Directors Report of Omfurn India Ltd.

Mar 31, 2025

Your Directors present the 28^th Annual Report on the business and operations of Omfurn India Limited (“the Company”)
along with the Audited Financial Statements, for the Financial Year ended March 31,2025.

1. FINANCIALS:

a. FINANCIAL RESULTS:

The Financial Performance of the Company during the year under review along with the previous year
figures is summarised as under:

Particulars	2024-25	2023-24
Revenue from operations	8412.59	8028.82
Other Income	150.55	108.88
Sub Total (A)	8563.14	8137.69
Expenditure
Production Cost	5555.27	5763.75
Employee Benefit expense	909.65	793.40
Other Expenses	818.68	735.07
Sub Total (B)	7283.60	7292.23
Profit before Tax, Interest and Depreciation	1279.54	845.46
Finance Cost	158.64	217.38
Depreciation and Amortisation	251.23	138.01
Profit/ (Loss) before Tax	869.67	490.07
Tax Expense	227.10	123.76
Profit/ (Loss) After Tax	642.57	366.30
Add: Opening balance of Profit and Loss Account	2078.88	1712.57
Balance Carried to Balance Sheet	2721.45	2078.87

b. COMPANY’S PERFORMANCE REVIEW:

The year under review marked another phase of progress for Omfurn India Limited, with the Company
delivering a consistent performance across revenue and profitability parameters. Revenue from operations
stood at '' 8412.59 lakhs, reflecting steady growth over the previous financial year. Operating margins
improved significantly, with EBITDA rising to '' 1279.54 lakhs and margins expanding to 14.94% from
10.39% in the previous year. The net profit for FY 2024-25 increased to '' 642.57 lakhs, representing a
robust growth of nearly 75% over the previous year’s '' 366.32 Lakhs. This improvement was supported by
disciplined cost management, improved execution capabilities, and an increasing share of value-added
products.

Omfurn India Limited is primarily engaged in the business of providing turnkey interior and furniture
solutions, with a product portfolio that includes wooden and metal doors, modular furniture, wardrobes,
vanities, and institutional furniture. The Company serves a diversified client base across hospitality,
corporate, institutional, and real estate sectors, supported by modern manufacturing infrastructure, in¬
house design expertise, and industry-recognised quality certifications. Omfurn continues to strengthen its
position as a reliable and innovative solutions provider in the interior fit-out and furniture industry.

c. DIVIDEND:

Your Directors have not recommended any Dividend for the financial year under review.

d. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to its reserves for the year under review.

2. SHARE CAPITAL:

a. AUTHORISED SHARE CAPITAL:

There is no change in the Authorised share capital of the Company during the year under review.

As on March 31, 2025, the Authorised Share Capital is Rs. 12,50,00,000/- (Rupees Twelve Crore Fifty
Lakhs) divided into 1,25,00,000 Equity Shares of Rs.10/- (Rupees Ten).

b. ISSUED/ PAID UP/SUBSCRIBED SHARE CAPITAL:

As on March 31, 2025, the issued, paid up and subscribed share capital of the Company is
Rs. 11,77,44,000/- (Rupees Eleven Crores Seventy Seven Lakh Forty Four Thousand) divided into
1,17,74,400 (One Crore Seventeen Lakh Seventy Four Thousand Four Hundred) Equity Shares of Rs.10/
- (Rupees Ten).

There is no change in the issued, paid up and subscribed share capital of the Company during the year
under review.

However, the Company at its Board Meeting held on March 20, 2025 and May 24, 2025 has issued and
allotted respectively 4,17,600 convertible equity share warrants on a preferential basis to promoter and
promoter group of the Company. These warrants are convertible into equity shares within a period of
eighteen (18) months from the date of allotment.

3. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Your Company does not have any Subsidiary, Associate and Joint Venture Company.

4. MATERIAL ORDERS OF REGULATORS / COURTS / TRIBUNALS:

There are no significant and material orders were passed by any Regulators or Courts or Tribunal which impact
the going concern status and the Company’s operations in future.

5. CREDIT RATING:

The Credit rating of the Company as on March 31,2025 is as under:

Particulars	Rating 2025
Long Term Borrowings/Ratings	CRISIL BBB-/STABLE
Short Term Borrowings/Ratings	CRISIL A3

6. AUDITORS AND AUDIT REPORTS

a. STATUTORY AUDITORS:

M/S. Ashok Shetty & Co, Chartered Accountants, Mumbai (ICAI Firm Registration No.117134W) were
appointed as Statutory Auditors of the Company at the 27^th Annual General Meeting (AGM) held on September
21,2024 for first term of 5 (five) consecutive years to held office from the conclusion of the 27^th Annual
General meeting till the conclusion of the 32^nd Annual General Meeting of the Company to be held in the
year 2029. The Companies (Amendment) Act, 2017 has waived the requirement for ratification of the
appointment by the members at every AGM. Hence, the approval of the members is not being sought for
the re-appointment of the Statutory Auditors and in line with resolution of their appointment passed at the
27^th AGM held on September 21,2024.

The Auditors Report on the financial statement of the Company for the financial year ended March 31,
2025, which forms part of the Annual Report of the Company, does not contain any reservation, qualification,
disclaimer or adverse remark.

b. SECRETARIAL AUDITOR:-

In terms of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations, as amended, the
Board of Directors has, on the recommendation of Audit Committee, appointed Mr. Prashant S. Mehta
(Proprietor - P Mehta & Associates), Practising Company Secretary, to undertake the Secretarial Audit of
the Company for a period of five years with effect from financial year 2025-26.

Pursuant to recent amendment to Regulation 24A of SEBI (Listing Regulation and Disclosure Requirements)
Regulations, 2015, the Board of Directors at their meeting held on May 24, 2025 recommended the
appointment of Mr. Prashant S. Mehta, proprietor of M/s. P. Mehta & Associates, Practicing Company
Secretaries, Mumbai, (Firm Registration No. S2018MH634500) (Membership no. 5814; COP no. 17341)
as Secretarial Auditors for a term of five consecutive years commencing from April 1,2025 till March 31,
2030 subject to approval of members at the ensuing 28th Annual General Meeting of the Company.

The Secretarial Auditor’s Report for financial year 2024-25 does not contain any qualification, reservation,
disclaimer or adverse remark. The Report of the Secretarial Auditor for the financial year ended March 31,
2025 is annexed herewith as “Annexure A”.

c. INTERNAL AUDITOR:-

The Board of Directors has, on the recommendation of the Audit Committee, appointed M/s. Patkar &
Associates, Chartered Accountants as the Internal Auditors of the Company. The Internal Auditor conducts
the internal audit of the functions and operations of the Company and reports to the Audit Committee and
Board from time to time.

7. INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the
Company are adequate. During the year under review, no material or serious observation has been received
from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

8. CORPORATE GOVERNANCE:

Since the Company’s securities are listed on SME Emerge platform of National Stock Exchange of India Limited
by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirement), Regulations, 2015 the
compliance with the corporate governance provisions as specified in regulation 17 to 27 and clauses (b) to (i)
[and (t)] of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the
Company. The Company has also filed non-applicability of corporate governance requirement certificate with
NSE. Hence, corporate governance does not form part of this Board’s Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. COMPOSITION:

The Composition of the Board of Directors and Key Managerial Personnel are as follows:

Sr. No	Name of the Director	Designation
1.	AMr. Rajendra C Vishwakarma	Managing Director
2.	Mr. Mahendra C Vishwakarma	Whole time Director & Chief Financial Officer
3.	Mr. Narendra C Vishwakarma	Executive Director & Chief Executive Officer
4.	**Mr. Sudhir J Shah	Chairman & Non-Executive Independent Director
5.	Mr. Parag S Edwankar	Non-Executive Independent Director
6.	Ms. Geeta	Non-Executive Independent Woman Director
7.	Mr. Prasad N Chirravuri	Non-Executive Independent Director
8.	Ms. Dhara P Shah	Company Secretary
9.	Mr. Prashant R Vishwakarma	Whole time Director
10.	Mr. Parmanand M Vishwakarma	Whole time Director
11.	$ Mr. Madhav P Deshpande	Non-Executive Independent Director

During the year under review, following change took place in the composition of the Board:

^A Mr. Rajendra C Vishwakarma stepped down as a Chairman of the Board and the Company w.e.f August
3, 2024, however he continues to be the Managing Director of the Company.

