Directors Report of Omara Ventures India Ltd.

Your directors have pleasure in presenting the Annual Report together with the Audited
Statement of Accounts of your Company for the Year ended March 31, 2026.

1. FINANCIAL SUMMARY

The Company''s financial performance, for the year ended March 31, 2026:

2. STATE OF COMPANY AFFAIRS/HIGHLIGHTS

The company earned revenue from operations of ^45,87,34,920/- during the financial
year 2025-26 as compared to ^23,52,47,095/- in the previous financial year, reflecting
significant growth in its business operations. The Company’s net profit for the financial
year 2025-26 stood at ^9,49,11,031/- as against ^2,74,66,880/- in previous financial
year.

During the year under review, the Company was converted from a Private Limited
Company into a Public Limited Company pursuant to an application filed with the
Ministry of Corporate Affairs (MCA). Consequent upon such conversion, the Central
Processing Centre (CPC), Ministry of Corporate Affairs, issued a Fresh Certificate of
Incorporation, changing the name of the Company from Omara Ventures India Private
Limited to Omara Ventures India Limited.

After receiving approval from Members at the EGM held on 19^th May 2026, the
Company has applied for listing at BSE Limited and the application for listing is
pending for approval.

3. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)Change in Board of Directors

As on 31st March, 2026, the Board of Directors of the Company comprised Mr. Samarth
Jaiswal (Managing Director), Mr. Sunil Jaiswal (Director), Mrs. Sadhna Jaiswal
(Director), Mr. Deepak Khetarpal (Independent Director), Mr. Tej Mohan Singh
(Independent Director).

During the financial year under review, Mr. Samarth Jaiswal was designated as
Managing Director and Mr. Sunil Jaiswal was designated as Whole-time Director with
effect from 1st April 2025. Further, Mrs. Sadhna Jaiswal was designated as Non-
Executive Director with effect from 1st November, 2025.

Mr. Deepak Khetarpal and Mr. Tej Mohan Singh were appointed as Independent
Directors of the Company for a term of five (5) consecutive years with effect from 1^st
January, 2026. Subsequently, Mr. Sunil Jaiswal was re-designated as Non-Executive
Director with effect from 5^th January, 2026.

Subsequent to the close of the financial year, Mrs. Ishani Mehta Jaiswal was appointed
as Non-Executive Director of the Company with effect from 23^rd April, 2026. Mr. Sunil
Jaiswal and Mrs. Sadhna Jaiswal resigned from the office of Director with effect from
24^th April, 2026.

Mrs. Ishani Mehta Jaiswal (DIN: 10835999), who retires by rotation at the ensuing
Annual General Meeting, being eligible, has offered herself for re-appointment as a
Director of the Company.

Change in Kev Managerial Personnel f"KMP"l

During the financial year under review, Mrs. Payal Agrawal was appointed as the
Company Secretary of the Company with effect from 1st August, 2025. Subsequently,
she was re-designated as the Company Secretary & Compliance Officer of the Company
with effect from 1st March, 2026.

Mr. Dhirendra Baloni was appointed as the Chief Financial Officer (CFO) of the
Company with effect from 1st January, 2026.

Mrs. Ishani Mehta Jaiswal was appointed as the Chief Executive Officer (CEO) of the
Company with effect from 1st November, 2025. Thereafter, she resigned from the
office of Chief Executive Officer (CEO) with effect from 1st April, 2026.

4. MEETINGS OF BOARD OF DIRECTORS

Twenty-Eight (28) Board Meetings held during the Financial Year ended March 31,
2026 i.e. 01/04/2025, 28/04/2025, 02/05/2025, 29/05/2025, 16/06/2025,
02/07/2025, 08/07/2025, 12/07/2025, 16/07/2025, 01/08/2025, 14/08/2025,
04/09/2025, 06/09/2025, 17/09/2025, 25/09/2025, 08/10/2025, 01/11/2025,
26/11/2025, 28/11/2025, 06/12/2025, 11/12/2025, 23/12/2025, 01/01/2026,
05/01/2026, 27/02/2026,10/03/2026,19/03/2026 and 31/03/2026.

The names of members of the Board, their attendance at the Board Meetings are as
under:

5. MEETINGS OF COMMITTEES(i) AUDIT COMMITTEE:

During the financial year 2025-26, the Audit Committee comprised of the following 3
(Three) Directors as members:

During the period under review, 1 (One) meeting of the Audit committee was held on
10.03.2026 and necessary quorum was present at this meeting. All the members of the
Audit Committee are Non-Executive Directors of the Company.

