or''s

Broth

er''s

Son

2.20%

Bahubali K othari

Ex.

Direct

or-

projec

1.04.20

250000

Perma

nent

BE , 9 Years

Metals

Infrapro

jects

Limited

Yes

Direct

or''s

Broth

er''s

S on

2.30%

Siddarath

Kothari

Ex.

Direct

or(

Packa

ging

Units)

1.04.20

150000

Perma

nent

CFA, B.Sc , 1 Year

Jupiter

Metal

Private

Limited

Yes

S/o

Mr.

Sunil

kothar

1.99%

5	Monica Bakliwal	COO (Hotel Divisio n)	1.04.20 10	75000	Perma nent	MBA, 7 Years	46	OM Metals Infrapro jects Limited	Yes Direct or''s Broth er''s Daugh te r
6	Rahul Tripathi	Project Head- Rwanda	20.11. 2017	150000	Perma nent	Btech, 27 years	51	Angiliqu e Internat ional	No
7	Sudhir Kumar Jain	PM	15.02. 2016	115000	Perma nent	B.Tech, Civil, 28 Years	49	Gannon Drunkey Compan y Ltd.	No
8	H N R Kesarkar	Project Head- Rampur	04.06. 2017	220000	Perm a-nent	BE, 38 Years	66	JITF water Infrastru cture Ltd.	No
9	Siva Kumar Subbian	GM Kundah Pjt	16.03. 2018	100000	Perm a-nent	BE, 27 Yrs	49	Tractor India Pvt. Ltd.	No
10	Anand Ramanat han	GM Projects	24.10. 2017	160000	Perma nent	B Sc., 21 Yrs	45	Fedders Lloyd Corpora tion	No

None of the Employees was in receipt of remuneration in the year 2017-18 which, was in excess of that drawn by the managing director or whole-time director and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

Power of Attorney Holders;

For the implementation and effective execution of the Projects and various Laws as applicable to the Company, the Board of Directors entrusted the following HOD''s with responsibility via Power of Attorney granted to them and these are directly responsible for compliances:

S.No.	Name Of HOD/ Authorized Person	Division/ Department/ Project	Date of Authorization
1	Deepak J ain/ Mrs. Rupali	Human Resources	14/11/2016
2	KuntiLal Jain	Income Tax	14/11/2016
3	Sunil Kumar Jain	Banking (fund raising only)	14/11/2016
4	Ramesh Dadhich	Sales Tax/ VAT/GST	14/11/2016
5	D.S. Rawat- Sr manager Finance and audit	TDS, Service Tax, Finance & Audit	14/11/2016
6	V.K. Gupta - GM Finance	Goods and Service Tax / EPCG /Custom duty	14/11/2016
7	S N Mondal	Kameng Project	14/11/2016
8	Dinesh Kumar	Ujjain Project	14/11/2016
9	K.C. Jain	Gujarat Project	14/11/2016
10	A Gogia	Kopili Project	14/11/2016
11	Ashish Anand	Hotel Om Tower	14/11/2016
12	HNR Keserker	Rampur (UP) Project	14/11/2016
13	Padam Jain	Om Realty Division	14/11/2016
14	Bashishtha Rai	Vyasi Project	14/11/2016
15	C P Sogani	Om Pack Division	14/11/2016
16	Anand Ramnathan	Ghana	24/10/2017
17.	Rahul Tripathi	Rwanda	24/11/2017

PERSONNEL

The Labour Management relation has been cordial during the year under review.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013

In Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, your Company has constituted an ''Internal Complaints Committee'' (''Committee''). No complaint has been received during the Year ended 31st March, 2018 in this regard. The Company has in place a Policy for Prevention of Sexual Harassment at Workplace as per requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No Complaint has been received during the year ended 31st March, 2018 in this regard.

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 integral part of business. There is a strong focus on safety with adequate thrust on employees'' safety.

The Company has been achieving continuous improvement in safety performance through a combination of systems and processes as well as co-operation and support of all employees.

LISTING

The Equity Shares of the Company continue to remain listed with the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). The listing fees of the exchanges for the financial year 2018-19 have been paid.

CREDIT RATING

CARE has assigned ratings symbol of ''BBB for its long term faciliti''es''& PR1 to company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations, 2015, the Management Discussion and Analysis is presented in a separate section forming part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a well-defined Internal Control system which is adequate and commensurate with the size and nature of business. Clear roles, responsibilities and authorities, coupled with internal information systems, ensure appropriate information flow to facilitate effective monitoring. Adequate controls are established to achieve efficiency in operations, optimum utilization of resources and effective monitoring thereof and compliance with applicable laws. An exhaustive programme of internal audits, including all Branches of the Company all over India, review by management, and documented policies, guidelines and procedures, supplement the internal control system.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal audit function.

Business Responsibility Report

Regulation 34(2) of the Listing Regulations, provides that the Annual Report of the Top 500 listed entities based on market capitalization (calculated as on March 31 of every financial year), shall include a Business Responsibility Report("BRR"). Since your Company, does not feature in the Top 500listed entities as per market capitalization as on March 31, 2018,the Business Responsibility Report for the financial year 2017-2018 does not form a part of the Annual Report.

CORPORATE GOVERNANCE

Your Company has been following principles of Good Corporate Governance Practices over the years. Your Company has complied with the Corporate Governance Code as stipulated under the Listing Regulations. A separate section on Corporate Governance along with certificate from B K Sharma and Associates, Practicing Company Secretaries confirming compliance forms part of the Annual Report.

Details of litigations pending or significant or material orders which were passed by the Regulators or Courts or Tribunals is provided under Independent Auditor''s Report Deposits

The company has not accepted any Fixed Deposits and, as such, no amount of principle or interest was outstanding as of the Balance Sheet date.

ACKNOWLEDGEMENTS

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 all employees to the Company.

On Behalf of the Board of Directors

Date: 30^th May, 2018

Place: Delhi

Dharam Prakash Kothari Sunil Kothari

(Chairman) (Mg. Director)

DIN:00200342 DIN:00220940

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting 43"1 Annual Report of your Company together with the Audited Financial Statement and the Auditor's Report thereon for the financial year ended 3 Is'March, 2015,

Financial Highlights (Rs. In Lacs)

Paticles 2014-2015 2013-2014 11.13

Revenue from opreations 22205.19 33332.51

Total expenditor before finance cost, depreciation 18150.33 27519.38

Earings before interest, tax depreciation and amortisation 4054.86 5813.13 (EBITDA)

Other income (net) 1634.31 605.99

Finance charges 1355.84 911.13

Depreciation and amortization expense 854.68 770.10

Profit before Exceptional Items and Tax 3478.65 4737.89

Profit before tax 3478.65 4737.89

Provision for Tax 573.29 911.84

Net Profit After Tax 2905.36 3826.05

Balance of Profit brought forward 23730.98 20285.26

Balance available for appropriation 26636.34 24111.31

Adjustment related to Fixed Assets 72.25 0

Amount transferred to Revaluation Reserve due to excess Reversal in Previous Years 4.83 0

Proposed Dividend on Equity Shares 192.61 192.60

Tax on proposed Dividend 39.44 32.73

Transfer to General Reserve 155.00 155.00

Surplus carried to Balance Sheet 26172.21 23730.98

State of Company's Affairs and Future Outlook

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 your Company to evaluate various opportunities in the different business verticals in which your Company operates. Your Company currently has several projects under implementation and continues to explore newer opportunities, both domestic 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.

At present your Company operates in three business sectors- Heavy Engineering cum construction, Real Estate and Infrastructure Projects and is actively exploring some new opportunities for diversifying in Industrial manufacturing, Oil and Gas, packaging products, Food and Agri warehousing and other allied potential scalable industries.

The Company has reported a Profit before Tax (PBT) of Rs.3479 Lacs, as against Rs.4738 Lacs in the previous year.

DIVISIONAL ANALYSIS

ENGINEERING DIVISION

The Turnover of this division this year is Rs. 22345.55 Lacs and profit is Rs 2633.36 Lacs as against Turnover of Rs. 29247 Lacs & profit is Rs. 3502 Lakhs in the last year.

The Engineering Division focuses on turnkey engineering procurement and construction contracts for Hydro mechanical equipment for Hydro Power and Irrigation projects. The Company post qualification in civil work for dam will qualify for complete EPC for dam except EM package and shall address a larger share of hydro power project. This is a feat for diversifying in the civil construction space and the Company will not have to take recourse to civil companies for meeting PQ norms for bidding in civil space. The Company is now all geared up to encase the burgeoning opportunities in executing complete EPC contract in the space of H M components and civil structure. The projects in Hydro power space involve multifarious activities viz. civil construction, electromechanical component and Hydro mechanical equipments. The Company has executed over 60 Hydro- Mechanical turnkey projects in power and irrigation. Recently the Company has executed designing to commissioning of one of the world's largest vertical lift gates at Koldam Hydro electric project in Himachal Pradesh. The Company has also mobilized machinery and manpower on a treacherous, mountainous and difficult terrain for execution of the Uri Hydro electric Project at Baramula, Srinagar (8-9 Kms from Indo- Pak border). The company also doing EPC for road project and this will further increase the addressing area in infra space.

REAL ESTATE. HOTELS AND MULTIPLEX

The Turnover of this division this year is Rs. 1544 Lacs and profit is Rs.272 Lacs against Turnover of Rs.2149 Lacs & profit is Rs.324 Lacs in the last year.

There being potential realizable value of Land Bank/developable/under development area in Company /subsidiary /step subsidiary. Recently The Company has four realty projects in Mumbai, Jaipur, Hyderabad and Kota.

Mumbai Project:

A redevelopment project of MH ADA in partnership under Om Metals Consortium (OMC) where OMIL holds 17.5 % stake. Other developmental, partners in the consortium are DB Realty Group , wSPML Infra, Morya Housing, and Mahima developers. This multi-storied residential project is spread across 6 acres and entitled to FSI which translate into appx 1.2 ran sqft(subjected to all Govt clearances ).A premium of additional FSI available shall be paid by OMC.

OMC has done a JV with DB realty for this project where DB realty would be incurring 100% cost for the development and transfer 50% of salable area (i.e. 0,6 mn sqft after transferring 0.2 mn sqft in SRA scheme) to OMC. As per expected Realization (Rs 30000/sqft), OMIL for its 17.5% stake is expected to have a net post tax cash flow of Rs 3-4 bn over next 4-5 years from this project.

Jaipur Project: PALLACIA

This project is located at prime location in Jaipur and has a sellable built-up area of 6.3 lakh sqft with expected realization of 'INR 10000-15000/ sqft. OMIL has invested INR 1.6 bn for land and development cost is expected to be Rs 2-2.5 bn. The company expects to generate Rs 7.0 bn of Revenue from this project over next 2-3 years, which translates into pretax profits of Rs 2-2.5 bn.

The project faced local hindrance and litigation in terms of its height etc. which Hon'ble supreme court of India in its order dated 19.3.2015 directed the appellant and JDA to withdraw all its cases against company. During FY 2014-15, OMIL, consolidated to book Rs 0.8 bn revenue from this project.

Hyderabad project:

OMDPL (A SPV of OMIL where OMIL has 40 % stake) entered into a JV with Mahindra Life space for a residential project in Hyderabad, Mahindra owns 80% of the built-up area rights in the 10-acre premium residential project called 'Ashvila', and OMDPL holds the rights to the remaining area. The 20% share of built-up area under OMIL is 80000 sqft and expected realization is "4500/sqft. (INR 0.36 Bn). The project is catching good amount of attraction after rise of Telangana as a state and sale of units is very much satisfactory.

Road BOT project:

OMIL has a 49% stake in BOT road project (Jaipur to Bhilwara via Malpura, Kekri & Shahpura). The cost of the project is 'INR 4.00 bn with INR 2.6 bn debt and INR 0.85bn VGF grant from Govt. OMIL's Equity investment in the project is INR 0.7 bn and concession period is 22 years. As per current trend of toll collection of last 4 months, target annual toll collection of this project is -300 mn and is expected to reach to -400 mn in upcoming years. The COD of the project has been achieved in December 2014 with some work left over which shall be completed in a month or so.

FUTURE OUTLOOK

Going ahead, the Company aims to further enhance its skill-sets, core strengths, capacity enhancement, Build a fleet of construction equipments to effectively and efficiently tackle even bigger and more complex projects in this niche space, within and outside India.

The Company plans to enter in the following new verticals

1. Agriculture / Food processing/ FMCG- Looking into major food parks

2. Ware housing and logistics

3. Oil and gas

4. Packaging and Manufacturing

5. EPC for Smart city and airports

The Company plans to

1. Enter Africa for Roads, Hydro, EPC, and Construction.

2. Enlarge global footprint through acquisitions and strategic Joint Ventures in the core business

3. Establish presence in varied structural steel design & fabrication works in bridges, large building constructions & heavy engineering works

4. Key & strategic real estate projects on very promising and vibrant locations India has the second largest potential in the world both in Hydro-electric power and irrigation. The government of India plans of River linking project which signals to huge scope for Om metals kind of work.

CHANGES IN NATURE OF BUSINESS, IF ANY

There have been no changes in the business carried on by the company or its subsidiaries.

DIVIDENDS

During the year, your directors are pleased to recommend a final dividend of Re. 0.20 per equity share of face value, of Re. 1 /- which is provided for in the accounts absorbing a sum of Rs. 232,04,340/- including corporate dividend tax of Rs. 39,43,578/ .if approved by the members in the ensuing Annual General Meeting.

The dividend payout for the year under review is in accordance with the Company's policy of consistent dividend pay out keeping in view the Company's need for capital, its growth plans and the intent to finance such plans through internal accruals to the maximum,

TRANSFER TO RESERVES

The Board of Directors proposes to transfer Rs. 1,55,00,000/- to General Reserve out of the amount available for appropriation.