** Mr. Sudhir J Shah, Non-Executive Independent Director was appointed as a Chairman of the Board and
the Company w.e.f August 3, 2024.

$Mr. Madhav P Deshpande resigned with effect from August 2, 2024.

b. APPOINTMENT/RE-APPOINTMENT OF DIRECTORS:

i. Mr. Madhav Deshpande resigned as Director with effect from August 2, 2024.

ii. On recommendation of Nomination and Remuneration Committee and approved by the Board of
Directors at their meeting held on August 3, 2024 had approved:

• The re-appointment of Mr. Prasad Chirravuri (DIN:08604812) as a Non-Executive Independent
Director of the Company for the second term of 5 years commencing from November 7, 2024 to
November 6, 2029

• The re-appointment of Ms. Geeta (DIN:08769814) as Non-Executive Independent Director of the
Company for the second term of 5 years commencing from from 27^th June, 2025 to 26^th June,
2030.

The above re-appointments of Mr. Prasad Chirravuri and Ms. Geeta, Non-Executive Independent
Directors were approved by the shareholders at the 27^th Annual General Meeting of the Company.

c. RETIREMENT BY ROTATION:

In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Prashant R Vishwakarma, (DIN:
10228817), Director is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible,
offers himself for re-appointment at the said meeting. The Board recommends his re-appointment for
member’s approval.

As per Regulation 36 of the SEBI LODR and Secretarial Standard-2 on General Meetings issued by the
Institute of Company Secretaries of India (SS-2), a brief profile and other relevant details regarding re¬
appointment of Mr. Prashant R Vishwakarma is in the Annexure accompanying the explanatory statement
to the Notice of the ensuing Annual General Meeting.

d. INDEPENDENT DIRECTORS’ DECLARATION

The Company has received declaration of Independence, pursuant to Section 149(7) of the Companies
Act, 2013 from all the Independent Directors of the Company confirming that they meet the criteria of
Independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.They also have complied with sub-rule (1) and sub-rule
(2) of Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and their
name have been included in the data bank of the ‘Indian Institute of Corporate Affairs at Manesar’ (IICA).

e. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its Directors informed of the activities of the Company, its management,
operations and provides an overall industry perspective as well as issues faced by the industry.

f. KEY MANAGERIAL PERSONNEL:

During the year under review, there were no changes in Key Managerial Personnel of the Company. As on
March 31,2025 following are the Key Managerial Personnel:

i. Mr. Rajendra C Vishwakarma, Managing Director;

ii. Mr. Mahendra C Vishwakarma, Whole Time Director and Chief Financial Officer;

iii. Mr. Narendra C Vishwakarma, Director & Chief Executive Officer;

iv. Mr. Prashant R Vishwakarma, Whole Time Director;

v. Mr. Parmanand M Vishwakarma, Whole Time Director.

vi. Mrs. Dhara P Shah, Company Secretary.

10. BOARD MEETINGS AND COMMITTEE MEETINGS:

a. BOARD MEETINGS:

During the year under review, the Board of Directors met Six (6) times on May 28, 2024, August 3, 2024,
November 9, 2024, February 4, 2025, February 8, 2025 and March 20, 2025. The time gap between two

Board meetings did not exceed 120 days.

The Composition of the Board, designation, their attendance at the meetings held during the year under
review is tabled below:

Sr. No.	Name	Designation	No. of Board Meetings
			Held	Attended
1	AMr. Rajendra C Vishwakarma	Managing Director	6	6
2	Mr. Mahendra C Vishwakarma	Whole Time Director & CFO	6	6
3	Mr. Narendra C Vishwakarma	Director & CEO	6	6
4	Mr. Prashant R Vishwakarma	Whole Time Director	6	6
5	Mr. Parmanand M Vishwakarma	Whole Time Director	6	6
6	**Mr. Sudhir J Shah	Non-Executive Independent Director	6	6
7	Mr. Parag S Edwankar	Non-Executive Independent Director	6	4
8	Mr. Prasad N Chirravuri	Non-Executive Independent Director	6	6
9	Ms. Geeta	Non-Executive Independent Director	6	4
10	$ Mr. Madhav P Deshpande	Non-Executive Independent Director	1	1

During the year under review, following change took place in the Board of Directors:

$Mr. Madhav P Deshpande resigned with effect from August 2, 2024.

^AMr. Rajendra C Vishwakarma stepped down as a Chairman of the Board and the Company w.e.f August
3, 2024, however he continues to be the Managing Director of the Company.

**Mr. Sudhir J Shah, Non-Executive Independent Director was appointed a Chairman of the Board and the
Company w.e.f August 3, 2024.

b. EXTRA ORDINARY GENERAL MEETINGS:

During the year under review, no Extra Ordinary General Meeting was held. However, an Extra Ordinary General
Meeting of the members of the Company was held on April 16, 2025 to approve the following special resolution:

To offer, issue and allot 4,17,600 convertible equity share warrants by way of preferential issue on private
placement basis to persons belonging to promoter and promoter group.

c. COMMITTEES OF THE BOARD:
i. AUDIT COMMITTEE:

The Company has constituted an Audit Committee, as per the provisions of Section 177 of the Companies Act,
2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year under review, the Committee met four (4) times i.e., on May 28, 2024, August 3, 2024, November
9, 2024 and February 8, 2025. The Committee comprises of following Four (4) Directors. The composition of the
Committee, category of members, their attendance at the committee meetings held during the year are as
under:

Name of Directors	Designation	No. of Board Meetings
		Held	Attended
Mr. Sudhir J. Shah Chairman	Non-Executive & Independent Director	4	4
Mr. Prasad N. Chirravuri Member	Non-Executive & Independent Director	4	4
Mr. Parag S. Edwankar Member	Non-Executive & Independent Director	4	3
Mr. Rajendra C Vishwakarma Member	Managing Director	4	4

The Role and powers of the committee are as under:

1) Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure
that the financial statements are correct, sufficient and credible.

2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of
the auditors and the fixation of audit fees.

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4) Reviewing, with the management, the annual financial statements and auditors report before submission to the
board for approval, with particular reference to:

a. Matters required to be included in the Directors Responsibility Statement in the Board’s report in terms of
clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report.

5) Reviewing, with the management, the half yearly and annual financial statements before submission to the
board for approval.

6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated
in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the
utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take
up steps in this matter.

7) Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process.

8) Approval of any transactions of the Company with Related Parties, including any subsequent modification
thereof.

9) Scrutiny of inter-corporate loans and investments.

10) Valuation of undertakings or assets of the Company, wherever it is necessary.

11) Evaluation of internal financial controls and risk management systems.

12) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal
control systems.

13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of
internal audit.

14) Discussion with internal auditors on any significant findings and follow up there on.

15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the
board.

16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern.

17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and creditors.

18) To review the functioning of the Whistle Blower mechanism, in case the same exists.

19) Approval of appointment of CFO or any other person heading the finance function or discharging that function
after assessing the qualifications, experience & background, etc. of the candidate.

20) To overview the Vigil Mechanism of the Company and take appropriate actions in case of repeated frivolous
complaints against any Director or Employee.

21) To implement Ind AS (Indian Accounting Standards), whenever required.

22) Monitoring the end use of funds raised through public offers and related matters.

23) Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing
loans / advances / investments existing as on the date of coming into force of this provision.

24) Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders.

The Audit Committee shall mandatorily review the following information:

a. Management Discussion and Analysis of financial condition and results of operations.