The details of meetings attended by the Directors are given below:

After the resignation of Mr. Sunil Jaiswal, the Board of Directors reconstituted the
Audit Committee with effect from 25^th April, 2026. The composition of the
reconstituted the Audit Committee is as follows:

(ii) NOMINATION & REMUNERATION COMMITTEE:

During the financial year 2025-26, the Nomination and Remuneration Committee
comprised of the following 3 (Three) Directors as members:

During the period under review, 1 (One) meeting of the Nomination and
Remuneration Committee was held on 10.03.2026 and necessary quorum was present
at this meeting. All the members of the Nomination and Remuneration Committee are
Non-Executive Directors of the Company.

The details of meetings attended by the Directors are given below:

After the resignation of Mrs. Sadhna Jaiswal, the Board of Directors reconstituted the
Nomination and Remuneration Committee with effect from 25^th April, 2026. The
composition of the reconstituted the Nomination and Remuneration Committee is as
follows:

(iii) STAKEHOLDER''S RELATIONSHIP COMMITTEE:

During the financial year 2025-26, the Stakeholders Relationship Committee
comprised of the following 3 (Three) Directors as members:

During the period under review, 1 (One) meeting of the Stakeholders Relationship
Committee was held on 10.03.2026 and necessary quorum was present at this
meeting.

Thp Hpt-aik nf meetings attended bv the Directors are Riven below:

After the resignation of Mr. Sunil Jaiswal and Mrs. Sadhna Jaiswal, the Board of
Directors reconstituted the Stakeholders Relationship Committee with effect from 25^th
April, 2026. The composition of the reconstituted the Stakeholders Relationship
Committee is as follows:

6. WEB LINK OF ANNUAL RETURN, IF ANY

The Annual Return is available on the Company''s website at https://omara.in/.

7. STATUTORY AUDITORS

M/s. Mehan Associates, Chartered Accountants (Firm Registration No. 004592N), are
the Statutory Auditors of the Company.

The term of office of M/s. Mehan Associates expires at the conclusion of the ensuing
Annual General Meeting.

Based on the recommendation of the Audit Committee, the Board of Directors has
recommended their re-appointment as the Statutory Auditors of the Company for a
further term of five (5) consecutive years, commencing from the conclusion of the
ensuing Annual General Meeting and continuing till the conclusion of the Annual
General Meeting to be held in the year 2031, subject to the approval of the members.

8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Auditor’s report is self-explanatory. There were no qualifications, reservations or
adverse remarks made by the Auditors in their report.

9. DIVIDEND

No dividend has been recommended by the Directors this year due to conservation of
Profits.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not made any Investment, given guarantee and securities during the
year under review. There for no need to comply provisions of section 1 o
Companies Act, 2013.

11. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year ended
March 31, 2026 were on an arm’s length basis and were in the ordinary course of
business.

There were no related party transactions during the year under review made by the
Company with Promoters, Directors, or other designated persons which may have a
potential conflict with the interest of the Company at large. Disclosure in Form AOC-2
has been attached as Annexure to this Directors'' Report.

The disclosure of transactions with related party for the year, as per Accounting
Standard-18 Related Party Disclosures is given in Note to the Balance Sheet as on
March 31, 2026.

12. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial
position of the company which have occurred between the end of the financial year to
which the financial statements relate and the date of this Report.

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS AND TRIBUNALS

No significant and material orders have been passed by the regulators, courts,
tribunals impacting the going concern status and Company''s operations.in future.

14. DIRECTOR’S RESPONSIBILITY STATEMENT

The Directors would like to inform the Members that the Audited Accounts for the
financial year ended March 31, 2026, are in full conformity with the requirement of the

Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors of
the Company. The Directors further confirm that: -

a) In the preparation of the annual accounts for the year ended March 31, 2026 the
applicable accounting standards read with requirements set out under Schedule III to
the Act, have been followed and there are no material departures from the same.

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 as at March 31, 2026 and of the
profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of 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 Company being unlisted, sub clause (e) of section 134(3] of the Companies Act,
2013 pertaining to laying down internal financial controls is not applicable to the
Company.

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.

15. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

As on March 31, 2026, the Company doesn''t have any Subsidiary, Joint Venture or
Associate Companies.