CHANGES IN SHARE CAPITAL, IF ANY

The paid up Equity Share Capital as on March 31, 2015 was Rs.9,63 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted Employee Stock Options or Sweat Equity Shares.

INFORMATION ABOUT SUBSIDIARIES/JV/ASSOCIATE COMPANY

There has been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of Section 129(3).of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company as Annexure II.

Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

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

OM METALS CONSORTIUM PRIVATE LIMITED - This 100% subsidiary Company is developing a high end residential project on a very prime parcel of 19000 sq. mt. land at Jaipur. It has hired your company as EPC Contractor for structure building under architectural leadership of Studio 18, a renowned architecture firm of USA. The construction after some legal hurdle is in progress and scheduled for completion with in 24 month. The company has sub contracted the entire structural work to M/s Shapoorji Palonji.

OM METALS REAL ESTATE PRIVATE LIMITED -This 100% subsidiary is holding stakes in different SPV's and different subsidiaries for different projects in Hyderabad, Faridabad, and Jaipur. The development of all these projects is in some stages of clearances.

SKYWAVE IMPEX LIMITED - This 100% subsidiary is actively exploring agri and FMCG business.

PONDICHERRY PORT LIMITED - An SPV (Om metals has 50% stake) earmarked for the development of sea port in Pudducherry. After the non clearance of the project we have moved for arbitration proceedings.

SANMATIINFRADEVELOPER PRIVATE LIMITED - This SPV wherein we own 25% stake along with other stake holders Subhash Projects (25%) and Urban Infrastructure Trustees Ltd (UITL) (50%) is a holding company of Pondicherry SEZ Co. Ltd (PSEZCL). PSEZCL owns a multi product SEZ in Pudduchery where 840 acre land has been acquired and balance 26 acre is pending. After the non clearance of this project we have moved to court for legal proceedings.

BHILWARA JAIPUR TOLL ROAD PRIVATE LIMITED - This SPV where Om metals has 49% stake has done the development of the 212 km road project in Jaipur-Bhilwara Stretch on BOT basis and has already completed in December 2014 barring some extra work which are going on and shall be completed by June 2015. Om Metals is doing the entire EPC for this road project.

OM METALS-SPMLINFRAPROJECTS PRIVATE LIMITED - A 457 Cr Kalisindh Dam project in a SPV created with SPML infra on 50:50 basis is complete with some final leg work going on. Om Metals had been executing EPC contract for major work.

GURHA THERMAL POWER COMPANY LIMITED - This company as a 50% JV of Om Metals has a lignite based thermal project in Rajasthan. Some document formalities are pending from RRVNL (Rajasthan Rajya Vidyut Nig am Ltd.) which is keeping financial closure of the project on hold.

OM GAIMA PROJECTS PRIVATE LIMITED - This JV created with Spanian Company has no more business to do and we have processed to close this company.

PARTNERSHIPS /.TV's:

OM METALS CONSORTIUM ( Partnership firm) - This prestigious partnership firm for development of SRA project in Bandra Reclamation facing Bandra- Worli sea Link has completed the construction of the temporary transit camp .We have tied up with M/s Goregaon Hotel Pvt Ltd , a group company of D B Realty for complete development of the project.

OM METALS SPML JV - This .IV had bagged four projects from NHPC - Teesta HEP.Uri HEP, Charnera HEP and Parbati HEP and all of these projects have almost been completed.

OM METALS -JSC JV - This .IV has been executing Kaineng HEP and the project is scheduled to complete by next year.

OM METALS -SPML JOINT VENTURE - This JV has bagged the kutch dam project from Sardar Sarovar Nigam Ltd and the execution of this project has started.

OM RAY CONSTRUCTION JV - This SPV is executing EPC of one project in Karnataka.

SPML -OM METALS JV - This JV has submitted the bid for development of smart infrastructure in Vikram Udyogpuri at Ujjain.

SEW OM METALS JV - This JV has almost completed Sripad Sagar project in Andhra Pradesh.

SPML- OM METALS JV- This SPV is executing EPC of one project in karnataka. Subsideries of Om Metals Estate Private limited (Wholly owened sub sidery of the company):

OM METALS RATNAKAR PRIVATE LIMITED - This Company has 9467 sq ft office space in Prime and aesthetic NBCC plaza, Delhi purchased in this 100% subsidiary to house the entire corporate and business development affairs of the Group, is fully functional and contributing to expansion and diversification of the company in high potential areas.

OM METALS INFOTECH PRIVATE LIMITED - This Company has industrial land in Jaipur and we are exploring/expanding our work shop /fabrication facilities in a move to capacity addition for our upcoming projects.

OM AUTOMOTORS PRIVATE LIMITED - This Company has acquired office space at Jaipur. And the Jaipur related business activities are being handled from this office.

OM KOTHARI HOTELS PRIVATE LIMITED - During the last year the company purchased a plot for construction of flats. The construction of this project "Om Eternity" is going on and some units has already been sold.

OM METALS DEVELOPRS PRIVATE LIMITED - OMDPL (A SPV of OMIL where OMIL has 40 % stake) entered into a JV with Mahindra Life space for a residential project in Hyderabad. Mahindra owns 80% of the built-up area rights in the 10-acre premium residential project called 'Ashvita', and OMDPL holds the rights to the remaining area. The 20% share of built-up area under OMIL is 80000 sqft and expected realization is v4500/sq.ft.(0.36 Bn INR). The project is almost at completion stage and sale of units are progressing very satisfactorily.

OM HYDROMECH PRIVATE LIMITED - 3000 sq. mt. land in NCR near Delhi-Faridabad border has been bought from NKP Holding Private ltd. The land is suitable for corporate park and is presently being explored for setting up a factory for packaging product.

MAYURA CAPITAL ADVISORS PRIVATE LIMITED - This Company has Basement unit in Saket New Delhi for extended office purpose.

OM SENSATION PROPERTIES PRIVATE LIMITED - This Company owns agricultural land in Andhra Pradesh and our ownership in this company is 25%.

SANMATI BUILDCON PRIVATE LIMITED - JV for development of a hotel project 33 acre approx land is owned by this company in Sohna dist Gurgaon (Haryana) and we own 33.33% in this company.

The Board of Directors of the Company has adopted the policy for the material subsidiaries, which is available on the website of the company at http://www.ommetals.com/sites/default/files/Policy% 20on% 20 Material%20 Subsidiaries.pdf

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

Companies which became / ceased to be Company's Subsidiaries, Joint Ventures or Associate Companies:

1. Companies which have become subsidiaries during the financial year 2014-15: Sky waves IPEX Limited

2. Companies which has ceased to be joint venture or associate during the financial year 2014-15: Om Metals Auto Private Limited

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

MEETINGS OF THE BOARD OF DIRECTORS

Nine meetings of the Board of Directors were held during the year, For further details, please refer to the corporate governance report, which forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 fire Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure I to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of board of Directors and KMP of the company during the year 2014-15 is as under:

S. No. Name Designation Date of change Date of original in designation appointment

1. Shri Chandra Prakash Chairman 22/08/2014 1/10/1994 Kothari

2. Shri Dharam Prakash Managing Director 22/08/2014 1/10/1994 Kothari

3. Shri Sunil Kothari Joint Managing 28/03/2015 22/08/2014 Director

4. Shri Vikas Kothari Executive Director 28/03/2015 28/ 03/2015 President

5. Smt. Ranjana Jain Independent Director 28/03/2015 28/03/2015

6. Shri P. C. Jain Independent Director 30/09/2014 15/07/2001

7. Shri Sukmal Jain Independent Director 30/09/2014 30/05/2013

8. Shri Devinder Gulati Independent Director 30/09/2014 09/07/2013

9. Shri Sunil Kumar Jain Chief Financial 28/03/2015 01/04/2009 Officer

10. Smt. Reena Jain Company Secretory ---- 01/03/2008

S. No. Name Date and Mode of Cessation

1. Shri Chandra Prakash Kothari ----

2. Shri Dharam Prakash Kothari ----

3. Shri Sunil Kothari Joint ----

4. Shri Vikas Kothari ----

5. Smt. Ranjana Jain ----

6. Shri P. C. Jain ----

7. Shri Sukmal Jain ----

8. Shri Devinder Gulati ----

9. Shri Sunil Kumar Jain ----

10. Smt. Reena Jain ----

Mr. Sunil Kumar Jain, Chief Financial Officer of the company has been designated as key managerial personnel of the Company as required by section 203 of the Companies Act, 2013.

Mr. Vikas Kothari was appointed as an Additional Director and Whole Time Director for the period of 3 years with effect from March 28, 2015. Mr. Sunil Kothari retires by rotation at ensuing Annual General Meeting & being eligible has offered himself for re-appointment.

INDEPENDENT DIRECTORS AND DECLARATION

Mr. P. C. Jain, Mr. Sukmal Jain, and Mr. Devinder Gulati have been appointed as the independent directors of the Company as per Section 149(10) of the Companies Act, 2013 on 30/09/2014 for a term of 5 years. Mrs. Ranjana Jain was also appointed as Independent Director of the Company on 28th March, 2015.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (7) of the Act and Clause 49 of the Listing Agreement.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49")- 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, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings 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 reviewed & evaluated the performance of non-independent directors, board as a whole, Managing Director & the Chairman taking into account the views of executive directors and non-executive directors & criteria laid down by the nomination & remuneration committee.

The policy of the familiarization programmers of Independent Directors are put up on the website of the Company at the link: http://www.ommetals.com/sites/default/files/familiarisation%20 programme.pdf

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Company's Nomination and Remuneration Committee comprises of three Non- executive Directors.

Name of the Director Position held in the Committee Category of theDirector

Mr. Sukmal Jain Chairman Non Executive Independent Director

Mr. P.C. Jain Member Non Executive Independent Director

Mr. Devinder Gulati Member Non Executive Independent Director

Terms of Reference:

a) To formulate a criteria for determining qualifications, positive attributes and independence of a Director.

b) Formulate criteria for evaluation of Independent Directors and the Board.

c) Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

d) To carry out evaluation of every Director's performance.

e) To recommend to the Board the appointment and removal of Directors and Senior Management.

f) To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

g) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

h) To devise a policy on Board diversity.

i) To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification, amendment or modification, as may be applicable. j) To perform such other functions as may be necessary or appropriate for the performance of its duties.

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other 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.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees. The Non Executive Directors are paid sitting fees for each meeting of the company attended by them.

The policy under sub section (3) of section 178 of the Companies Act, 2013, adopted by board is appended as Annexure IV to the Board's Report.

The Remuneration to Executive Directors and KMP are in affirmation of the Nomination and Remuneration Policy.

AUDIT COMMITTEE:

According to Section 177 of the Companies Act, 2013 the Audit Committee is comprised of the following directors:

Name of the Director Position of held in the committee Catogery of the Director

Mr. Devinder Gulati Chairman Non Executive Independent Director

Mr. Chandra prakash Kothari member Executive director

Mr. P. C. Jain Member Non Executive Independent Director

Mr. Sukmal jain Member Non Excutive Independent Director

AUDITORS

AUDITORS

At the Annual General Meeting held on September 30, 2014, M/s M.C. Bhandari & Co., Chartered Accountants, were appointed as Statutory auditor bearing ICAI Registration No. 303002E, to hold the office till the conclusion of the Annual General Meeting to be held in the year 2017. In terms of the first proviso to the Section 139 of the Companies Act 2013, the appointment of the auditors shall be placed for ratification at ensuing Annual General Meeting.

AUDITORS' REPORT

The Auditors' Report to the members on the Accounts of the Company for the financial, year ended March 31, 2015 does not contain any qualification, reservations or adverse remarks. The Notes to the Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation.

SECRETARIAL AUDITOR

M/s JAKS and Associates, Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2014- 15 as required under the Companies Act, 2013 and rules made thereunder. The report does not contain any qualification, reservations or adverse remarks. The Secretarial Audit report for FY 2014-15 forms part of the Annual Report as Annexure V to the Board's Report.

COST AUDITOR

M/s. M.Goyal & Co., Cost Accountants, were appointed as the Cost Auditor of the Company for the period ended March 31, 2015.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.

The said policy has been also put up on the Website of the Company at the following link http://www.ommetals. com/sites/default/files/ Vigil%20Mechnasim%20policy.pdf

RISK MANAGEMENT

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of Annual report.

LOANS, GUARANTEES AND INVESTMENTS

The Company being engaged in the business of providing infrastructural facilities hence in terms of Section 186 (1 l)(a) the provisions of Section 186 except sub-section (1) are not applicable to the Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and.were in the ordinary course of business and approval of the Board of Directors & shareholders was obtained wherever required. Further all the necessary details of transaction entered with the related parties are attached herewith in Form No. AOC-2 for your kind perusal and information. (Annexure VII) The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http www.Ommental. Com /sites/defult/ Related%20 Policy. pdf

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year and Annual Report on CSR Activities are set ou t in Annexure III of this Report The policy is available on the website of the Company.

EXTRACTS OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information. (Annexure: VI)

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 are given below:

A) Remuneration paid to Managing and Whole Time Directors

Directors of the Company Remuneration in Remunera- tion in % Ratio to Median FY 2014-15 (2013-14 (Rs. In Lacs) increase/ decrease remun- eration Rs. In Lacs) in remune- ration

Mr.C.P.Kothari 82.80 58.04 42.66 92.00

Mr. P.P. Kothai 72.80 48.86 48.99 80.89

Mr. Sunil Kothari 84.00* 5068 68.86 93,33

Mr. Vikas Kothari** (w.e.f 28.03.2015) - - - N.A.