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by
management.

c. Management letters / letters of internal control weaknesses issued by the statutory auditors.

d. Internal Audit Reports relating to Internal Control Weaknesses.

e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to
review by the audit committee.

25) Statement of deviations:

a. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1).

b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/
notice in terms of Regulation 32(7).

Powers of the Audit Committee:

0 Investigating any activity within its terms of reference;

0 Seeking information from any employee;

0 Obtaining outside legal or other professional advice; and

0 Securing attendance of outsiders with relevant expertise, if it considers necessary.

ii. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Company has constituted a Stakeholders Relationship Committee as per the provisions of Section 178(5)
of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements)
Regulation 2015.

During the year under review, the Committee met on May 28, 2024. The Committee comprises of following Four
(4) Directors. The composition of the Committee, category of members, their attendance at the committee
meetings held during the year are as under:

Name of Directors	Designation	No. of Board Meetings
		Held	Attended
Mr. Sudhir J Shah - Chairman	Non-Executive & Independent Director	1	1
Mr. Prasad N Chirravuri - Member	Non-Executive & Independent Director	1	1
Mr. Rajendra C Vishwakarma - Member	Managing Director	1	1
Ms. Geeta - Member	Non-Executive & Independent Director	1	1

The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our Company.
The terms of reference of the Investor Grievance Committee include the following:

a. Redressal of shareholders’/investors’ complaints;

b. Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any other
securities made by the Registrar and Share Transfer Agent;

c. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

d. Non-receipt of declared dividends, balance sheets of the Company; and

e. Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015.

The details of Investors’ complaints received and resolved during the year 2024-2025 are as under:

No. of Investors’ Complaints received during the year 2024-25	No. of Investors’ Complaints resolved during the year 2024-25	No. of Investors’ Complaints pending as on 31st March, 2025
0	0	0

iii. NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee as per the provisions of Section
178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015.

During the year under review, the Committee met two (2) times on May 28, 2024, and August 3, 2024. The
Committee comprises of following Four (4) Directors. The composition of the Committee, category of
members, their attendance at the committee meetings held during the year are as under:

Name of Directors	Designation	No. of Board Meetings
		Held	Attended
Mr. Parag S Edwankar - Chairman	Non-Executive & Independent Director	2	1
Mr. Sudhir J Shah - Member	Non-Executive & Independent Director	2	2
Mr. Prasad N Chirravuri - Member	Non-Executive & Independent Director	2	2
Ms. Geeta - Member	Non-Executive & Independent Director	2	1

Role of the Committee:

Role of Nomination and Remuneration Committee are as under:

a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key
Managerial Personnel and other employees;

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

c) Devising a policy on diversity of Board of Directors.

d) Identifying persons who are qualified to become directors and who may be appointed in senior management
in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and
removal.

e) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the
report of performance evaluation of Independent Directors.

f) Such other matters as may from time to time be required by any statutory, contractual or other regulatory
requirements to be attended to by such committee.

11. PERFORMANCE EVALUATION:

In compliance with the Companies Act, 2013, and Listing Regulations, the Board of Directors has carried out an
annual evaluation of its own performance, its committees, individual directors, Chairperson, Whole-time Director
for the year under review.

The Board and Committee functioning was reviewed and evaluated on the basis of responses from directors,
committee members, whole-time director on various aspects of composition and functioning of board and its
committee.

In a separate meeting of Independent Directors held on May 24, 2025, performance of non-Independent Director,
performance of Board as whole and performance of Chairman were also evaluated.

The Board expressed its satisfaction with evaluation results, which reflects high degree of engagement of
Board and its committee with the Company and its management.

12. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to Regulation 25 of the SEBI LODR, your Company familiarizes its Independent Directors with their
roles, rights, responsibilities as well as the Company’s business and operations. Moreover, Directors are regularly
updated on the business strategies and performance, management structure and key initiatives of businesses
at every Board Meeting. The Company proactively keeps its Directors informed of the activities of the Company,
its management, operations and provides an overall industry perspective as well as issues faced by the industry.

13. RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered into are in the ordinary course of business and at arms’ length and
are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.
Further, the disclosure of transactions with related party for the year, as per Accounting Standard 18 is given in
Note 2.17 of the Notes forming part of Financial Statement for the year ended on March 31,2025.

Omnibus approval is given by the Audit Committee for the transactions which are foreseen and are repetitive in
nature. A statement of all Related Party Transactions is presented before the Audit Committee and the Board on
a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The said transactions
were unanimously approved by the Audit Committee as well as by the Board.

There were no material contracts or arrangements with related parties during the year under review. Accordingly,
no transactions are being reported in Form AOC-2 in accordance with Section 134(3)(h) of the Companies Act,
2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

14. STATEMENT OF DEVIATION/VARIATION IN THE UTILISATION OF PROCEEDS OF FURTHER PUBLIC
OFFER:

There has been no Deviation/ Variation in the utilisation of proceeds of Further Public Offer.

15. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Pursuant to the provisions of Section 186 of the Act and Schedule V of the SEBI LODR, particulars of loans,
guarantees given and investments made by your Company during financial year 2024-25 are given in the notes
to the Financial Statements.

16. MANAGEMENT’S DISCUSSION AND ANALYSIS:

Management’s Discussion and Analysis for the year under review, as stipulated in terms of the provisions of
Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in
a separate section forming part of this Report “ANNEXURE-B”.

17. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement
showing the names and other particulars of employees drawing remuneration and other disclosures are
mentioned in “ANNEXURE C”, forms part of this Report.

18. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Corporate Social Responsibilities is applicable to the Company since the net profit exceeds
Rs.5 Crores, as one of the threshold limits prescribed under Section 135 of the Companies Act, 2013 and the

Companies (Corporate Social Responsibility) Rules, 2014. The Company has constituted the Corporate Social
Responsibility committee consisting of 3 Directors of which 1(one) is Independent Director.

The Company has exceeded the threshold limits of net profit of Rs. 5 crore during immediately preceding
financial year ended March 31,2025 as specified under Section 135 of the Companies Act, 2013, accordingly
it is required to spend 2% of average net profit made in the year 2025-26 on account of Corporate Social
Responsibility.

19. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO IEPF

The transfer of unclaimed dividend and equity shares to IEPF is not applicable to the Company since the
Company has not declared any dividend.

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

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has set up Complaints Committees at its workplaces. No complaints have
been received during the year 2024-25.

21. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of directors has adopted the code of Internal Procedures and Conduct for regulating, monitoring and
reporting trading by designated persons in accordance with the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The said code lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with the securities of the Company. The Code of fair disclosure of
unpublished price sensitive information is available on the Company’s website under the Investors Relations
section at www.omfurnindia.com.

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

I. CONSERVATION OF ENERGY:

a. STEPS TAKEN OR IMPACT ON CONSERVATION OF ENERGY;

The Company is engaged in manufacturing of furniture items and fire doors. The use of electricity is
substantial in the manufacturing process. The Company has strict control systems to monitor day to
day power consumption. The Company has replaced the conventional lights with the LED lights which
are highly efficient in power consumption and the increase in brightness has led to better working
conditions. Optimum lightings have helped in reducing the stress on eyes of workers in the factory.
The Company has achieved a reduction in energy consumption with the use of transparent insulated
roof top.

b. STEPS TAKEN BY THE COMPANY FOR UTILISING ALTERNATE SOURCES OF ENERGY;

The Company has already installed Solar Plant at the Umbergaon factory, which has resulted in
reduction of energy consumption to a larger extent. This investment in Solar Plant has helped the
Company to generate electricity as an alternate source of energy and also reduced the electricity cost
incurred in factory.