16. COMPLIANCE WITH SECRETARIAL STANDARD

The Company has Complied with the applicable Secretarial Standards (as amended
from time to time) on meetings of the Board of Directors issued by The Institute of
Company Secretaries of India and approved by Central Government under section
118(10) of the Companies Act, 2013.

17. TRANSFER TO RESERVE

The Board of Directors of your company has decided not to transfer any amount to the
Reserves for the year under review. A surplus of Rs. 9,49,11,031/- is transferred to
Profit and Loss Account.

18. DEPOSITS

During the year under review, the Company has not accepted any deposits covered
under Chapter V of the Act. There are no unpaid or unclaimed deposits nor the
Company has defaulted in repayment of deposits or payment of interest thereon.

19. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks
followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company has laid down a comprehensive Risk Assessment and
Minimization Procedure which is reviewed by the Board from time to time. These
procedures are reviewed to ensure that executive management controls risk through
means of a properly defined framework. The major risks have been identified by the
Company and its mitigation process/measures have been formulated in the areas such
as business, project execution, dg event, financial, human, environment and statutory
compliance.

20. CORPORATE SOCIAL RESPONSIBILITY

During the Financial Year 2025-26, the company did not develop or implemented any
Corporate Social Responsibility initiatives as the said provisions were not applicable.

However, the Net profit of the Company for the financial year ended March 31, 2026
exceeded Rs. 5 Crore. Therefore, as per requirement of Section 135 of the Companies
Act, 2013, the provisions of Corporate Social Responsibility are applicable on Company
from the F.Y. 2026-27.

The Company is not required to form CSR Committee as the amount to be spent by the
company during the year 2026-27 does not exceed fifty lakh rupees. The Board will
discharge all functions of CSR Committee during the as per the requirement of the
Companies Act, 2013.

21. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed.

22. COST RECORDS & COST AUDIT

The provision of maintenance of Cost Records & Cost audit as per section 148 are not
applicable on the Company.

23. PARTICULARS OF EMPLOYEES PURSUANT TO RULE 5(2) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES
2014

During the year the company had no employee who was in receipt of remuneration as
prescribed under Particulars of Employees pursuant to Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, hence no
disclosure is required.

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

The details of conservation of energy, technology absorption, foreign exchange
earnings and outgo are as follows:

(a) Conservation of energy

(b) Technology absorption

(c) Foreign Exchange earnings and Outgo

25. PARTICULARS RELATING TO THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH):

Our Company has always believed in providing a safe and harassment free workplace
for every individual working in the Company premises. Company always endeavors to
create and provide an environment that is free from any discrimination and
harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of
harassment of employees {whether permanent, temporary, ad-hoc, consultants,
interns or contract workers irrespective of gender) and lays down the guidelines for
identification, reporting and prevention of undesired behaviour. The Company has
duly constituted internal complaints committee as per the said Act.

In compliance with the General Circular No. G.S.R. 357(E) dated May 30, 2025 issued
by the Ministry of Corporate Affairs, the details of the complaints received during the
Financial Year 2025-26 by the Company are as follows:

i. Number of Complaints received during the financial year- NIL

ii. Number of complaints resolved/disposed of during the financial year- NIL

iii. Number of cases pending resolution for more than 90 days - NIL

26. SUMS DUE TO MICRO, SMALL& MEDIUM ENTERPRISES

During the year under review, no sum due towards Micro, Small & Medium Enterprises
more than the period prescribed in the MSMED Act.

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

No Insolvency resolution process has been initiated/ filed by a financial or operational
creditor or by the company itself under the IBC before the NCLT.

28. DIFFERENCE IN VALUATION

The Company has never made any one-time settlement against the loans obtained from
Banks and Financial Institution and hence this clause is not applicable.

29. FRAUD

The Company did not note or encountered any incidence or indication for existence of
fraudulent activities in Company during the financial year 01/04/2025 to 31/03/2026.

30. COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as
amended, including ensuring appropriate leave, benefits, and workplace facilities for
women employees in accordance with applicable laws.

31. ACKNOWLEDGEMENTS

Your directors would like to express their sincere appreciation for the assistance and
co-operation received from the banks, Government authorities, customers, vendors
and members during the year under review. Your directors also wish to place on
record their deep sense of appreciation for the committed services by the Company''s
executives, staff and workers.