- Based on Annualized Salary

-- Since this information is for part of the year, the same is not comparable.

B) Remuneration paid to KMPs

KMPs of the Company Remunera- tion in Remuneration % increase/ in FY 2014-15 decrease in Ratio to FY 2014-15 (Rs. In 2013-14 (Rs. In Lacs) In remuner- ation Lacs) remune- ration

Mr. Sunil Kumar Jain 6.00 6.00 0 6.67

Mrs. Reena Jain 3.45 2.81 22.77 3.83

C) The median remuneration of employees was Rs. 90000 in financial year 2014-15 and Rs. 86400 in financial year 2013-14. There was increase 4.2% in MRE in financial year 2014-15 of as compared to financial year 2013-14.

D) Number of permanent employees on the rolls of Company was 255 employees as on 31.03.2015.

E) The total Turnover of the Company declined during the financial year 2014-15 as compared to financial year 2013-14 by 29.75 % and the net profit declined by 24.06%. The decline in Turnover and Profit is due to the reason that new projects of the company were at the initial stage and will generate the turnover and profits in coming years.

F) The aggregate remuneration of the employees was increased by 33.01 % over the previous financial year.

G) The increase in total remuneration of managing directors and whole-time directors and KMPs was 49.68% over the previous financial year.

H) The total revenue decline by 29.75 % but the increase in remuneration is in line with the market trends.

I) Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Mr C.P Mr. D.P Mr.Sunil Mr.Vikas Mrs. jain Mrs. Reena Kothari, Kothari, Kothari, Kothari, Jain, Chief Financial Chairman Managing Joint Managing Whole Time Officer Company Direc- tor Direc- tor* Direc- tor** Secre- tary

Remune- ration in FY 82.80 72.80 84,00 -- 6.00 3.45 15 (in Lakhs)

Revenue (in Lakhs) 222.19

Remune- ration as % 0.37 0.32 -- 0.02 0.01 of Revenue

Probit before Tax 3478.65

(PBT) (in Lakhs)

Remune- ration (as % 2.38 2.09 -- 0.17 0.09 of PBT)

- Based on Annualized Salary

-- Since this information is for part of the year, the same is not comparable.

J) Variations in the market capitalization of the Company, price earnings ratio at the closing date of the current financial year and previous financial year

Particulars March 31.2015 March 31.2014 %Changg

Market Capitalization (in 37221.42 9260.76 93.25 Lakhs)

Price Earning Ratio 12.80 5.04 153.97

K) The closing share price of the Company at BSE and NSE on 31st March, 2015 being Rs. 38.65/- and Rs.38.55/- respectively per equity share of face value of Re. 1/- each has decreased since the last offer for sale made in the year 1995 (Offer Price was Rs. 50/- per equity share of face value of Rs. 10/- each )

L) Average Salary increase of non-managerial employees was 5.37% and that of managerial employees 49.68% in financial year 2014- 15. The average % increase for managerial personnel is higher as their salaries were lower as compared to the benchmark data.

M) No Director received any variable component of remuneration in the financial year 2014-15.

N) None of the employees, who are not directors but receive remuneration in excess of the highest paid director during the year

O) Remuneration paid during the year ended 31st March, 2015 is as per the Remuneration Policy of the Company.

PERSONNEL

The Labour Management relation has been cordial during the year under review.

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and RedressaD Act. 2013

The Company has in place a Policy for Prevention of Sexual Harassment at Workplace as per requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No Complaint has been received during the year ended 31st March, 2015 in this regard.

LISTING

The Equity Shares of the Company continue to remain listed with the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). The listing fees payable to the exchanges for the financial year 2014-15 have been paid.

EXTERNAL RATING

CARE has assigned ratings symbol ofA minus & PR1 to company and company has accepted it.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forms part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a well-defined Internal Control system which is adequate and commensurate with the size and nature of business. Clear roles, responsibilities and authorities, coupled with internal information systems, ensure appropriate information flow to facilitate effective monitoring. Adequate controls are established to achieve efficiency in operations, optimum utilization of resources and effective monitoring thereof and compliance with applicable laws. An exhaustive programmed of internal audits, including all Branches of the Company all over India, review by management, and documented policies, guidelines and procedures, supplement the internal control system.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal audit function. No reportable material weakness in the design or operation was observed.

CORPORATE GOVERNANCE

Your Company has been followings principles of good Corporate Governance Practices over the years. Your Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance along with certificate from the Auditors confirming compliance is annexed forms part of the Annual Report.

Details of litigations pending or significant or matejMjarders which were passed by the Regulators or Courts or Tribunals is provided under Independent Auditor's Report

DEPOSITS

The company has not accepted any Fixed Deposits and, as such, no amount of principle or interest was outstanding as of the Balance Sheet date.

ACKNOWLE DGEMENTS

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 all employees to the Company.

On Behalf of the Board of Directors

D. P. Kothari Sunil Kothari

Managing Director Jt. Managing Director

DIN: 00200342 DIN:00220940

Date: 30th May, 2015

Place: Delhi

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting 42nd Annual Report and audited accounts of the Company for the year ended 31st March, 2014.

RESULTS OF OPERATION

(Rs. In Lacs)

Particulars Year Ended March 31, 2014 2013 Audited Audited

Total Turnover 33938.07 37491.87

Operating Profit (EBITDA) 6419.12 7177.63

Financial Charges 911.13 1827.57

Depredation 770.10 1007.96

Profit before Tax 4737.89 4342.10

Provision for Taxes 911.83 1138.29

Profit after Tax 3826.06 3203.81

Add: Profit brought forward 20285.26 15451.77 from previous year

Profit available for 24111.32 18655.57 appropriation

Retained Profit carried 23730.98 18461.45 forward to the next year

BUSINESS

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 your Company to evaluate various opportunities in the different business verticals in which your Company operates. Your Company currently has several projects under implementation and continues to explore newer opportunities, both domestic 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.

At present your Company operates in three business sectors- Heavy Engineering cum construction, Real Estate and Infrastructure Projects.

The Company has reported a Profit before Tax (PBT) of Rs.4737 Lacs, as against Rs.4342 Lacs in the previous year.

DIVISIONAL ANALYSIS

ENGINEERING DIVISION

The Turnover of this division this year is Rs. 292.47 Crore and profit is Rs 35.02 Crore against Turnover of Rs 353.75 Crore & profit is Rs 29.07 in the last year. The Engineering Division focuses on turnkey engineering procurement and construction contracts for Hydro mechanical equipment for Hydro Power and Irrigation projects. The Company post qualification in civil work for dam will qualify for complete EPC for dam except EM package and shall address a larger share of hydro power project. This is a feat for diversifying In the civil construction space and the Company will not have to take recourse to civil companies for meeting PQ norms for bidding In civil space. The Company is now all geared up to encash the burgeoning opportunities in executing complete EPC contract in the space of H M components and civil structure as well for Hydro projects of 38000 MW power generation planned in next 10 years by GOI. The projects in Hydro power space Involve multifarious activities viz. civil construction, electromechanical component and Hydro mechanical equipments. The company also doing EPC for road project and this will further Increase the addressing area in infra space.

REAL ESTATE, HOTELS AND MULTIPLEX

The Turnover of this division this year is Rs.21.49 Crore and profit Is Rs.3.24 Crore against Turnover of Rs. 18.67 Crore & profit is Rs.2.97 Crore in the last year.

The turnover from hotel Om Tower in Jaipur and Multiplex In Kota remained at same levels. With the revival in economical growth -revenue Is expected to increase beyond by increasing domestic and International tourism ahead. Though in real estate front we have not seen any major revenue generation but we are striving to Identify very lucrative and locational advantageous project in NCR region

The construction on premium and prestigious land in Jaipur for developing state of the art high end residential apartments "PALACIA" is going on smoothly. Top notch agencies have been hired In every field for timely completion of project.

In Mumbai Bandra project-Post CRZ and MOEF clearance -other statutory clearance and extensions from SRA and other different agencies are on fast track and we have successfully constructed the temporary transit camps for shifting slum dwellers and this will pave the way to begin construction activities of rehab apartments and commercially roll out sellable apartments in Bandra Reclamation- A project initiated by MHADA. We are eyeing for a brand tie up for this project.

FUTURE PLANS

Going ahead, the Company aims to further enhance its skill-sets, core strengths, capacity enhancement. Build a fleet of construction equipments to effectively and efficiently tackle even bigger and more complex projects in this niche space, within and outside India.

The Company is all geared up to encash the burgeoning opportunities in the Hydro Mechanical segment and utilize the PQ earned from Kalisindh project in Civil space by providing turnkey solution in civil as well as Hydro mechanical space to minimum 38, 000 MW additional Hydel power generation planned in next 10 years by GOI.

Gurha Thermal Project - lignite based thermal project - we have acquired land and executed PPA. The work of financial closure is on track and we will start execution after finalizing EPC contractor,

OTHER REAL ESTATE PROJECTS IN DIFFERENT SPV''S ARE DISCUSSED IN SUBSIDARY SECTION.

APPROPRIATIONS

DIVIDENDS

During the year, the directors had declared and paid interim dividend of Rs.0.10 per share In March, 2014. The Directors recommend a final dividend of Rs. 0.10 per share making in all Rs. 0.20 per share as dividend for the year.

The dividend pay out for the year under review Is in accordance with the Company''s policy of consistent dividend pay out keeping in view the Company''s need for capital, its growth plans and the intent to finance such plans through internal accruals to the maximum.

TRANSFER TO RESERVES

The Board of Directors proposes to transfer Rs 15500000 to General Reserve in accordance with the Companies (Transfer of Profit to Reserves) Rules, 1975.

SUBSIDIARIES

OM METALS CONSORTIUM PVT LTD. -This 100% subsidiary Company Is developing a high end residential project on a very prime parcel of 19000 sq mt land at Jaipur. It has hired your company as EPC Contractor for structure building under architectural leadership of Studio 18, a renowned architecture firm of USA. The construction after some legal hurdle is in progress and scheduled for completion with in 24 month. The company has sub contracted the entire structural work to Shapoorji Palonji

OM METALS REAL ESTATE PVT. LTD. - This 100% subsidiary Is holding stakes in different SPV''s for different projects in Hyderabad, Faridabad, and Jaipur. The development of all these projects is in some stages of clearances.

Step Subsidiaries/Associates

OM METALS RATNAKAR PVT LTD. - a Step subsidiary 9467 sq ft office space in Prime and aesthetic NBCC plaza, Delhi purchased in this 100% subsidiary to house the entire corporate and business development affairs of the Group, is fully functional and contributing to expansion and diversification of the company in high potential areas,

OM AUTOMOTORS PRIVATE LIMITED: a Step subsidiary- This Company has acquired office space at Jaipur,

OM KOTHARI HOTELS PRIVATE LIMITED: a Step subsidiary -During the last year the company purchased a plot for construction of flats. The construction will start soon on this,

OM METALS DEVELOPER PVT LTD. - Post development agreement with Mahindra life space for residential housing project at Hyderabad on 25:75 basis-the developer has launched the project under the Project name "Ashvita" .We have revised the development agreement on area share on some advance consideration for 5% space rights to Mahindra life space and now existing sharing ratio is 20:80. The sale of units is seeing satisfactory response.

OM SHIVAV REAL ESTATE PVT. LTD. - Minor litigation In this project Is nearing end and DRT has ordered Indian Bank to cancel sale and refund the amount with Interest to auction purchaser. We have requested Indian bank to abide by the DRT order.

OM HYDROMECH (P) LTD. - 3000 sq. Mt land in NCR near Delhi-Faridabad border has been bought from NKP holding Private ltd. The land is suitable for corporate park and Is adjacent to the land owned by our associate Om Shivay Real estate (P) Ltd.

OM SENSATION PROPERTIES (P) LTD. - This Company owns agricultural land in Andhra Pradesh and our ownership in this company is 25%.

SANMATI BUILDCON (P) LTD. - 33 acre approx land is owned by this company in Sohna dist Gurgaon (Haryana) and we own 33.33% in this company.

PARTNERSHIPS

OM METALS CONSORTIUM ( Partnership firm) - This prestigious partnership firm for development of 5RA project in Bandra Reclamation facing Bandra- Worli sea Link has completed the construction of the temporary transit camp .We are in final talk with local reputed developers for Joint development of the project.

OTHER SPV''S

PONDICHERRY PORT LTD. - An SPV earmarked for the development of sea port in Pudducherry. After the non clearance of the project we have moved for arbitration proceedings.

SANMATI INFRADEVELOPER PVT LTD. - This SPV wherein we own 25% stake along with other stake holders Subhash Projects (25%) and Urban Infrastructure Trustees Ltd (UITL) (50%) is a holding company of Pondicherry SEZ Co. Ltd (PSEZCL). PSEZCL owns a multi product SEZ in Pudduchery where 840 acre land has been acquired and balance 26 acre is pending. After the non clearance of this project we have moved to court for legal proceedings.

BHILWARA JAIPUR TOLL ROAD PVT LTD. - The construction of the 212 km road project in Jaipur-Bhilwara Stretch is in very advance stage of progress and the completion is expected by the end of October 2014. Grant for Viability Gap funding is in process and we have availed majority of it by May 2014. Om Metals is doing the entire EPC for this road project.

OM METALS-SPML INFRAPROJECTS PVT LTD. - A 457 Cr Kalisindh Dam project in a SPV created with SPML infra on 50:50 is running in full swing and Om Metals has been executing EPC contract for major work. The project is nearing completion.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 49 of the listing agreement with stock Exchanges, the consolidated financial statements of the Company are attached with the Annual Accounts of the Company.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors'' report. Balance Sheet, and Profit and Loss account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2013-14 does not contain the financial statements of our subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at our registered office in Jaipur, India.