II. TECHNOLOGY ABSORPTION:

(i) Efforts made towards technology absorption:

Your factory is equipped with CNC woodworking machines. These machines are known for their
precision and efficiency, which allow us to manufacture furniture products with accuracy and quality.
Our in-house design facility is also an integral part of our infrastructure, as it enables us to provide
complete furniture solutions that are in line with the latest design trends. We conduct comprehensive
testing of raw materials in our quality laboratory at our factory in accordance with both Indian Standards
and our internal specifications. Our expert testing helps us to document the quality and safety of our
furniture, which strengthens consumer trust in our brand. By ensuring that all our raw material meet
strict quality standards, we can produce furniture products that are not only beautiful but also safe and
durable. We maintain our quality standards and have obtained certifications like ISO 9001,14001, and
45001 under the strict certification rules. We believe our infrastructure is designed to manufacture
high-quality furniture products efficiently and effectively.

The Company continues its efforts in up gradation of systems and equipment, with a view to improving
the quality of the products, cost reduction in terms of better productivity and customer satisfaction
through better product performance. The Company is continuously updating itself to standardize and
install required machinery for manufacturing and quality control. The 3D Pyhtha Software was
incorporated in our new vertical Modular Furniture in residential projects like Kitchen, Wardrobe and
Vanity etc. With this software the Company has optimized cost and has reduced material wastage
when designing furniture.

(ii) Benefits derived like product improvement, cost reduction, product development or import
substitution;

Your Company intends to improve operating efficiencies to achieve cost reductions to have a competitive
edge over the peers. We believe that this can be done through technology and design improvements. We
are committed to relentlessly focus on improved quality through constant upgradation & development.

To cater to the growing demand of our products from our existing customers and to meet requirements of
new customers, recently Recently, we have expanded our manufacturing capabilities by starting metal
door production. To support this, we have invested in advanced machinery, including a Turret Punch Press,
Hydraulic Press Brake, Projection Welding machines, and an in-house powder coating unit. This new line
complements our existing operations and allows us to deliver high-quality metal doors with precision,
durability, and a superior finish.

With respect to the launch of metal product, the following steps have been taken as on date:

• Feasibility of the market and opportunities in metal door space by the sales and marketing team and
senior management of the Company;

• Research on current metal door products available in the market and feasibility of manufacturing of
the same and improvement possible by the Company;

• The fire-rated doors have been tested in accordance with Indian Standard IS 3614 at NABL-accredited
laboratories.

• Approaching existing clients and we have been successful in securing some orders as well

• We are now also working on the process of applying a wooden finish to metal doors using the sublimation
technique. This innovative process allows us to combine the strength of metal with the aesthetic
appeal of wood, offering customers elegant, durable solutions.

(iii) In case of imported technology:

(a) Details of technology imported and year of Import;

During the year under review, the Company has not imported any technology.

(b) Whether the technology been fully absorbed;

The expansion at the existing plot at GIDC Umbergaon to manufacture door frames, shutters
predominantly for the real estate sector was successful and the Company has achieved remarkable
results.

(c) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

Not Applicable

(iv) Expenditure incurred on Research and Development:

During the year under review, the Company has not incurred any expenses towards Research and
Development.

Foreign Exchange Earnings and Outgo:

The details of foreign exchange earnings and outgo are as under:

(Rs. in Lakh)

Particulars	2024-25
Foreign Exchange Earned	NIL
Foreign Exchange Outgo	NIL 4

23. VIGIL MECHANISM:

The Board of Directors of the Company, pursuant to the provisions of Section 177(9) of the Companies Act,
2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed vigil mechanism
viz. “Whistle Blower Policy” for Directors and employees of the Company to provide a mechanism which ensures
adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations
of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the
Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations. The Company has established a Whistle Blower Policy / Vigil Mechanism
Policy and the same is placed on the web site of the Company viz. www.omfurnindia.com

24. PUBLIC DEPOSITS:

The Company has not accepted or renewed any deposits from public in terms of Section 73 and/or 74 of the
Companies Act, 2013.

25. ANNUAL RETURN:

Pursuant to Sub-Section 3(a) of Section 134 and Sub-Section (3) of Section 92 of the Act, a copy of the Annual
Return of the Company as on March 31, 2025 is placed on the website of the Company and the same is
available on the following link www.omfurnindia.com.

26. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Statutory Auditors had not reported any matter under Section 143(12) of the
Act. Therefore, disclosure is not applicable in terms of Section 134(3)(ca) of the Act.

27. OTHER DISCLOSURES/REPORTING:

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there
were no transaction on these items during the FY under review:

a. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (Including sweat equity shares) to employees of the Company under any scheme save
and except Employee Stock Option Scheme referred to in this report.

c. There was no change in nature of the business of the Company.

d. The Directors have devised proper systems and process for complying with the requirements of applicable
Secretarial Standards issued by ICSI.

28. MATERIAL CHANGES AND COMMITMENTS, IF ANY:

In terms of Section 134(3)(l) of the Companies Act, 2013 there are no material changes and commitments
which could affect the Company’s financial position have occurred between the end of the financial year of the
Company and date of this report.

29. RISK MANAGEMENT:

The Company has developed and implemented a Risk Management process which identifies major risks which
may threaten the existence of the Company. The same has also been adopted by the Board and is also subject
to its review from time to time.

30. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act in relation to the audited Financial Statements of the Company for the
year ended 31st March, 2025, the Board of Directors hereby 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. such accounting policies have been selected and applied consistently and the Directors 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 31,2025 and of the profit of the Company for the year ended on that date;

c. proper and sufficient care was taken 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 Annual Accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal
financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

31. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thank the customers, shareholders, employees, suppliers, bankers,
business partners/associates, financial institutions and Central and State Governments for their consistent
support and encouragement to the Company.

FOR OMFURN INDIA LIMITED

SUDHIR J SHAH

CHAIRMAN

DIN: 00302584

DATE: MAY 24, 2025

PLACE: MUMBAI

---

Mar 31, 2024

Your Directors present the 27^th Annual Report on the business and operations of Omfurn India Limited (“the Company”) along with the Audited Financial Statements, for the Financial Year ended March 31,2024.

1. FINANCIALS:

a. FINANCIAL RESULTS:

The Financial Performance of the Company during the year under review along with the previous year figures is summarised as under:

(Rs. in Lakh)

Particulars	2023-24	2022-23
Revenue from operations	8028.82	7023.40
Other Income	108.88	84.70
Sub Total (A)	8137.69	7108.10
Expenditure
Production Cost	5763.75	5006.56
Employee Benefit expense	793.40	614.50
Other Expenses	735.07	682.59
Sub Total (B)	7292.23	5689.14
Profit before Tax, Interest and Depreciation	845.46	804.45
Finance Cost	217.38	206.19
Depreciation and Amortisation	138.01	111.52
Profit/ (Loss) before Tax	490.07	486.74
Tax Expense	123.76	96.15
Profit/ (Loss) After Tax	366.30	390.59
Add: Opening balance of Profit and Loss Account	1712.57	1321.98
Balance Carried to Balance Sheet	2078.87	1712.57

b. COMPANY’S PERFORMANCE REVIEW:

During the year under review, the revenue from operations of the Company is Rs. 8028.82 Lakh as against Rs. 7023.40 Lakh in the previous year. The Company reported a profit after tax of Rs. 366.31 Lakh for the current year as against a profit of Rs. 390.59 Lakhs in previous year.

The Company is a leading Furniture Manufacturing Company in India. Your Company is emerging as the best manufacturer & Supplier of high quality doors i.e Wooden Doors Fire Rated and Non-Fire Rated, furniture for corporate Offices, Modular Kitchen, Modular Wardrobe, Vanity, Hotel Furnitures, School Furnitures etc. Your Company have historically focused on the wooden doors as a part of our business strategy, but now we plan to expand our focus to metal door. Your Company intends to tap this potential by expanding our existing capacity at our Unit which will enable us to deliver the requirements of these industries which require steel doors. Doors are our major product contributing in revenue from operations.

c. DIVIDEND:

Your Directors have not recommended any Dividend for the financial year under review.

d. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to its reserves for the year under review.

2. SHARE CAPITAL:

During the year under review, there were changes in the share capital of the Company. Following are the

changes which took place:

a. AUTHORISED SHARE CAPITAL:

The Company at its Board Meeting held on August 22, 2023 had increased its Authorised Share Capital of the Company from Rs. 10,00,00,000 (Rupees Ten Crores) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten) to Rs. 12,50,00,000/- (Rupees Twelve Crore Fifty Lakhs) divided into 1,25,00,000 Equity Shares of Rs.10/- (Rupees Ten) and consequent Alteration in Capital Clause of the Memorandum of Association of the Company and the same was approved by the shareholders at the Annual General Meeting of the Company held on September 26, 2023.

b. ISSUED/ PAID UP/SUBSCRIBED SHARE CAPITAL:

i. Bonus Allotment:

The Board of Directors of the Company at its meeting held on August 22, 2023 had considered, approved and recommended a Bonus Issue of (1) One new Equity Share of Rs. 10/- each fully paid up for every (5) Five existing Equity Share of Rs. 10/- each fully paid up held as on the Record date and the same was approved by the shareholders at the Annual General Meeting of the Company held on September 26, 2023. Accordingly, the Board of Directors has on October 7, 2023 allotted 13,62,400 equity bonus shares of Rs.10/- to its existing shareholders thereby increasing its paid up capital from Rs.6,81,20,000/- (Rupees Six Crore Eighty One Lakh Twenty Thousand) divided into 68,12,000 (Sixty Eight Lakh Twelve Thousand) Equity Shares of Rs.10/- (Rupees Ten) to Rs.8,17,44,000/- (Rupees Eight Crores Seventeen Lakh Forty Four Thousand) divided into 81,74,400 (Eighty One Lakh Seventy Four Thousand Four Hundred) Equity Shares of Rs.10/- (Rupees Ten).

ii. Further Public Offer (FPO):

The Board of Directors at its meeting held on August 22, 2023 had considered raising of funds by way of a Further Public Offering (FPO) through a fresh issue of Equity Shares by the Company aggregating up to Rs. 35 Crore and the same was approved by the shareholders at the Annual General Meeting of the Company held on September 26, 2023. The Company had on March 26, 2024 allotted 36,00,000 fresh equity shares of Rs.10/- at a premium of Rs.65/- under Further Public Offer (FPO) thereby increasing its paid up capital from Rs. 8,17,44,000/- (Rupees Eight Crores Seventeen Lakh Forty Four Thousand) divided into 81,74,400 (Eighty One Lakh Seventy Four Thousand Four Hundred) Equity Shares of Rs.10/- (Rupees Ten) to Rs. 11,77,44,000/- (Rupees Eleven Crores Seventy Seven Lakh Forty Four Thousand) divided into 1,17,74,400 (One Crore Seventeen Lakh Seventy Four Thousand Four Hundred) Equity Shares of Rs.10/- (Rupees Ten).

3. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Your Company does not have any Subsidiary, Associate and Joint Venture Company.

4. MATERIAL ORDERS OF REGULATORS / COURTS / TRIBUNALS:

There are no significant and material orders were passed by any Regulators or Courts or Tribunal which impact

the going concern status and the Company’s operations in future.

The Credit rating of the Company has improved as under:

5. CREDIT RATING:

Particulars	Rating 2024	Rating 2023
Long Term Borrowings/Ratings	CRISIL BBB-/STABLE	CARE BB ; STABLE
Short Term Borrowings/Ratings	CRISIL A3	CAREA4

6. AUDITORS AND AUDIT REPORTS a. STATUTORY AUDITORS:

M/S. C.B.Mehta & Associates, Chartered Accountants (ICAI Firm Registration No.124987W) had been appointed as statutory auditors of the Company at the 24^th Annual General Meeting (AGM) held on September 25, 2021 for a period of three (3) years till the conclusion of the 27^th Annual General Meeting to be held in the year 2024. Now, the Company needs to appoint a new Auditor in place of the existing auditor as their term of appointment is expiring at the ensuing AGM.

As recommended by the Audit Committee, the Board of Directors at their meeting held on August 3, 2024 proposed and recommended to members of the Company, the appointment of M/s. Ashok Shetty & Co., Chartered Accountants (ICAI Firm Registration No.117134W) as Statutory Auditors of the Company for a period of five (5) consecutive years, to hold office from the conclusion of this ensuing 27^th Annual General Meeting till the conclusion of the 32^nd Annual General Meeting of the Company to be held in the year 2029, at such remuneration as shall be fixed by the Board of Directors of the Company and the Auditors.

The Auditors Report on the financial statement of the Company for the financial year ended 31^st March, 2024, which forms part of the Annual Report of the Company, does not contain any reservation, qualification or adverse remark.

b. SECRETARIAL AUDITOR:

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Mr. Prashant S. Mehta, Practicing Company Secretary, Mumbai, was appointed as a Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for financial year 2023-24.

Your Company has generally complied with the Secretarial Standards and the Secretarial Audit Report is annexed in Form MR-3 for financial year 2023-24 as “ANNEXURE A” to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

c. INTERNAL AUDITOR:

The Board of Directors has appointed M/s. Patkar & Associates, Chartered Accountants as the Internal Auditors of the Company. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

7. INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

8. CORPORATE GOVERNANCE:

Since the Company’s securities are listed on SME Emerge platform of National Stock Exchange of India Limited by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirement), Regulations, 2015 the compliance with the corporate governance provisions as specified in regulation 17 to 27 and clauses (b) to (i) [and (t)] of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. The Company has also filed non-applicability of corporate governance requirement certificate with NSE. Hence, corporate governance does not form part of this Board’s Report.

The Composition of the Board of Directors and Key Managerial Personnel are as follows:

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL: a. COMPOSITION:

Sr. No	Name of the Director	Designation
1.	A Mr. Rajendra C Vishwakarma	Managing Director
2.	Mr. Mahendra C Vishwakarma	Whole time Director & Chief Financial Officer
3.	Mr. Narendra C Vishwakarma	Executive Director & Chief Executive Officer
4.	**Mr. Sudhir J Shah	Chairman & Non-Executive Independent Director
5.	Mr. Parag S Edwankar	Non-Executive Independent Director
6.	Ms. Geeta	Non-Executive Independent Woman Director
7.	Mr. Prasad N Chirravuri	Non-Executive Independent Director
8.	Ms. Dhara P Shah	Company Secretary
9.	* Mr. Prashant R Vishwakarma	Whole time Director
10.	#Mr. Parmanand M Vishwakarma	Whole time Director
11.	$ Mr. Madhav P Deshpande	Non-Executive Independent Director

During the year under review, following changes took place in the composition of the Board:

^A Mr. Rajendra C Vishwakarma stepped down as a Chairman of the Board and the Company w.e.f August 3, 2024, however he continues to be the Managing Director of the Company.

** Mr. Sudhir J Shah, Non-Executive Independent Director was appointed as a Chairman of the Board and the Company w.e.f August 3, 2024.

*Mr. Prashant R Vishwakarma was appointed as a Whole Time Director w.e.f July 15, 2023.

#Mr. Parmanand M Vishwakarma was appointed as Whole-Time Director w.e.f July 15, 2023.

$ Mr. Madhav P Deshpande was appointed Non-Executive Independent Director w.e.f July 15, 2023.

$Mr. Madhav P Deshpande resigned with effect from August 2, 2024.

b. APPOINTMENT/RE-APPOINTMENT OF DIRECTORS:

i. During the year under review, based on the recommendation of the Nomination and Remuneration

Committee and approval of Board at its meeting held on July 15, 2023 following Directors were appointed:

• Mr. Prashant R Vishwakarma was appointed as Additional Director, designated as Whole Time Director and subsequently his appointment was regularised at the Annual General Meeting held on September 26,2023;

• Mr. Parmanand M Vishwakarma was appointed as Additional Director, designated as Whole Time Director and subsequently his appointment was regularised at the Annual General Meeting held on September 26, 2023.

• Mr. Madhav P Deshpande was appointed as Additional Independent Director and subsequently his appointment was regularised at the Annual General Meeting held on September 26, 2023.