The investment in significant associates like Om Metals Consortium, Om Metals Consortium (P) Ltd., Om Ray JV, OMIL-JSC JV, Pondicherry Port Ltd., Sanmati Infradeveloper Pvt. Ltd., Bhilwara Jaipur Toll Road (P) Ltd., Om Metals SPML Infraprojects (P) Ltd. etc. have been treated as per AS 27 and AS 23 and accordingly have been consolidated in financial statements in compliance with AS.

The consolidated financial statement of the Company pursuant to AS 23 and AS 27 have been prepared and attached.

DIRECTORS

Mr. Sunil Kothari has resigned as Whole-time Director of the Company w.e.f. 22nd March, 2014.

The Board places on record their appreciation for the valuable guidance and services rendered by Shri Sunil Kothari as a Whole-time Director of the Company.

During the year Mr. Sukmal Jain and Mr. Devinder Gulati has been appointed as an independent directors of the Company, however in accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors are seeking the appointment of Mr. P. C. Jain, Mr. Sukmal Jain and Mr. Devinder Gulati as Independent Directors for 5 (Five) consecutive years for a term up to the conclusion of the 47thAnnual General Meeting of the Company In the calendar year 2019.

The Company has received the requisite disclosures/declarations from Mr. P.C. Jain, Mr. Sukmal Jain and Mr. Devinder Gulati as required under Section 149 and other applicable provisions of the Companies Act, 2013

AUDITOR

M/s M.C, Bhandari & Co., Chartered Accountants, Statutory auditor bearing ICAI Registration No. 303002E, M/s B. Khosla & Co. Chartered Accountants, Branch Auditor of Hotel Division and M/s Milind Vijayvargiya & Associates Chartered Accountants, Branch Auditor of Engg. & Real State Division is proposed to be appointed as Auditor and Branch Auditors of the Company respectively from the conclusion of the ensuing Annual General Meeting till the conclusion of the third Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every AGM held after the ensuing AGM.

AS required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s M.C. Bhandari & Co, M/s B. Khosla & Co. and M/s Milind Vijayvarglya & Associates to such appointment and also a certificate to the effect that their appointment, if made, would be In accordance with Section 139 of the Companies Act, 2013 and the rules made there under, as may be applicable.

AUDITORS'' REPORT

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended March 31,2014 does not contain any qualification

The Notes to the Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation.

PARTICULARS OF TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY AND FOREIGN EXCHANGE EARNING AND OUTGO

As required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) absorption, conservation of energy and foreign exchange earnings and outgo are set out in Annexure A to the Directors Report.

PARTICULARS OF EMPLOYEES

As required under the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in Annexure ''A'' to this report,

PERSONNEL

The Labour Management relation has been cordial during the year under review.

LISTING

The Equity Shares of the Company continue to remain listed with the National Stock Exchange and Bombay Stock Exchange (BSE). The listing fees payable to the exchanges for the financial year 2013-14 have been paid. The Company is also listed on Delhi Stock Exchange.

EXTERNAL RATING

CARE has assigned ratings symbol of A & PR1 to company and company has accepted it.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your directors confirm that:

(i) in the preparation of account for the period ended March 31, 2014 the applicable Accounting Standards had been followed and that there are no material departures;

(ii) The directors had 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 year end of the financial year and of the profit of the Company for that period,

(iii)The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The accounts for the period ended March 31,2014 are on a going concern basis.

CEO/CFO CERTIFICATION

The Managing Director and Chief Financial Officer of the Company have submitted certificate to the Board as required under Clause 49 of the Listing agreement for the year ended 31st March, 2014.

UNCLAIMED DIVIDEND

Section 205 of the Companies Act, 1956, mandates that companies transfer dividend that has been unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (lEPF). In accordance with the following schedule, the dividend for the years mentioned as follows, if unclaimed within a period of seven years, will be transferred to lEPF.

The Company is sending periodic communication to the concerned shareholders, advising them to lodge their claims with respect to unclaimed dividend. Shareholders are cautioned that once unclaimed dividend is transferred to lEPF, no claim shall lie in respect thereof with the Company,

TRANSFER TO INVESTOR PROTECTION FUND ACCOUNT

Transfer to Investor Education and Protection Fund (lEPF) The Company has, during the year under review, transferred a sum of Rs.150607/- to Investor Education and Protection Fund, in compliance with the provisions of erstwhile Section 205C Of the Companies Act, 1956 on 25.11.2013 and a sum of Rs. 108030/- on 07.05.2014. The said amounts represents dividend for the financial year 2005-06 and for the financial year 2006-07 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment

CORPORATE WEBSITE

The website of the company, www.ommetals.com carries a comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard projects, financial performance of your Company and others.

MANAGEMENT ANALYSIS AND DISCUSSION REPORT

Management Analysis and Discussion Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, Is presented in a separate section forming part of the annexure B to the Directors Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has a well-defined Internal Control system that is adequate and commensurate with the size and nature of business. Clear roles, responsibilities and authorities, coupled with internal information systems, ensure appropriate information flow to facilitate effective monitoring. Adequate controls are established to achieve efficiency in operations, optimum utilization of resources and effective monitoring thereof and compliance with applicable laws. An exhaustive programme of internal audits, including all Branches of the Company all over India, review by management, and documented policies, guidelines and procedures, supplement the internal control system,

The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal audit function.

CORPORATE GOVERNANCE

Your Company has been practicing principles of good corporate governance practices over the years. Your Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance along with certificate from the Auditors confirming compliance is annexed and forms part of the annexure C to the Directors'' Report.

JOINT VENTURES & FOREIGN COLLABORATIONS .

Foreign Collaboration

* JSC Ukr Hydro Mech, Ukraine

Domestic JVs

OMIL JSC JV This JV is executing project for NEEPCO in Kameng HE Project.

OM METALS SEW JV: This JV created for project In Sripad sagar (AP) has been executing project in full swing.

DEPOSITS

During the year under review, your Company has not accepted any deposits from Public under Section 58A of Companies Act, 1956.

ACKNOWLEDGEMENTS

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 all employees to the Company.

On Behalf of the Board of Directors Sd/-

(Shri C. P. Kothari) Managing Director Regd. Office:

J-28, Subhash Marg,

C-Scheme, Jaipur

Date:30th MAY,2014

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting 41st Annual Report and audited accounts of the Company for the year ended 31st March, 2013.

RESULTS OF OPERATION

(Rs. In Lacs) Particulars Year Ended March 31,

2013 2012 Audited Audited

Total Turnover 1137491.87 1121744.12

[Operating Profit (EBITDA) 7076.35 116461.92

[Financial Charges 827.57 12370.94

Depreciation 1007.96 217.76

Profit before Tax 114342.10 112873.22

Provision for Taxes 138.29 470.86

[Profit after Tax 3203.81 2402.35

Add : Profit brought forward from previous year 15451.77 13281.34

Profit available for appropriation 18655.57 15683.69

Retained Profit carried forward to the next year 18461.45 15451.77

Business

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 your Company to evaluate various opportunities in the different business verticals in which your Company operates. Your Company currently has several projects under implementation and continues to explore newer opportunities, both domestic 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.

At present your Company operates in three business sectors- Heavy Engineering cum construction, Real Estate and Infrastructure Projects.

The Company has reported a Profit Before Tax (PBT) of Rs.4342 lacs, as against Rs.2873 lacs in the previous year.

DIVISIONAL ANALYSIS

ENGINEERING DIVISION

The Turnover of this division this year is Rs. 353.75 crore and profit is Rs 29.07 crore against Turnover of Rs 183.65 crore & profit is Rs 18.03 in the last year. The Engineering Division focuses on turnkey engineering procurement and construction contracts for Hydro mechanical equipment for Hydro Power and Irrigation projects. The Company post qualification in civil work for dam will qualify for complete EPC for dam except EM package and shall address a larger share of hydro power project. This is a feat for diversifying in the civil construction space and the Company will not have to take recourse to civil companies for meeting PQ norms for bidding in civil space. The Company is now all geared up to encash the burgeoning opportunities in executing complete EPC contract in the space of H M components and civil structure as well for Hydro projects of 38000 MW power generation planned in next 10 years by GOI. The projects in Hydro power space involve multifarious activities viz. civil construction, electromechanical component and Hydro mechanical equipments, the company also doing EPC for road project and this will further increase the addressing area in infra space.

REAL ESTATE, HOTELS AND MULTIPLEX

The Turnover of this division this year is Rs.33.79 crore and profit is Rs 6 crore against Turnover of Rs 8.66 crore & profit is Rs 2.13 crore in the last year.

The turnover from hotel Om Tower in Jaipur and Multiplex in Kota remained at same levels. With the revival in economical growth -revenue is expected to increase buoyed by increasing domestic and international tourism ahead.

Though in real estate front we have not seen any major revenue generation but we launched another residential project Om Urban Heights" the response of which is very motivating.

The company has started construction on premium and prestigious land in Jaipur for developing state of the art high end residential apartments. Top notch agencies have been hired in every field for timely completion of project.

In Mumbai bandra project-Post CRZ and MOEF clearance - other statutory clearance and extensions from SUA and other different agencies are on fast track and we have successfully constructed the temporary transit camps for shifting slum dwellers and this will pave the way to begin construction activities of rehab apartments and commercially roll out sellable apartments in Bandra Reclamation- A project initiated by MHADA.

Future plans

Going ahead, the Company aims to further enhance its skill-sets, core strengths, capacity enhancement, Build a fleet of construction equipments to effectively and efficiently tackle even bigger and more complex projects in this niche space, within and outside India.

The Company is all geared up to encash the burgeoning opportunities in the Hydro Mechnical segment and utilise the PQ earned from Kalisindh project in Civil space by providing turnkey solution in civil as well as Hydro mechanical space to minimum 38, 000 MW additional Hydel power generation planned in next 10 years by GOI.

The consortium formed between the company and SPML Infra remained LI and has been awarded a LOI for development of 70 MW lignite based thermal project in Rajasthan.

The lease income from Inox is continuing in Multiplex & hotel in Jaipur is doing satisfactory business and we are confidante of surge in tourism industry.

OTHER REAL ESTATE PROJECTS IN DIFFERENT SPV''S ARE DISCUSSED IN SUBSIDARY SECTION.

Liquidity

The proceeds from the allotment of 2,00,00,000 shares at Rs.60/share to QIB''s (Qualified Institutional Buyers) was partly utilized in capacity expansion in Engineering division and real estate developments. The partial proceeds have been invested in Subsidiary company and liquid funds and we are awaiting potential overseas/domestic Business acquisition opportunity to utilize the available credit limits.

Out strong cash flows enable us to manage financial and business risks.

APPROPRIATIONS

Dividends

During the year under review, your directors had declared and paid interim dividend of Rs.0.10 per share in March, 2013. The Directors recommend it to treat as final dividend.

The dividend pay out for the year under review is in accordance with the Company''s policy of consistent dividend pay out keeping in view the Company''s need for capital, its growth plans and the intent to finance such plans through internal accruals to the maximum.

TRANSFER TO RESERVES

The Board of Directors proposes to transfer Rs 8219619 to General Reserve in accordance with the Companies (Transfer of Profit to Reserves) Rules, 1975.

Subsidiaries

OM Metals Consortium Pvt Ltd. - This 100% subsidiary Company is developing a high end residential project on a very prime parcel of 19000 sq mt land at Statue circle Jaipur. It has hired your company as EPC Contractor for structure building under architectural leadership of Studio 18, a renowned architecture firm of USA. the construction is in progress and scheduled for completion with in 36 month. The company has sub contracted the entire structural work to shapoorji Palonji

OM Metals Real Estate Pvt. Ltd..This 100% subsidiary is holding stakes in different SPV''s for different projects in Hyderabad, Faridabad, Jaipur. The development of all these projects are in some stages of clearances.

Step Subsidiaries/Associates

Om Metals Ratnakar Pvt Ltd. - a step subsidiary 9467 sq ft office space in Prime and aesthetic NBCC plaza, Delhi purchased in this 100% subsidiary to house the entire corporate and business development affairs of the Group, is fully functional and contributing to expansion and diversification of the company in high potential areas.

Om Hydromech Pvt. Ltd. a step subsidiary - A long pending legal matter for land with uncleared title in Bhilai which was purchased from Bank of baroda has been over and we have received back the consideration amount with interest.

Om Automotors Private Limited: a step subsidiary- This company has acquired office space at Jaipur. Om Kothari Hotels Private Limited : a step subsidiary -During the year the company purchased a plot for construction of flats. The approval of map is pending with UIT , Kota.

Om Metals Developer Pvt Ltd. - Post development agreement with Mahindra life space for residential housing project at Hyderabad on 25:75 basis-the developer has launched the project under the Project name "Ashvita'' .We have revised the development agreement on area share on some advance consideration for 5% space rights to Mahindra life space and now existing sharing ratio is 20:80.

OM Shivay Real Estate Pvt. Ltd. With the completion of the flyover at Badarpur near Faridabad, the traffic congestion has gone down considerably. And it has also eased the accessibility to the plot nearby. Minor litigation on the verge of the final hearing in local court.

NKP holding (P) Ltd._3000 sq. Mt land in NCR near Delhi-faridabad boarder is in possession with the company where we hold 50% ownership through OREPL. The land is suitable for corporate park and is adjacent to the land owned by our associate Om Shivay Real estate (P) Ltd.

Om Sansation Properties (P) Ltd._This company owns agricultural land in andra Pradesh and our ownership in this company is 25%. Sanmati Buildcon (P) Ltd._33 acre appx land is owned by this company in sohna dist gurgaon (Haryana) and we own 33.33% in this company.