• Mr. Madhav P Deshpande resigned with effect from August 2, 2024.

ii. On recommendation of Nomination and Remuneration Committee by the Board of Directors at their meeting

held on August 3, 2024 had approved:

• The re-appointment of Mr. Prasad Chirravuri (DIN:08604812) as a Non-Executive Independent Director of the Company for the second term of 5 years commencing from November 7, 2024 to November 6, 2029

• The re-appointment of Ms. Geeta (DIN:08769814) as Non-Executive Independent Director of the Company for the second term of 5 years commencing from from 27^th June, 2025 to 26^th June, 2030.

The above re-appointments of Mr. Prasad Chirravuri and Ms. Geeta, Non-Executive Independent Directors requires approval of the shareholders and the said approval of the shareholders for both the Independent Directors is sought at the ensuing Annual General Meeting of the Company.

c. RETIREMENT BY ROTATION:

In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Narendra C Vishwakarma, (DIN: 00103447), Director is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment at the said meeting. The Board recommends his re-appointment for members approval.

As per Regulation 36 of the SEBI LODR and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (SS-2), a brief profile and other relevant details regarding re-appointment of Mr. Narendra C Vishwakarma are contained in the Annexure accompanying the explanatory statement to the Notice of the ensuing Annual General Meeting.

d. INDEPENDENT DIRECTORS’ DECLARATION

The Company has received declarations of Independence, pursuant to Section 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.They also have complied with sub-rule (1) and sub-rule (2) of Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and their name have been included in the data bank of the ‘Indian Institute of Corporate Affairs at Manesar’ (IICA).

e. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its Directors informed of the activities of the Company, its management, operations and provides an overall industry perspective as well as issues faced by the industry.

10. FURTHER PUBLIC OFFER (FPO):

During the year under review, the Company had come up with Further Public Offer (FPO) by issuing 36,00,000 fresh equity shares at a price of Rs.75/- (including premium of Rs.65/-) and the total issue size was of Rs.27,00,00,000/- (Rupees Twenty Seven Crores).

The issue opened on March 20, 2024 and closed on March 22, 2024.

The Company allotted 36,00,000 equity shares on March 26, 2024. The said shares got listed on NSE Emerge platform of National Stock Exchange of India on March 28, 2024.

The main object of the issue is as under:

• Funding capital expenditure towards installation of plant & machinery in our existing premises along with required civil, electric and fabrication work, set up of new metal door plant;

• Repayment/prepayment, in full or part, of certain borrowings availed of by our Company;

• Funding to meet working capital requirements;

• General corporate purposes and

• Issue Related Expenses.

11. BOARD MEETINGS AND COMMITTEE MEETINGS:

a. BOARD MEETINGS:

During the year under review, the Board of Directors met Eight (8) times on May 26, 2023, July 15, 2023, August 22, 2023, October 7, 2023, October 28, 2023, December 28, 2023, February 10, 2024 and February 17, 2024. The time gap between two Board meetings did not exceed 120 days.

The Composition of the Board, designation, their attendance at the meetings held during the year under review is tabled below:

Sr. No.	Name	Designation	No. of Board Meetings
			Held	Attended
1	AMr. Rajendra C Vishwakarma	Managing Director	8	8
2	Mr. Mahendra C Vishwakarma	Whole Time Director & CFO	8	7
3	Mr. Narendra C Vishwakarma	Director & CEO	8	8
4	*Mr. Prashant R Vishwakarma	Whole Time Director	7	7
5	#Mr. Parmanand M Vishwakarma	Whole Time Director	7	7
6	**Mr. Sudhir J Shah	Non-Executive Independent Director	8	7
7	Mr. Parag S Edwankar	Non-Executive Independent Director	8	8
8	Mr. Prasad N Chirravuri	Non-Executive Independent Director	8	8
9	Ms. Geeta	Non-Executive Independent Director	8	8
10	$ Mr. Madhav P Deshpande	Non-Executive Independent Director	7	6

During the year under review, following changes took place in the Board of Directors:

* Mr. Prashant R Vishwakarma was appointed as Whole Time Director with effect from July 15, 2023.

# Mr. Parmanand M Vishwakarma was appointed as Whole Time Director with effect from July 15, 2023.

$ Mr. Madhav P Deshpande was appointed as Non-Executive and Independent Director with effect from July 15, 2023.

$Mr. Madhav P Deshpande resigned with effect from August 2, 2024.

^AMr. Rajendra C Vishwakarma stepped down as a Chairman of the Board and the Company w.e.f August 3, 2024, however he continues to be the Managing Director of the Company.

**Mr. Sudhir J Shah, Non-Executive Independent Director was appointed a Chairman of the Board and the Company w.e.f August 3, 2024.

b. EXTRA ORDINARY GENERAL MEETINGS:

During the year under review, no extra ordinary general meeting was held.

COMMITTEES OF THE BOARD:

c. AUDIT COMMITTEE:

The Company has constituted an Audit Committee, as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the Committee met five (5) times i.e., on May 26, 2023, July 15, 2023, October 28, 2023, December 28, 2023 and February 10, 2024. The Committee comprises of following Four (4) Directors. The composition of the Committee, category of members, their attendance at the committee meetings held during the year are as under:

Name of Directors	Designation	No. of Board Meetings
		Held	Attended
Mr. Sudhir J Shah Chairman	Non-Executive & Independent Director	5	4
Mr. Prasad N Chirravuri Member	Non-Executive & Independent Director	5	5
Mr. Parag S Edwankar Member	Non-Executive & Independent Director	5	5
Mr. Rajendra C Vishwakarma Member	Managing Director	5	5

The Role and powers of the committee are as under:

1) Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4) Reviewing, the annual financial statements before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Directors Responsibility Statement in the Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions.

g. Modified opinion(s) in the draft audit report.

5) Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.

6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7) Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process.

8) Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof.

9) Scrutiny of inter-corporate loans and investments.

10) Valuation of undertakings or assets of the Company, wherever it is necessary.

11) Evaluation of internal financial controls and risk management systems.

12) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14) Discussion with internal auditors on any significant findings and follow up there on.

15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

18) To review the functioning of the Whistle Blower mechanism, in case the same exists.

19) Approval of appointment of CFO or any other person heading the finance function or discharging that function after assessing the qualifications, experience & background, etc. of the candidate.

20) To overview the Vigil Mechanism of the Company and take appropriate actions in case of repeated frivolous complaints against any Director or Employee.

21) To implement Ind AS (Indian Accounting Standards), whenever required.

22) Monitoring the end use of funds raised through public offers and related matters.

The Audit Committee shall mandatorily review the following information:

a. Management Discussion and Analysis of financial condition and results of operations.

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.

c. Management letters / letters of internal control weaknesses issued by the statutory auditors.

d. Internal Audit Reports relating to Internal Control Weaknesses.

e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the audit committee.

23) Statement of deviations:

a. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice in terms of Regulation 32(7).

Powers of the Audit Committee:

0 Investigating any activity within its terms of reference;

0 Seeking information from any employee;

0 Obtaining outside legal or other professional advice; and

0 Securing attendance of outsiders with relevant expertise, if it considers necessary.

d. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Company has constituted a Stakeholders Relationship Committee as per the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

During the year under review, the Committee met on May 26, 2023. The Committee comprises of following Four (4) Directors. The composition of the Committee, category of members, their attendance at the committee meetings held during the year are as under:

Name of Directors	Designation	No. of Board Meetings
		Held	Attended
Mr. Sudhir J Shah - Chairman	Non-Executive & Independent Director	1	1
Mr. Prasad N Chirravuri - Member	Non-Executive & Independent Director	1	1
Mr. Rajendra C Vishwakarma - Member	Managing Director	1	1
Ms. Geeta - Member	Non-Executive & Independent Director	1	1

The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our Company. The terms of reference of the Investor Grievance Committee include the following:

a. Redressal of shareholders’/investors’ complaints;

b. Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

c. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

d. Non-receipt of declared dividends, balance sheets of the Company; and

e. Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The details of Investors’ complaints received and resolved during the year 2023-2024 are as under:

No. of Investors’ Complaints received during the year 2023-24	No. of Investors’ Complaints resolved during the year 2023-24	No. of Investors’ Complaints pending as on 31st March, 2024
0	0	0

c. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

During the year under review, the Committee met three (3) times on May 26, 2023, July 15, 2023 and August 22, 2023. The Committee comprises of following Four (4) Directors. The composition of the Committee, category of members, their attendance at the committee meetings held during the year are as under:

Name of Directors	Designation	No. of Board Meetings
		Held	Attended
Mr. Parag S Edwankar - Chairman	Non-Executive & Independent Director	3	3
Mr. Sudhir J Shah - Member	Non-Executive & Independent Director	3	3
Mr. Prasad N Chirravuri - Member	Non-Executive & Independent Director	3	3
Ms. Geeta - Member	Non-Executive & Independent Director	3	3

Role of the Committee:

Role of Nomination and Remuneration Committee are as under:

a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other associates.