Partnerships,

OM Metals Consortium-_This prestigious partnership firm for development of SRA project in Bandra Reclamation facing Bandra-Worli sea Link has completed the construction of the temporary transit camp .We are in negotiations with local reputed developers for Joint development of the project.

Other SPV''s.

Pondicherry Port Ltd. An SPV earmarked for the development of sea port in Pudducherry. All the statutory approvals when in place shall enable the company start the project.

Sanmati Infradevcloper Pvt Ltd. - This SPV wherein we own 25% stake along with other stake holders Subhash Projects (25%) and Urban Infrastructure Trustees Ltd (UITL) (50%) is a holding company of Pondicherry SEZ Co.Ltd( PSEZCL). PSEZCL owns a multi product SEZ in Pudduehery where 840 acre land has been acquired and balance 26 acre is pending. We are awaiting formal notification from Ministry of Commerce

Bhilwara Jaipur Toll Road Pvt Ltd._The construction of the 212 km road project in Jaipur-Bhilwara Stretch is in very advance stage of progress and the completion is expected by the end of October 2013.We are initiating for time extension from PWD Rajasthan on some non fulfillment of grounds by PWD. Grant for Viability Gap funding is in process and we have avail part of it by June 2013. Om metals is doing the entire EPC for this road project.

OM Metals-SPML Infraprojects Pvt Ltd. A 457 cr Kalisindh Dam project in a SPV created with SPML infra on 50:50 is running in full swing and Om Metals has been executing EPC contract for major work. The time extension for this project has been awarded by the project authority.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 49 of the listing agreement with stock Exchanges, the consolidated financial statements of the Company are attached with the Annual Accounts of the Company.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors'' report, Balance Sheet, and Profit and Loss account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2012-13 does not contain the financial statements of our subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at our registered office in Jaipur, India.

The investment in significant associates like Om Metals Consortium, Om Metals Consortium (P) Ltd., Om Ray JV, OMIL-JSC JV, Pondicherry Port Ltd., Sanmati Infradeveloper Pvt. Ltd., Bhilwara Jaipur Toll Road (P) Ltd., Om Metals SPML Infraprojects (P) Ltd. have been treated as per AS 27/23 and accordingly have been consolidated in financial statements in compliance with AS.

The consolidated financial statement of the Company pursuant to AS 23 and AS 27 have been prepared and attached.

Directors

In accordance with the provisions of sections 255 and 256 of the Companies Act, 1956 and the Articles 61 of the Articles of Association of the Company Shri Prakash Chand Jain retires by rotation at the ensuing AGM of the Company and being eligible offer themselves for re-appointment.

Shri Chandra Prakash Kothari was appointed as Managing director of the Company for a period of 5 years. The Board considered that it would be in the interest of the Company to reappoint Shri Chandra Prakash Kothari as Managing Director for next five year w.e.f. 1.09.2013

Shri Dharam Prakash Kothari, executive director of the Company has a vast experience in production field as well as in general management and business development. He was appointed as whole time director of the Company for a period of 5 years.

The Board considered that it would be in the interest of the Company to reappoint Shri Dharam Prakash Kothari as Whole-time Director for next five year w.e.f. 16.09.2013

During the year, Shri Kamal Kumar Chandwar, non executive independent director resigned from the Company for personal reasons w.e.f. 12th January, 2013. He was also member of Audit Committee, Shareholder Grievances Committee and Executive committee.

During the year Shri Trilok Chand Kothari , non executive chairman of the board has passed away on 27th February, 2013. Late Shri Trilok Chand Kothari was founder of the Company. He did invaluable contributions towards progress of the Company. Late Shri Trilok Chand Kothari was also member of Audit committee, Shareholder Grievances Committee , share transfer committee and Executive committee.

Shri Sukmal Jain has been appointed as non executive independent director w.e.f 30th May, 2013. Shri Sukmal Jain has been appointed as member of the Audit, Shareholder grievance , share transfer and Executive committee.

AUDITOR & AUDITORS REPORT

M/s. M.C. Bhandari & Co., Chartered Accountants, Statutory auditor M/s. B. Khosla & Co. Chartered Accountants Branch Auditor of hotel division and M/s Milind Vijiyvargiya & Associates Chartered Accountants Branch Auditor of engg. & Real estate division will retire at the conclusion of the Annual General Meeting and being eligible offer themselves for reappointment, if may be in accordance with Section 224(1B) of the Companies Act, 1956. The board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation.

PARTICULARS OF TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY AND FOREIGN EXCHANGE EARNING AND OUTGO.

As required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) absorption, conservation of energy and foreign exchange earnings and outgo are set out in Annexure A to the Directors Report.

PARTICULARS OF EMPLOYEES

There is no employee in respect of whom information u/s 217(2A) of the Companies Act, 1956 is required to be given.

PERSONNEL

The Labour Management relation has been cordial during the year under review.

LISTING

The Equity Shares of the Company continue to remain listed with the National Stock Exchange, Bombay Stock Exchange (BSE) and Delhi Stock Exchange. The listing fees payable to the exchanges for the financial year 2012-13 have been paid.

DELISTING:

The Company has voluntary delisted the equity shares of the Company from Jaipur Stock Exchange of India . The Governing Board of Jaipur Stock Exchange in its meeting held on 1st November, 2012 has approved the delisting application of the Company. The delisting procedure from Ahemdabad Stock Exchange is in process.

The reasons that have prompted the Board for delisting of shares are:

1. To cut down and reduce all possible expenses which are disproportionate to the benefits accruing to the Company and its shareholders.

2. There has been no trading for long periods in Jaipur Stock Exchange and Ahmadabad Stock Exchange

Company''s shares will continue to be listed on Bombay Stock Exchange, National Stock Exchange of India and Delhi Stock Exchange. Both Bombay Stock Exchange and National Stock Exchange of India have nation wide terminals and with the extension of these terminals in all the cities, investors have access to online dealings in the Company''s securities from all over the country. Therefore, delisting of equity shares from the Jaipur Stock Exchange and Ahmadabad Stock Exchange will not in any way adversely affect the investors

EXTERNAL RATING

CARE has assigned ratings symbol of A & PR1 to company and company has accepted it.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your directors confirm that:

(i) In the preparation of account for the period ended March 31, 2013 the applicable Accounting Standards had been followed and that there are no material departures;

(ii) The directors had 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 year end of the financial year and of the profit of the Company for that period,

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The accounts for the period ended March 31, 2013 are on a going concern basis.

CEO/CFO CERTIFICATION

The Managing Director and Chief Financial Officer of the Company have submitted certificate to the Board as required under Clause 49 of the Listing agreement for the year ended 31st March, 2013.

UNCLAIMED DIVIDEND

Section 205 of the Companies Act, 1956, mandates that companies transfer dividend that has been unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (1EPF). In accordance with the following schedule, the dividend for the years mentioned as follows, if unclaimed within a period of seven years, will be transferred to IEPF.

The Company is sending periodic communication to the concerned shareholders, advising them to lodge their claims with respect to unclaimed dividend. Shareholders are cautioned that once unclaimed dividend is transferred to IEPF, no claim shall lie in respect thereof with the Company.

Transfer to Investor protection fund account

The Company has transferred unclaimed dividend, which was declared on 30/09/2005 to Investor Protection Fund A/c amounting to Rs. 105294/-

The Company has transferred unclaimed dividend to Investor Protection Fund A/c which was declared on 14/02/2006 amounting to Rs. 109308/-

CORPORATE WEBSITE

The website of the Company, WWW. OMMETALS.COM carries a comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard projects, financial performance of your Company and others.

MANAGEMENT INFORMATION AND DISCUSSION REPORT

Management Analysis and Discussion Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the annexure B to the Directors Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a well-defined Internal Control system that is adequate and commensurate with the size and nature of business. Clear roles, responsibilities and authorities, coupled with internal information systems, ensure appropriate information flow to facilitate effective monitoring. Adequate controls are established to achieve efficiency in operations, optimum utilization of resources and effective monitoring thereof and compliance with applicable laws. An exhaustive programme of internal audits, including all Branches of the Company all over India, review by management, and documented policies, guidelines and procedures, supplement the internal control system.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal audit function.

CORPORATE GOVERNANCE

Your Company has been practicing principles of good corporate governance practices over the years. Your Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance along with certificate from the Auditors confirming compliance is annexed and forms part of the annexure C to the Directors'' Report.

JOINT VENTURES & FOREIGN COLLABORATIONS

Foreign Collaboration

- ATB Riva Calzoni SpA, Italy

- JSC Ukr Hydro Mech, Ukraine

Domestic JVs

OMIL JSC JV This JV is executing project for NEEPCO in Kameng HE Project.

Om Ray JV This JV is executing project in Karnataka.

OM METALS SEW JV: This JV created for project in Sripad Sagar (AP) has been executing project in full swing. FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits from Public under Section 58A of Companies Act, 1956.

ACKNOWLEDGEMENTS

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

On behalf of the Board of Directors,

Regd. Office: Sd-

Om Towers, Church Road (Shri C. P. Kothari)

M I Road, Jaipur Managing Director

Date:30th MAY,2013

Mar 31, 2012

The Directors have pleasure in presenting 40th Annual Report and audited accounts of the Company for the year ended 31st March, 2012.

RESULTS OF OPERATION

(Rs. In Lacs)

Particulars Year Ended March 31,

2012 2011 Audited Audited

Total Turnover 21744.12 24009.83

Operating Profit (EBITDA) 6461.92 6567.59

Financial Charges 2370.94 1712.78

Depreciation 1217.76 1145.47

Profit before Tax 2873.22 3709.34

Provision for Taxes 470.86 845.84

Profit after Tax 2402.35 2863.50

Add : Profit brought forward from previous year 13281.34 10836.29

Profit available for appropriation 15683.69 13699.80

Retained Profit carried forward to the next year 15451.77 13281.34

Business

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 your Company to evaluate various opportunities in the different business verticals in which your Company operates. Your Company currently has several projects under implementation and continues to explore newer opportunities, both domestic 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 shareholdersÃ value.

At present your Company operates in three business sectors- Heavy Engineering cum construction, Real Estate and Infrastructure Projects.

The Company has reported a Profit Before Tax (PBT) of Rs.2873 lacs, as against Rs.3709 lacs in the previous year. The increased finance cost and stressed the surge proportionate to surge in turnover.

DIVISIONAL ANALYSIS

ENGINEERING DIVISION

The Turnover of this division this year is Rs. 183.65 crore and profit is Rs 18.03 crore against Turnover of Rs 224.69 crore & profit is Rs 26.50 in the last year. The Engineering Division focuses on turnkey engineering procurement and construction contracts for Hydro mechanical equipment for Hydro Power and Irrigation projects. The Company post qualification in civil work for dam will qualify for complete EPC for dam except EM package and shall address a larger share of hydro power project. This is a feat for diversifying in the civil construction space and the Company will not have to take recourse to civil companies for meeting PQ norms for bidding in civil space. The Company is now all geared up to encash the burgeoning opportunities in executing complete EPC contract in the space of H M components and civil structure as well for Hydro projects of 38000 MW power generation planned in next 10 years by GOI. The projects in Hydro power space involve multifarious activities viz. civil construction, electromechanical component and Hydro mechanical equipments. the company also doing EPC for road project and this will further increase the addressing area in infra space.

REAL ESTATE, HOTELS AND MULTIPLEX

The Turnover of this division this year is Rs.33.79 crore and profit is Rs 6 crore against Turnover of Rs 8.66 crore & profit is Rs 2.13 crore in the last year.

The turnover from hotel Om Tower in Jaipur and Multiplex in Kota remained at same levels. With the revival in economical growth Ãrevenue is expected to increase buoyed by increasing domestic and international tourism ahead.

Though in real estate front we have not seen any major revenue generation but we launched another residential project Om Urban HeightsÃ the response of which is very motivating.

The company has started construction on premium and prestigious land in Jaipur for developing state of the art high end residential apartments. Top notch agencies have been hired in every field for timely compleation of project.

In Mumbai bandra project-Post CRZ and MOEF clearance Ã other statutory clearance and extensions from SRA and other different agencies are on fast track and we have successfully constructed the temporary transit camps for shifting slum dwellers and this will pave the way to begin construction activities of rehab apartments and commercially roll out sellable apartments in Bandra Reclamation- A project initiated by MHADA.

Future plans

Going ahead, the Company aims to further enhance its skill-sets, core strengths, capacity enhancement, Build a fleet of construction equipments to effectively and efficiently tackle even bigger and more complex projects in this niche space, within and outside India.

The Company is all geared up to encash the burgeoning opportunities in the Hydro Mechnical segment and utilise the PQ earned from Kalisindh project in Civil space by providing turnkey solution in civil as well as Hydro mechanical space to minimum 38, 000 MW additional Hydel power generation planned in next 10 years by GOI.

The consortium formed between the company and SPML Infra remained L1 and has been awarded a LOI for development of 70 MW lignite based thermal project in Rajasthan.

The lease income from Inox is continuing in Multiplex & hotel in jaipur is doing satisfactory business and we are confidante of surge in tourism industry.

OTHER REAL ESTATE PROJECTS IN DIFFERENT SPVÃS ARE DISCUSSED IN SUBSIDARY SECTION.

Liquidity

The proceeds from the allotment of 2,00,00,000 shares at Rs.60/share to QIBÃs (Qualified Institutional Buyers) was partly utilized in capacity expansion in Engineering division and real estate developments. The partial proceeds have been invested in Subsidiary company and liquid funds and we are awaiting potential overseas/domestic Business acquisition opportunity to utilize the available credit limits.

Out strong cash flows enable us to manage financial and business risks.

APPROPRIATIONS Dividends

During the year under review, your directors had declared and paid interim dividend of Rs.0.10 per share in March, 2012. The Directors recommend it to treat as final dividend.

The dividend pay out for the year under review is in accordance with the Company's policy of consistent dividend pay out keeping in view the Company's need for capital, its growth plans and the intent to finance such plans through internal accruals to the maximum.

TRANSFER TO RESERVES

The Board of Directors proposes to transfer Rs 1, 20, 00,000 to General Reserve in accordance with the Companies (Transfer of Profit to Reserves) Rules, 1975.

Subsidiaries

OM Metals Consortium Pvt Ltd. Ã This 100% subsidiary Company is developing a high end residential project on a very prime parcel of 19000 sq mt land at Statue circle Jaipur. It has hired your company as EPC Contractor for structure building under architectural leadership of Studio 18, a renowned architecture firm of USA. the construction is in progress and scheduled for completion with in 36 month.

OM Metals Real Estate Pvt. Ltd. This 100% subsidiary is holding stakes in different SPVÃs for different projects in Hyderabad, Faridabad,Jaipur. The development of all these projects are in some stages of clearances.

Step Subsidiaries/Associates

Om Metals Ratnakar Pvt Ltd. Ã a step subsidiary 9467 sq ft office space in Prime and aesthetic NBCC plaza, Delhi purchased in this 100% subsidiary to house the entire corporate and business development affairs of the Group, is fully functional and contributing to expansion and diversification of the company in high potential areas.

Om Hydromech Pvt. Ltd. a step subsidiary -An industrial land has been acquired in Bhilai from Bank of Baroda in open auction for setting up fabrication yard as a expansion mode. Bank of Baroda is unable to give clear title of the land and we have approached DRT for refund of the auction money . The matter is pending at court.

Om Automotors Private Limited: a step subsidiary- This company has acquired office space at Jaipur.

Om Kothari Hotels Private Limited : a step subsidiary -During the year the company purchased a plot for construction of flats. The approval of map is pending with UIT , Kota and hope the construction shall be started in the second quarter of 2012.

Om Metals Developer Pvt Ltd. Ã Post development agreement with Mahindra life space for residential housing project at Hyderabad on 25:75 basis-the developer is speedily endeavouring for statutory clearances and drawing approvals.

OM Shivay Real Estate Pvt. Ltd. With the completion of the flyover at Badarpur near Faridabad, the traffic congestion has gone down considerably. And it has also eased the accessibility to the plot nearby. Minor litigation on the verge of the final hearing in local court.

NKP holding (P) Ltd. 3000 sq. Mt land in NCR near delhi-faridabad boarder is in possession with the company where we hold 50% ownership through OREPL. The land is suitable for corporate park and is adjacent to the land owned by our associate Om Shivay Real estate (P) Ltd.

Om Sansation Properties (P) Ltd. This company owns agricultural land in andra Pradesh and our ownership in this company is 25%.

Sanmati Buildcon (P) Ltd. 33 acre appx land is owned by this company in sohna dist gurgaon (Haryana) and we own 33.33% in this company.

Partnerships

OM Metals Consortium- This prestigious partnership firm for development of SRA project in Bandra Reclamation facing Bandra-Worli sea Link has completed the construction of the temporary transit camp and is expecting to shift the slums dwellers by the end of the current FY. The construction of the sellable apartments will take place later on during the year once the LOI conditions are fully met..

Other SPVÃs

Pondicherry Port Ltd. An SPV earmarked for the development of sea port in Pudducherry. All the statutory approvals when in place shall enable the company start the project.

Sanmati Infradeveloper Pvt Ltd. Ã This SPV wherein we own 25% stake along with other stake holders Subhash Projects (25%) and Urban Infrastructure Trustees Ltd (UITL) (50%) is a holding company of Pondicherry SEZ Co.Ltd( PSEZCL). PSEZCL owns a multi product SEZ in Pudduchery where 840 acre land has been acquired and balance 26 acre is pending. We are awaiting formal notification from Ministry of Commerce Bhilwara Jaipur Toll Road Pvt Ltd. The construction of the 212 km road project in Jaipur-Bhilwara Stretch is in progress and the funding has been tied up from ICICI Bank & Punjab National Bank jointly. Om metals is doing the entire EPC for this road project.

OM Metals-SPML Infraprojects Pvt Ltd. A 457 cr Kalisindh Dam project in a SPV created with SPML infra on 50:50 is running in full swing and Om Metals has been executing EPC contract for major work.

COMPANIES CEASED TO BE SUBSIDIARIES:

1. Om Metal Auto Private Limited with effect from 30.09.2011

2. Om Gaima Projects Private Limited with effect from 15.07.2011

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 49 of the listing agreement with stock Exchanges, the consolidated financial statements of the Company are attached with the Annual Accounts of the Company.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors' report, Balance Sheet, and Profit and Loss account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2011-12 does not contain the financial statements of our subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at our registered office in Jaipur, India.

The investment in significant associates like Om Metals Consortium, Om Metals Consortium (P) Ltd., Om Ray JV, OMIL-JSC JV, Pondicherry Port Ltd., Sanmati Infradeveloper Pvt. Ltd., Bhilwara Jaipur Toll Road (P) Ltd., Om Metals SPML Infraprojects (P) Ltd. have been treated as per AS 27/23 and accordingly have been consolidated in financial statements in compliance with AS.

The consolidated financial statement of the Company pursuant to AS 23 and AS 27 have been prepared and attached.

Directors

In accordance with the provisions of sections 255 and 256 of the Companies Act, 1956 and the Articles 61 of the Articles of Association of the Company Shri Trilok Chand Kothari retires by rotation at the ensuing AGM of the Company and being eligible offer themselves for re-appointment.

AUDITOR & AUDITORS REPORT

M/s. M.C. Bhandari & Co., Chartered Accountants, Statutary auditor M/s. B. Khosla & Co. Chartered Accountants Branch Auditor of hotel division and M/s Milind Vijiyvargiya & Associates Chartered Accountants Branch Auditor of engg. & Real estate division will retire at the conclusion of the Annual General Meeting and being eligible offer themselves for reappointment, if may be in accordance with Section 224(1B) of the Companies Act, 1956. The board recommends their re-appointment.

The Notes to the Accounts referred to n the Audtors Report are self explanatory and therefore do not call for any further explanation.

PARTICULARS OF TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY AND FOREIGN EXCHANGE EARNING AND OUTGO.

As required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) absorption, conservation of energy and foreign exchange earnings and outgo are set out in Annexure A to the Directors Report.

PARTICULARS OF EMPLOYEES

There is no employee in respect of whom information u/s 217(2A) of the Companies Act, 1956 is required to be given.

PERSONNEL

The Labour Management relation has been cordial during the year under review.

LISTING

The Equity Shares of the Company continue to remain listed with the National Stock Exchange, Bombay Stock Exchange (BSE) and Delhi Stock Exchange. The listing fees payable to the exchanges for the financial year 2011-12 have been paid.

DELISTING:

The Company has voluntary delisted the equity shares of the Company from Jaipur Stock Exchange of India and Ahmadabad Stock Exchange of India. The delisting procedure is in process.

EXTERNAL RATING

CARE has assigned ratings symbol of A & PR1 to company and company has accepted it.

DIRECTORSÃ RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your directors confirm that:

(i) in the preparation of account for the period ended March 31, 2012 the applicable Accounting Standards had been followed and that there are no material departures;

(ii) The directors had 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 year end of the financial year and of the profit of the Company for that period,

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the accounts for the period ended March 31, 2012 are on a going concern basis.

CEO/CFO CERTIFICATION

The Managing Director and Chief Financial Officer of the Company have submitted certificate to the Board as required under Clause 49 of the Listing agreement for the year ended 31st March, 2012.

UNCLAIMED DIVIDEND

Section 205 of the Companies Act, 1956, mandates that companies transfer dividend that has been unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). In accordance with the following schedule, the dividend for the years mentioned as follows, if unclaimed within a period of seven years, will be transferred to IEPF.

The Company is sending periodic communication to the concerned shareholders, advising them to lodge their claims with respect to unclaimed dividend. Shareholders are cautioned that once unclaimed dividend is transferred to IEPF, no claim shall lie in respect thereof with the Company.

Transfer to Investor protection fund account

The Company has transferred unclaimed dividend to Investor Protection Fund A/c of the year 2004-05 amounting to Rs. 100679/-

CORPORATE WEBSITE

The website of the Company, WWW. OMMETALS.COM carries a comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard projects, financial performance of your Company and others.

MANAGEMENT INFORMATION AND DISCUSSION REPORT

Management Analysis and Discussion Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the annexure B to the Directors Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a well-defined Internal Control system that is adequate and commensurate with the size and nature of business. Clear roles, responsibilities and authorities, coupled with internal information systems, ensure appropriate information flow to facilitate effective monitoring. Adequate controls are established to achieve efficiency in operations, optimum utilization of resources and effective monitoring thereof and compliance with applicable laws. An exhaustive programme of internal audits, including all Branches of the Company all over India, review by management, and documented policies, guidelines and procedures, supplement the internal control system.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal audit function.

CORPORATE GOVERNANCE

Your Company has been practicing principles of good corporate governance practices over the years. Your Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance along with certificate from the Auditors confirming compliance is annexed and forms part of the annexure C to the Directors' Report.

JOINT VENTURES & FOREIGN COLLABORATIONS

Foreign Collaboration

- ATB Riva Calzoni SpA, Italy

- JSC Ukr Hydro Mech, Ukraine

Domestic JVs

OMIL JSC JV This JV is executing project for NEEPCO in Kameng HE Project.

Om Ray JV This JV is executing project in Karnataka.

OM METALS SEW JV: This JV created for project in Sripad sagar (AP) has been executing project in full swing.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits from Public under Section 58A of Companies Act, 1956.

ACKNOWLEDGEMENTS

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

On behalf of the Board of Directors,

Regd. Office: Sd/- Om Towers, Church Road (Dr T C Kothari)

M I Road, Jaipur Chairman

Date:30th MAY,2012

Mar 31, 2010

The Directors haVe pleasure in presenting 38th Annual Report and audited accounts of the Company for the year ended 31st March, 2010.

RESULTS OF OPERATION

(Rs. In Lacs)

Particulars Yar Ended March 31,

2010 2009 Gowth% Audited Audited

Total Turnover & Other Income 20216.67 10543.61 91.74%

Operating Profit (EBITDA) 5519.20 4460.19 23.74%

Financial Charges 726.55 1165.92

Depreciation 658.64 485.82 35.57%

Profit before Tax 4136.61 2811.45 47.13%

Provision for Taxes 885.25 329.16 168.94%

Profit after Tax 3251.36 2482.29 30.98%

Add : Profit brought forward from previous 8166.85 6419.09

year

Profit available for appropriation 11418.22 8917.76

Retained Profit carried forward to the next 10836.29 8166.85

year

Major Achievements

Inspite of world-wide economic slow down, this year was marked by several accomplishments for the Company, both in terms of physical and financial performance. Your Company has maintained an upward trend in all performance parameters as follows,

EPS for the period stands at Rs 3 38

Turnover increased from Rs 10543 61 to Rs 20216.67 crores in previous year. recording increase of 91.74%

EBIDTA increased from Rs. 4460.19 to Rs.5519.20 crores in previous "ear. recording increase of 23.74%.

PAT increase from Rs.3251.36 crores to Rs. 2482.29 in previous year, recording increase of 30.98%.

Company secured prestigious Kalisindh Project in Rajasthan for Rs. 206 crores the execution will be completed in 24 months.

Business

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 your Company to evaluate various opportunities in the different business verticals in which your Company operates. Your Company currently has several projects under implementation and continues to explore newer opportunities, both domestic 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. At present your Company operates in three business sectors- Heavy Engineering cum construction, Real Estate and Infrastructure Projects.

This year we have surpassed all the expectations and feats achieved earlier by registering a top line of Rs.200 crore. The projects awarded by NHPC like Teesta ( TLDP) ,Uri,Chamera and Parbati progressed in its full strength this year and almost 80% manufacturing and fabrication completed this year to leave only erection and final commissioning for. next year. Post approval of design and drawings in Kameng project - the revenue generation was satisfactory this year and the phenomenal progress is anticipated in next F.Y. We are endeavouring to get overall price revision in Kameng Project for the delay attributable to NEEPCO in revising structural and technical parameters.

The real estate division of the Company maintained the momentum at par by registering a turnover of Rs.2357 lacs from the Township at Kota "Om Enclave". The success of "Om Enclave" evert in slow down period boosted our morale to launch another project "Om Urban Heights" .Next two years will witness revenue from this project. The Company has reported a Profit Before Tax (PBT) of Rs.4136 lacs, as against Rs.2811 lacs in the previous year. The increased finance cost and decreased inventories stressed the surge proportionate to surge in turnover.

EPS for the financial year 2009-10 stood at Rs 3.38.

DIVISIONAL ANALYSIS

ENGINEERING DIVISION

The Engineering Division focuses on turnkey engineering procurement and construction contracts for Hydro mechanical equipment for Hydro Power and Irrigation projects. The 91% surge in turnover this year from engineering division mainly attributed by four NHPC projects awarded in 2007.Kameng project post re-approval and re structuring by NEEPCO did also contribute turnover in this fiscal. We have a sizeable share in the Indian Hydro mechanical space with an unexecuted order book size of Rs 650 crores (excluding escalation). The

Company this year secured the contract of Kalisindh project in Rajasthan worth Rs.457 crore in JV with SPML Infra. With this project Company has achieved another feat of diversifying in the civil construction space and the Company will not have to take recourse to civil companies for meeting PQ norms for bidding in civil space. The Company is now all geared up to encash the burgeoning opportunities in" executing complete EPC contract in the space of H M components and civil structure as well for Hydro projects of 38000 MW power generation planned in next 10 years by GOI. The projects in Hydro power space involve multifarious activities viz. civil construction, electromechanical component and Hydro mechanical equipments.