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

c) Devising a policy on diversity of Board of Directors.

d) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

e) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

f) Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

12. PERFORMANCE EVALUATION:

In compliance with the Companies Act, 2013, and Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, its committees, individual directors, Chairperson, Whole-time Director for the year under review.

The Board and Committee functioning was reviewed and evaluated on the basis of responses from directors, committee members, whole-time director on various aspects of composition and functioning of board and its committee.

In a separate meeting of Independent Directors held on May 26, 2023, performance of non-Independent Director, performance of Board as whole and performance of Chairman were also evaluated.

The Board expressed its satisfaction with evaluation results, which reflects high degree of engagement of Board and its committee with the Company and its management.

13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to Regulation 25 of the SEBI LODR, your Company familiarizes its Independent Directors with their roles, rights, responsibilities as well as the Company’s business and operations. Moreover, Directors are regularly updated on the business strategies and performance, management structure and key initiatives of businesses at every Board Meeting. The Company proactively keeps its Directors informed of the activities of the Company, its management, operations and provides an overall industry perspective as well as issues faced by the industry.

14. RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered into are in the ordinary course of business and at arms’ length and are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. Further, the disclosure of transactions with related party for the year, as per Accounting Standard 18 is given in Note 2.17 of the Notes forming part of Financial Statement for the year ended on March 31,2024.

Omnibus approval is given by the Audit Committee for the transactions which are foreseen and are repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and the Board on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The said transactions were unanimously approved by the Audit Committee as well as by the Board.

There were no material contracts or arrangements with related parties during the year under review. Accordingly, no transactions are being reported in Form AOC-2 in accordance with Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

15. STATEMENT OF DEVIATION/VARIATION IN THE UTILISATION OF PROCEEDS OF FURTHER PUBLIC OFFER:

There has been no Deviation/ Variation in the utilisation of proceeds of Further Public Offer.

16. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Pursuant to the provisions of Section 186 of the Act and Schedule V of the SEBI LODR, particulars of loans, guarantees given and investments made by your Company during financial year 2023-24 are given in the notes to the Financial Statements.

17. MANAGEMENT’S DISCUSSION AND ANALYSIS:

Management’s Discussion and Analysis for the year under review, as stipulated in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Report “ANNEXURE-B”.

18. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of employees drawing remuneration and other disclosures are mentioned in “ANNEXURE C”, forms part of this Report.

19. CORPORATE SOCIAL RESPONSIBILITY POLICY

The provisions of Corporate Social Responsibilities are not applicable, as the Company does not exceeded the threshold limits prescribed under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014.

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

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Complaints Committees at its workplaces. No complaints have been received during the year 2023-24.

21. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of directors has adopted the code of Internal Procedures and Conduct for regulating, monitoring and reporting trading by designated persons in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said code lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the securities of the Company. The Code of fair disclosure of unpublished price sensitive information is available on the Company’s website under the Investors Relations section at www.omfurnindia.com.

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

I. CONSERVATION OF ENERGY:

a. STEPS TAKEN OR IMPACT ON CONSERVATION OF ENERGY:

The Company is engaged in manufacturing of furniture items and fire doors. The use of electricity is substantial in the manufacturing process. The Company has strict control systems to monitor day to day power consumption. The Company has replaced the conventional lights with the LED lights which are highly efficient in power consumption and the increase in brightness has led to better working conditions. Optimum lightings have helped in reducing the stress on eyes of workers in the factory. The Company has achieved a reduction in energy consumption with the use of transparent insulated roof top.

b. STEPS TAKEN BY THE COMPANY FOR UTILISING ALTERNATE SOURCES OF ENERGY:

The Company has already installed Solar Plant at the Umbergaon factory, which has resulted in reduction of energy consumption to a larger extent. This investment in Solar Plant has helped the Company to generate electricity as an alternate source of energy and also reduced the electricity cost incurred in factory.

II. TECHNOLOGY ABSORPTION:

(i) Efforts made towards technology absorption:

Your factory is equipped with CNC woodworking machines. These machines are known for their precision and efficiency, which allow us to manufacture furniture products with accuracy and quality. Our in-house design facility is also an integral part of our infrastructure, as it enables us to provide complete furniture

solutions that are in line with the latest design trends. We conduct comprehensive testing of raw materials in our quality laboratory at our factory in accordance with both Indian Standards and our internal specifications. Our expert testing helps us to document the quality and safety of our furniture, which strengthens consumer trust in our brand. By ensuring that all our raw material meet strict quality standards, we can produce furniture products that are not only beautiful but also safe and durable. We maintain our quality standards and have obtained certifications like ISO 9001, 14001, and 45001 under the strict certification rules. We believe our infrastructure is designed to manufacture high-quality furniture products efficiently and effectively.

The Company continues its efforts in up gradation of systems and equipment, with a view to improving the quality of the products, cost reduction in terms of better productivity and customer satisfaction through better product performance. The Company is continuously updating itself to standardize and install required machinery for manufacturing and quality control. The 3D Pyhtha Software was incorporated in our new vertical Modular Furniture in residential projects like Kitchen, Wardrobe and Vanity etc. With this software the Company has optimized cost and has reduced material wastage when designing furniture.

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution:

Your Company intends to improve operating efficiencies to achieve cost reductions to have a competitive edge over the peers. We believe that this can be done through technology and design improvements. We are committed to relentlessly focus on improved quality through constant upgradation & development.

To cater to the growing demand of our products from our existing customers and to meet requirements of new customers, we intend to expand our manufacturing capacities for existing products and by introducing the new category i.e. metal doors. This will help us to better serve our existing customers, assist us in better addressing the business requirements of large customers and will also allow us to attract new customers. We also propose to improve the quality and quantity of our products for which we intend to install latest equipment and undertake modification in the existing machine along with few new age machineries. We believe that the said additional equipment will enable us in manufacturing better quality products which will increase our sales and reduce our direct expenditures. In order to achieve this, our Company has identified the new machines to be added to our existing plant and machineries at our existing manufacturing unit.

With respect to the proposed metal door manufacturing facility of the Company, the following steps have been taken as on date:

• Feasibility of the market and opportunities in metal door space by the sales and marketing team and senior management of the Company;

• Research on current metal door products available in the market and feasibility of manufacturing of the same and improvement possible by the Company;

• Identification and selection of suitable and adequate plant and machinery, for which quotations have been received;

• Visits by the senior management of the Company to vendors to select machinery and to understand the know-how;

• Identification and demarcation of separate space at the existing manufacturing facility of the Company and

• Engaging the Architect and relevant professionals for construction of suitable civil structure”

(iii) In case of imported technology:

(a) Details of technology imported and year of Import:

During the year under review, the Company has not imported any technology.

(b) Whether the technology been fully absorbed:

The expansion at the existing plot at GIDC Umbergaon to manufacture door frames, shutters predominantly for the real estate sector was successful and the Company has achieved remarkable results.