REAL ESTATE, HOTELS AND MULTIPLEX

The turnover from hotel Om Tower in Jaipur and Multiplex in Kota remained at same levels. With the revival in economical growth -revenue is expected to increase buoyed by increasing domestic and international tourism ahead of Commonwealth Games in 2010.

Though in real estate front we have not seen any major upward in revenue generation but we remained unaffected with sluggish realty market and managed to successfully sell out the "Om Enclave" project with handsome profits and launched another project of 2 lac sq ft residential apartments on newly acquired 10000 sq mt land in Kota (Rajasthan) the response of which was overwhelming. Post CRZ and MOEF clearance - other statutory clearance and extensions from SRA and other different agencies are on fast track and we are ready to construct the temporary transit camps for shifting slum dwellers and this will pave the way to begin construction activities of rehab apartments and commercially roll out sellable apartments in Bandra Reclamation- A project initiated by MHADA. We have signed a development agreement with Mahindra Life space for development of 10 acre land in Hafeezpet village ( Near Hi tech city) Hyderabad and the construction of this project shall start in middle of the F Y 2010-11.

Future plans

Going ahead, the Company aims to further enhance its skill-sets, core strengths, capacity enhancement, Build a fleet of construction equipments to effectively and efficiently tackle even bigger and more complex projects in this niche space, within and outside India.

The Company is all geared up to encash the burgeoning opportunities in the Hydro Mechnical segment and utilise the PQ earned from Kalisindh project in Civil space by providing turnkey solution in civil as well as Hydro mechanical space to minimum 38, 000 MW additional Hydel power generation planned in next 10 years by GOI.

Your Company is aggressively taking part in submitting RFQs for Roads, Highways, massive housing projects, transmission towers , solar power generation, urban and rural infrastructure development projects, ancillary services to Ports etc and in some of them Company has been shortlisted for submitting RFP.

OTHER REAL ESTATE PROJECTS IN DIFFERENT SPVS ARE DISCUSSED IN SUBSIDIARY SECTION.

Liquidity

The proceeds from the allotment of 2,00,00,000 shares at Rs.60/share to QIBs (Qualified Institutional Buyers) was partly utilised in capacity expansion in Engineering division and real estate developments. The partial proceeds have been invested in FDRs and liquid funds and we are awaiting potential overseas/domestic acquisition opportunity to utilise the available funds.

Out strong cash flows enable us to manage financial and business risks. As on March 31, 2010, we had liquid assets including investments in term deposits and liquid funds of Rs. 60 crores.

APPROPRIATIONS

Dividends

During the year under review, your directors had declared and paid interim dividend of Rs.0.20 per share in January 2010.

The dividend pay out for the year under review is in accordance with the Companys

policy of consistent dividend pay out keeping in view the Companys need for capital, its growth plans and the intent to finance such plans through internal accruals to the maximum.

TRANSFER TO RESERVES

The Board of Directors proposes to transfer Rs 3, 50, 00,000 to General Reserve in accordance with the Companies (Transfer of Profit to Reserves) Rules, 1975.

Subsidiaries/ Partnerships/ SPVs

Om Metals Auto Pvt Ltd.- Post launching of Toyota SUV- FORTUNER - The 3-S Toyota automobile dealership business, Om Toyota at Jaipur, is running in good momentum and we have booked a turnover of Rs. 47.21crore as against Rs.35.94 cr in P.Y. The net profit amounting to Rs.47.21 Lacs as against the Loss of Rs. 7.92 Lacs in P.Y. Target launch of new model this year in small segment - ETIOS will further enhance the acceptability of Toyota in mass public.

Pondicherry Port Ltd.- A SPV for development of sea port in Pudduchery .The detailed project report and environmental clearance is under way. The project will start after formal approvals in place.

Sanmati Infradeveloper Pvt Ltd. - This SPV wherein we own 25% stake along with other stake holders Subhash Projects (25%) and Urban Infrastructure Trustees Ltd (UITL) (50%) is a holding company of Pondicherry SEZ Co.Ltd( PSEZCL). PSEZCL owns a multi product SEZ in Pudduchery where 840 acre land has been acquired and balance 26 acre is pending. We are awaiting formal notification from Ministry of Commerce ..

Om Metals Consortium - This partnership firm is the owner of prestigious Bandra project which after CRZ and MOEF clearance has been awarded extension of lease for land meant for temporary transit camps. The construction of transit camps is planned in August 2010 and further construction of sellable apartments will take place there after.

Bhilwara Jaipur Toll Road Pvt Ltd. : A SPV created with SPML Infra Ltd on 49: 51 sharing basis for 4 laning of existing Jaipur -Bhilwara 212 km road under PWD Rajasthan. The SPV has been qualified and signing of concession agreement is pending.

OM Metals-SPML Infraprojects Pvt Ltd. A contract agreement with PWD Rajasthan for executing 457 cr Kalisindh Dam project in a SPV created with SPML infra on 50:50 basis has been signed and the work has been started after mobilising equipments and work force.

Om Metals Real Estate Pvt Ltd - Almost all infrastructure / real estate interests of Om Metals Infraprojects Ltd stands owned by this 100% subsidiary in the shape of holding stake in different subsidiary / SPVs as mentioned here under.

Om Metals Ratnakar Pvt Ltd. - a 9467 sq ft office space in Prime and aesthetic NBCC plaza, Delhi purchased in this 100% subsidiary to house the entire corporate and business development affairs of the Group, is fully functional and contributing to expansion and diversification of the company in high potential areas.

Om Metals Developer Pvt Ltd. - A development agreement for residential housing project at Hyderabad near Hi tech city has been inked with Mahindra Life space on 25:75 basis and the construction of 1 million sq ft space with all state of the art amenities shall start in mid 2010-11.

Om Shivay Real Estate Pvt Ltd.( formerly Murthal Tanks & Vessels Pvt Ltd.).- A

four acre industrial land in Faridabad on main national highway ( NH 2) on Delhi border purchased from the Bank in open tender has been made free from the labour disputes. The minor litigation initiated by the other interested parties and FFs are now pending in the High Court and DRT.

Om Metals Infotech Pvt Ltd. - A 17 acre industrial land in Jaipur (Rajasthan) purchased from seller after settling bank loan in OTS is under our ownership and possession. A case initiated by local party is pending for final disposition at court level.

Directors

In accordance with the provisions of sections 255 and 256 of the Companies Act, 1956 and the Articles 61 of the Articles of Association of the Company Shri P.C. Jain retires by rotation at the ensuing AGM of the Company and being eligible offer themselves for re-appointment.

AUDITORS & AUDITORS REPORT

M/s. M.C. Bhandari & Co., Chartered Accountants, M/s. B. Khosla & Co. Chartered Accountants and M/s Milind Vijiyvargiya & Associates Chartered Accountants will retire at the conclusion of the Annual General Meeting and being eligible offer themselves for reappointment, if may be in accordance with Section 224(1B) of the Companies Act, 1956. The board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation.

PARTICULARS OF TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY AND FOREIGN EXCHANGE EARNING AND OUTGO.

As required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) absorption, conservation of energy and foreign exchange earnings and outgo are set out in Annexure A to the Directors Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the name and other particulars of employees are set out in the Annexure to the Directors report.

PERSONNEL

The Labour Management relation has been cordial during the year under review.

LISTING

The Equity Shares of the Company continue to remain listed with the Bombay Stock Exchange (BSE). The listing fees payable to the exchange for the financial year2009-10 have been paid.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your directors confirm that:

(i) in the preparation of account for the period ended March 31, 2010, the applicable Accounting Standards had been followed and that there are no material departures;

(ii) The directors had 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 year end of the financial year and of the profit of the Company for that period,

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the accounts for the period ended March 31, 2010 are on a going concern basis.

AWARDS AND RECOGNITIONS

During the period under review, your Company has been conferred with "Emerging Company of the year "recognition in infrastructure space by CNBC Network 18, ICICI powered by CRISIL and Dr P Chidambaram ,Honble Home Minister of India handed over the award in a public ceremony to the Chairman of the Company.

Corporate Website

The website of the Company, WWW. OMMETALS.COM carries a comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard projects, financial performance of your Company and others.

MANAGEMENT INFORMATION AND DISCUSSION REPORT

Management Analysis and Discussion Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Internal Control Systems and their adequacy

The Company has a well-defined Internal Control system that is adequate and commensurate with the size and nature of business. Clear roles, responsibilities and authorities, coupled with internal information systems, ensure appropriate information flow to facilitate effective monitoring. Adequate controls are established to achieve efficiency in operations, optimum utilization of resources and effective monitoring thereof and compliance with applicable laws. An exhaustive programme of internal audits, including all Branches of the Company all over India, review by management, and documented policies, guidelines and procedures, supplement the internal control system.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal audit function.

CORPORATE GOVERNANCE

Your Company has been practicing principles of good corporate governance practices over the years. Your Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance along with certificate from the Auditors confirming compliance is annexed and forms part of the Directors Report.

JOINT VENTURES & FOREIGN COLLABORATIONS

The consolidated financial statement of the Company pursuant to AS 23 and AS 27 have been prepared and attached.

Foreign Collaboration

- ATB Riva Calzoni SpA, Italy

- JSC Ukr Hydro Mech, Ukraine

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 49 of the listing agreement with stock Exchanges, the consolidated financial statements of the Company (including therein Audited Annual Accounts as at 31st March 2010 of its subsidiary Om Metals Auto Pvt Ltd, Om Metals Real Estate Pvt Ltd. are attached with annual accounts of the Company. Financial Statements of the subsidiary companies along with directors Report and statement pursuant to section 212 of the companies Act 1956 and AS 21 of Institute of Chartered accountants of India are attached.

The investment in significant associates like Om Metals Consortium, Om Ray JV, OMIL-JSC JV, Pondicherry Port Ltd., Sanmati Infradeveloper Pvt. Ltd., have been treated as per AS 27/23 and accordingly have been consolidated in financial statements* in compliance with AS.

Fixed Deposits

During the year under review, your Company has not accepted any deposits from Public under Section 58A of Companies Act, 1956.

Acknowledgements

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

On behalf of the Board of Directors,

Regd. Office:

Om Towers, Church Road (Dr T C Kothari)

M I Road, Jaipur Chairman

Date :28th MAY, 2010 :

Mar 31, 2009

We are delighted to present our report on the business and operations of the company for the year ended 31st March 2009.

Particulars Year Ended March 31st

2009 2008 Growth % Audited Audited

Total Turnover & Other Income 10562.72 7698.29 37.2 %

Operating Profit (EBITDA) 3438.74 2278.01 50.95 %

Financial Charges 144.47 (448.71)

Depreciation 482.82 440.15 9.54 %

Profit before Tax 2811.45 2286.57 22.95 %

Provision for Taxes 329.16 479.56 (31.36 %)

Profit after Tax 2482.29 1807.01 37.37 %

Add : Profit brought forward from previous year 6419.09 5037.42

Profit available for appropriation 8917.76 6844.44

Retained Profit carried forward to the next year 8166.85 6419.09

BUSINESS

This year we have maintained our momentum by accelerating the progress of the projects towards completion and achieved a turnover of Rs.10562 lacs for the full year ended March 31, 2009 as against Rs.7698 lacs in the previous financial year. The turnover of engineering division was majorly attributed by the projects awarded to us earlier and the new projects awarded in the last fiscal also contributed in the revenue generation to some extent. The part approval of design and drawings post change in parameters of civil structure in Kameng project has been received from the project authority i.e NEEPCO Ltd.( A Govt of India undertaking) and the revenue generation shall start in full length in next F.Y. We have started manufacturing equipments out of the huge pile up of imported raw material from the newly set up works at Calcutta / Kimi ( Arunachal) . Further it is imperative to mention that since the reasons for delay are attributable to NEEPCO,we are likely to get handsome compensation for changes and delay over and above the standard escalation payments.

The real estate division of the company recorded robust turnover of Rs.2315 lacs ( P.Y.837 lacs) from the Township at Kota " Om

Enclave" and we have sold all the apartments of first phase and substantial apartments of 2nd phase of project. In the fiscal 2009- 10 we are confident of getting the complete revenue generation of Om Enclave.

The Company has reported a Profit Before Tax (PBT) of Rs.2811.45 lacs, as against Rs.2286.57 lacs in the previous year. The financial cost, overheads and carrying cost of raw material has affected the profitability of core segment but the profits from Om enclave has strengthened overall profitability. Finished stock and Work in Progress awaiting supply to the projects accounts for Rs.4093 lacs as against Rs.3056 lacs in the previous year and the carrying cost of this affected the margin percentage in this fiscal year. In the next fiscal all the stocks shall be put in working capital cycle and shall generate good revenue.

EPS for the financial year 2008-09 stood at Rs 2.58

DIVISIONAL ANALYSIS ENGINEERING DIVISION

The Engineering Division focuses on turnkey engineering procurement and construction contracts for Hydro mechanical equipment for Hydro Power and Irrigation projects. The 37% surge in turnover this year from engineering division mainly attributed by the Gosikhurd project and the new NHPC projects awarded in 2007.Kameng project since recently passed through re-approval cycle shall generate handsome turnover in next fiscal. We have a sizeable share in the Indian Hydro mechanical space with an unexecuted order book size of Rs 650 crores (excluding escalation). The company this year secured the Letter of Intent (LOI) for Sripad Sagar Project in Andhra Pradesh worth Rs.95 crore and we have mobilised men,material,machines at site and the revenue generation shall commence in next fiscal. The company is all geared up to encash the burgeoning opportunities in H M segment by providing turnkey solution to minimum 38000 MW additional Hydel power generation planned in next 10 years by GOI. The projects in Hydro power space involve multifarious activities viz. civil construction, Electromechanical component and Hydromechanical equipments.

REAL ESTATE, HOTELS AND MULTIPLEX

The turnover from our flagship hotel in Jaipur Hotel Om Tower marginally decreased to Rs.578.68 Lacs from Rs.656 lacs and profit decreased from Rs.117 lacs to Rs.108 lacs this year. The bomb blasts and 26/11 affected the tourist inflow and after the slow revival of economy we expect the reasonable growth to continue in future years buoyed by increasing domestic and international tourism ahead of Commonwealth Games in 2010.

The yearly profit from multiplex in Kota post leasing out to Inox Leisure is uniform and the rate of return is handsome.

Though in real estate front we have not seen any major breakthrough in new projects being added this year but we have paved the way for sooner development in Bandra Project by securing the Coastal Regulation Zone (CRZ) clearance from Ministry of Environment and Forests (MOEF). After some procedural formalities, we expect the shifting of slum dwellers to existing rehab apartments for a cleaner and vacant project site to begin construction activities.

We are awaiting further market sentiments to boost for starting development of projects in Hyderabad,Faridabad and Jaipur.

The revenue income from Kota township "Om Enclave" is handsomely progressing and we are confident of finishing this project by 2010. 100% Sale of Residential apartments of First phase and substantial portion of 2nd Phase of project has been achieved and we have posted a net tax free profit of Rs.998 lacs. The construction of second phase of residential is almost complete and the process of leasing negotiations with anchor / vanilla stores in the commercial is slowed down due to persisting recession in retail market.

OTHER REAL ESTATE PROJECTS IN DIFFERENT SPVS ARE DISCUSSED IN SUBSIDIARY SECTION

LIQUIDITY

The proceeds from the allotment of 2,00,00,000 Equity shares at Rs.60/share to QIBs (Qualified Institutional Buyers) was partly utilised in capacity expansion in Engineering division and real estate developments. The partial proceeds have been invested in FDRs and liquid funds and we are awaiting any overseas/domestic business acquisition opportunity to utilise the available funds.

Out strong cash flows enable us to manage financial and business risks. As on March 31, 2009, we had liquid assets including investments in term deposits and liquid funds of more than Rs. 90 crores.

DIVIDENDS

Your company proposes to declare 10% interim Dividend as final dividend subject to the approval of the Members.

The dividend pay out for the year under review is in accordance with the Companys policy of consistent dividend pay out keeping in view the Companys need for capital, its growth plans and the intent to finance such plans through internal accruals to the maximum.

SUBSIDIARIES/STEP SUBSIDIARIES/PARTNERSHIPS/ SPVS

Om Metals Auto Pvt Ltd.-The 3-S Toyota automobile dealership business, Om Toyota at Jaipur is running in good momentum and we have booked a turnover of Rs.3594.81 lacs as against Rs.4741.43 lacs in P. Y. The net profits dipped from Rs. 23.78 lacs to Rs. (7.92) Lacs during overall recession in auto sector..

Pondicherry Port Ltd-A SPV for development of sea port in Pudduchery The detailed project report and environmental clearance is under way.The project is going to complete in various phases by 2015.

Sanmati Infradeveloper Pvt Ltd. This SPV wherein we own 25% stake along with other stake holders Subhash Projects (25%) and Urban Infrastructure Trustees Ltd (UITL) (50%) is a holding company of Pondicherry SEZ Co.Ltd ( PSEZCL) . PSEZCL owns a multi product SEZ in Pudduchery where 840 acre land has been acquired and balance 26 acre is pending.. The notification formalities at the end of Ministry of Commerce is completely processed and we are awaiting formal approval.

Om Metals Consortium-This partnership firm is the owner of prestigious Bandra project which has now received CRZ clearance from MOEF. Plethora of clearances has delayed the start of the project and we presume the project to start in last quarter of this fiscal 2009-10.

Om Gaima Projects Pvt Ltd.- A 49: 51 ( Om : Gaima) SPV initiated for taking engineering projects in sea port and others has started actively participating in bids of Mumbai Port Trust and others.

OM METALS REAL ESTATE PVT LTD-Almost all infrastructure / real estate interests of Om Metals Infraprojects Ltd stands owned by this 100% subsidiary in the shape of holding stake in different subsidiary / SPVs as mentioned here under.

Om Metals Ratnakar Pvt Ltd.- A 9467 sq ft office space in Prime and aesthetic NBCC plaza Delhi, purchased in this 100% subsidiary to house the entire corporate and business development affairs of the Group,is fully functional.

Om Metals Developer Pvt Ltd.-A residential housing project at Hyderabad near Hi tech city has now achieved initial milestone and is clear from hurdles and the ownership issue, ULC and aviation clearance is in place. The registration formalities for 10 acre of land is done and we are in a position to take off the project. For balance 10 acre land ( which was a part of MOU) adjacent to this we have initiated legal proceedings for specific performance against the seller of land.

Om Shivay Real Estate Pvt Ltd.( formerly Murthal Tanks & Vessels Pvt Ltd.)-A four acre industrial land in Faridabad on main national highway ( NH 2) on Delhi border purchased from the Bank in open tender has been made free from the labour disputes. The minor litigation initiated by the other interested parties and FIs are now pending in the High Court and DRT.

Om Metals Infotech Pvt Ltd.- A 17 acre industrial land in Jaipur (Rajasthan) purchased by us from seller after settling bank loan is under our ownership and possession. A case initiated by local party is pending for final disposition at Honble Supreme Court level. We are confident of succeeding in the matter over next couple of months.

DIRECTORS

Dr T C Kothari retires from the Board of Directors by rotation and is eligible for re-appointment. Mr G S Gupta has resigned as Director after Balance sheet date of 31.3.2009.

AUDITORS

M/s. M. C. Bhandari & Co. Chartered Accountants, Kota Statutory Auditors of the company, M/s Milind Vijayvargiya & Associates,

Chartered Accountants, M/s B. Khosla & Co., Chartered Accountants, Branch Auditors of the Company retire at the conclusion of this meeting and are eligible for re-appointment.

EXPLANATION ON OBSERVATIONS OF AUDITORS

The observation of Auditors as referred to in the Auditors report are suitably explained in notes to the Accounts.

PERSONNEL

The Labour Management relation has been cordial during the year under review.

During the year under review there were three Directors, no employees receiving remuneration, which require disclosure as per provisions of Section 217 (2A) read with the Companies (Particulars of Employees Rules, 1975). The disclosure in made in Annexure.

Particulars of technology absorption, conservation of energy and foreign exchange earning and outgo.

As required under section 217 (1) (e) of the Companies Act 1956 read with the companies (Disclosure of particulars in the Report of Board of Directors) absorption, conservation of energy and foreign exchange earnings and outgo are set out in annexure to the Directors Report.

LISTING

The Equity Shares of the Company are listed on Mumbai Stock exchange. Listing fees of Mumbai Stock Exchange for the current year has been duly paid.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

i. That in the preparation of account for the period ended March 31, 2009, the applicable Accounting Standards had been followed and that there are no material departures;

ii. The directors had 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 year end of the financial year and of the profit of the Company for that period,

iii. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the accounts for the period ended March 31, 2009 are on a going concern basis.

IT

The entire organization at Om Metals is IT enabled. The company is constantly endeavouring to upgrade the systems.

HUMAN RESOURCE MANAGEMENT

Your Company acknowledges the contribution of its world-class employees and the spirit of commitment, collaboration and partnership demonstrated by them in realizing the Companys vision. For the company, its employees are the first customer that it has to satisfy. The company has taken initiative to insure its employees across all divisions of the company. The company also organizes regular formal and informal interactions for the employees and their families.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a well-defined Internal Control system that is adequate and commensurate with the size and nature of business. Clear roles, responsibilities and authorities, coupled with internal information systems, ensure appropriate information flow to facilitate effective monitoring. Adequate controls are established to achieve efficiency in operations, optimum utilization of resources and effective monitoring thereof and compliance with applicable laws. An exhaustive programme of internal audits, including all Branches of the Company all over India, review by management, and documented policies, guidelines and procedures, supplement the internal control system. The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal audit function.

CORPORATE GOVERNANCE

Your Company has been practicing principles of good corporate governance practices over the years. Your Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance along with certificate from the Auditors confirming compliance is annexed and forms part of the Directors Report.

JOINT VENTURES & FOREIGN COLLABORATIONS

The consolidated financial statements of the company pursuant to AS 23 and AS 27 have been prepared and attached.

Ã Foreign Collaboration

Ã ATB Riva Calzoni SpA, Italy

Ã JSC Ukr Hydro Mech, Ukraine

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 49 of the listing agreement with stock Exchanges, the consolidated financial statements of the Company (including therein Audited Annual Accounts as at 31st March 2009 of its subsidiary Om Metals Auto Pvt Ltd,Om Metals Real Estate Pvt Ltd. are attached with annual accounts of the Company. Financial Statements of the subsidiary companies along with directors Report and statement pursuant to section 212 of the companies Act 1956 and AS 21 of Institute of Chartered accountants of India are attached.

The investment in significant associates like Om Metals consortium, Om Ray JV, OMIL-JSC JV, Pondicherry Port Ltd, Sanmati infradeveloper Pvt Ltd., have been treated as per AS 27/23 and accordingly have been consolidated in financial statements. In compliance with AS.

FIXED DEPOSITS

Your Company has no unclaimed/ unpaid or overdue deposit, during the year under report.

ACKNOWLEDGEMENTS

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

On behalf of the Board of Directors,

Regd. Office:

Om Towers, Church Road (Dr T C Kothari)

M I Road, Jaipur Chairman

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Directors Report of Om Infra Ltd.

FINANCIAL SUMMARY AND HIGHLIGHTS

FINANCIAL PERFORMANCE AND THE STATE OF COMPANYâS AFFAIRS

DIVISIONAL ANALYSISEngineering Division

Other Infrastructure Division

Summarv of Strong Cashflows Exoected over the Next 2-5 vears

FUTURE OUTLOOK

The road ahead planned for your Company includes:

Growth Opportunity -

Sectoral Tailwinds: Government''s focus on Hydro sector

Hydropower Projects

JalJeevan Mission

JalJeevan Mission

Subsidiaries/Associates of High Terrace Realty Private Limited formerly known as Om MetalsReal Estate Private Limited (Wholly owned subsidiary of the Company):

DIVIDEND

AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES

SHARE CAPITAL

DEPOSITORY SYSTEM

CONSOLIDATED FINANCIAL STATEMENTS

MATERIAL CHANGES AND COMMITMENTS. IF ANY, BETWEEN BALANCE SHEETDATE AND DATE OF DIRECTORSâ REPORT

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

MEETINGS OF THE BOARD OF DIRECTORS

BOARD COMMITTEES

DECLARATION FROM INDEPENDENT DIRECTORS

BOARD EVALUATION

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

Criteria for determining qualifications, positive attributes and independence of a Director

Remuneration to Executive Directors:

Remuneration to Non Executive Directors:

DIRECTORSâ RESPONSIBILITY STATEMENT

AUDITORS

STATUTORY AUDITORS

Independent Auditorsâ Report

SECRETARIAL AUDITOR

Secretarial Compliance Report

COST AUDITOR

REPORTING OF FRAUDS BY AUDITORS

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

VIGIL MECHANISM/WHISTLE BLOWER POLICY

RISK MANAGEMENT

Fundamentals of our risk management system

Goals of risk management

Organizational responsibilities and tools

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTSMADE UNDER SECTION186 OF THE COMPANIES ACT, 2013

DEPOSITS

RELATED PARTY TRANSACTIONS

CORPORATE SOCIALRESPONSIBILITY

ANNUAL RETURN

CORPORATE GOVERNANCE

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

POWER OF ATTORNEY HOLDERS

HUMAN RESOURCES MANAGEMENT

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

HEALTH, SAFETY AND ENVIRONMENT

LISTING

CREDIT RATING

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

BOARD DIVERSITY

SECRETARIAL STANDARDS

STATUTORY COMPLIANCE

IBC

DETAILS REGARDING VALUATION REPORT

RISK ARISING OUT OF LITIGATION. CLAIMS AND UNCERTAIN TAX POSITIONS

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

OTHER DISCLOSURE

ACKNOWLEDGEMENTS

On Behalf of the Board of Directors

For Om Infra Limited

DharamPrakash Kothari Vikas Kothari

(Chairman) (Managing Director& CEO)

DIN:00035298 DIN: 00223868

FINANCIAL PERFORMANCE AND THE STATE OF COMPANYâS AFFAIRS

Consolidated

Highest Ever Quarterly and Yearly Revenue

Standalone

Highest Ever Quarterly and Year Revenue

DIVISIONAL ANALYSIS Engineering Division

FINANCIAL PERFORMANCE AND THE STATE OF COMPANYâS AFFAIRS

DIVISIONAL ANALYSIS
Engineering Division

Subsidiaries/Associates of High Terrace Realty Private Limited formerly known as Om Metals
Real Estate Private Limited (Wholly owned subsidiary of the Company):

MATERIAL CHANGES AND COMMITMENTS. IF ANY, BETWEEN BALANCE SHEET
DATE AND DATE OF DIRECTORSâ REPORT

POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

DIRECTORSâ RESPONSIBILITY STATEMENT

Independent Auditorsâ Report

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTSMADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

FINANCIAL PERFORMANCE AND THE STATE OF COMPANYâS AFFAIRS

MATERIAL CHANGES AND COMMITMENTS. IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORSâ REPORT

POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

DIRECTORSâ RESPONSIBILITY STATEMENT

Independent Auditorsâ Report