(c) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

Not Applicable

(iv) Expenditure incurred on Research and Development:

During the year under review, the Company has not incurred any expenses towards Research and Development. Foreign Exchange Earnings and Outgo:

The details of foreign exchange earnings and outgo are as under:

(Rs. in Lakh)

Particulars	2023-24
Foreign Exchange Earned	NIL
Foreign Exchange Outgo	90.09

23. VIGIL MECHANISM:

The Board of Directors of the Company, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed vigil mechanism viz. “Whistle Blower Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company has established a Whistle Blower Policy / Vigil Mechanism Policy and the same is placed on the web site of the Company viz. www.omfurnindia.com

24. PUBLIC DEPOSITS:

The Company has not accepted or renewed any deposits from public in terms of Section 73 and/or 74 of the Companies Act, 2013.

25. ANNUAL RETURN:

Pursuant to Sub-Section 3(a) of Section 134 and Sub-Section (3) of Section 92 of the Act, a copy of the Annual Return of the Company as on 31 March, 2024 is placed on the website of the Company and the same is available on the following link www.omfurnindia.com.

26. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Statutory Auditors had not reported any matter under Section 143(12) of the Act. Therefore, disclosure is not applicable in terms of Section 134(3)(ca) of the Act.

27. OTHER DISCLOSURES/REPORTING:

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the FY under review:

a. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (Including sweat equity shares) to employees of the Company under any scheme save and except Employee Stock Option Scheme referred to in this report.

c. There was no change in nature of the business of the Company.

d. The Directors have devised proper systems and process for complying with the requirements of applicable Secretarial Standards issued by ICSI.

28. MATERIAL CHANGES AND COMMITMENTS, IF ANY:

In terms of Section 134(3)(l) of the Companies Act, 2013 there are no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

29. RISK MANAGEMENT:

The Company has developed and implemented a Risk Management process which identifies major risks which may threaten the existence of the Company. The same has also been adopted by the Board and is also subject to its review from time to time.

30. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act in relation to the audited Financial Statements of the Company for the year ended 31st March, 2024, the Board of Directors hereby 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. such accounting policies have been selected and applied consistently and the Directors 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 31st March, 2024 and of the profit of the Company for the year ended on that date;

c. proper and sufficient care was taken 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 Annual Accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thank the customers, shareholders, employees, suppliers, bankers,

business partners/associates, financial institutions and Central and State Governments for their consistent

support and encouragement to the Company.

FOR OMFURN INDIA LIMITED

SUDHIR J SHAH

CHAIRMAN

DIN: 00302584

DATE: AUGUST 3, 2024

PLACE: MUMBAI

---

Mar 31, 2023

Your Directors present the 26^th Annual Report on the business and operations of Omfurn India Limited (“the Company”) along with the Audited Financial Statements, for the Financial Year ended March 31,2023.

1. FINANCIAL PERFORMANCE:

The Financial Performance of the Company during the year under review along with the previous year figures is summarised below:

-- Particulars	2022-23	2021-22
Revenue from operations	7023.40	3084.09
Other Income	84.70	145.69
Sub Total (A)	7108.10	3229.79
Expenditure
Production Costs	4957.45	2099.77
Employee Benefit expense	601.67	433.14
Other Expenses	744.53	370.61
Sub Total (B)	6303.65	2903.52
Profit before Tax, Interest and Depreciation	804.45	326.27
Finance Cost	206.19	136.88
Depreciation and Amortisation	111.52	114.22
Profit/ (Loss) before Tax	486.74	75.17
Tax Expense	96.15	07.00
Profit/ (Loss) After Tax	390.59	68.18
Add: Opening balance of Profit and Loss Account	1321.98	1,253.80
Balance Carried to Balance Sheet	1712.57	1321.98

2. Company’s Performance Review:

During the year under review, the revenue from operations of the Company is Rs. 7023.40 Lakh as against Rs. 3084.09 Lakh in the previous year. The Company reported a profit after tax of Rs.390.59 Lakh for the current year as against a profit of Rs. 68.18 Lakh in previous year. The Company’s policy of product innovation and the range of new products already introduced would yield sustainable profitability in the long run.

3. Dividend:

In order to strengthen the financial position of the Company, the Directors have not recommended any dividend.

4. Holding, Subsidiaries and Associates:

The Company does not have any Holding, Subsidiary and Associate Company.

5. Transfer to Reserves:

During the year under review, the Company has not transferred any amount to Reserves.

6. Particulars of Loans, Guarantee or Investment under section 186 of the Companies Act, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the Notes to Financial Statements.

7. Credit Rating:

The Credit Rating of the Company is as under:

Long Term: CARE BB ; STABLE Short Term: CAREA4 .

8. Other Disclosures under the Companies Act, 2013:

i. Equity Share Capital:

During the year under review, the Company has not allotted any Equity Shares.

ii. Annual Return:

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at www.omfurnindia.com.

iii. Board Meetings:

During the year under review, the Board of Directors met 4 (four) times on May 18, 2022, July 30, 2022, November 12, 2022 and February 11,2023. The time gap between two Board meetings did not exceed 120 days.

The Composition of the Board, designation, their attendance at the meetings held during the year under review is tabled below:

Sr. No.	Name	Designation	No. of Board Meetings
			Held	Attended
1.	Mr. Rajendra C Vishwakarma	Managing Director	4	4
2.	Mr. Mahendra C Vishwakarma	Whole time Director	4	3
3.	Mr. Narendra C Vishwakarma	Director	4	4
4.	Mr. Jayshankar A Chandira*	Director	4	4
5.	Mr. Sudhir J Shah	Independent Director	4	4
6.	Mr. Parag S Edwankar	Independent Director	4	4
7.	Ms. Prasad N Chirravuri	Independent Director	4	3
8.	Ms. Geeta B Shetty	Independent Director	4	4

During the year under review, following change took place in the Board of Directors:

*Mr. Jayshankar A Chandira resigned w.e.f. February 28, 2023.

iv. General Meetings:

During the year under review, the Company conducted One (1) Extra Ordinary General Meeting on June

24, 2022 to approve the following special resolutions:

a. To consider re-appointment of Mr. Parag S Edwankar (DIN: 02834656) for the second term of 5 years as a Non-Executive Independent Director of the Company;

b. To consider re-appointment of Mr. Sudhir J Shah (DIN: 00302584) for the second term of 5 years as a Non-Executive Independent Director of the Company;

c. To consider re-appointment and payment of remuneration to Mr. Rajendra C Vishwakarma (DIN: 00091492), Managing Director for a period of 5 years;

d. To consider re-appointment and payment of remuneration to Mr. Mahendra C Vishwakarma (DIN: 00096586), Whole Time Director for a period of 5 years;

e. To consider re-appointment of Mr. Narendra C Vishwakarma (DIN: 00103447), as Executive Director & Chief Executive Officer for a period of 5 years.

The Board had constituted various committees which are as follows:

a. Audit Committee:

The Company has constituted an Audit Committee, as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the Committee met four (4) times i.e., on May 18, 2022, July 30, 2022, November 12, 2022 and February 11,2023. The Committee comprises of following Four (4) Directors. The composition of the Committee, category of members, their attendance at the committee meetings held during the year are as under:

Name of Directors	Designation	No. of Board Meetings
		Held	Attended
Mr. Sudhir Jayantilal Shah Chairman	Non-Executive & Independent Director	4	4
Mr. Prasad Narsingrao Chirravuri Member	Non-Executive & Independent Director	4	3
Mr. Parag S. Edwankar Member	Non-Executive & Independent Director	4	4
Mr. Rajendra Chitbahal Vishwakarma - Member	Managing Director	4	4

The Role and powers of the committee are as under:

1) Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4) Reviewing, the annual financial statements before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Directors Responsibility Statement in the Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions.

g. Modified opinion(s) in the draft audit report.

5) Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.

6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7) Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process.

8) Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof.

9) Scrutiny of inter-corporate loans and investments.

10) Valuation of undertakings or assets of the Company, wherever it is necessary.

11) Evaluation of internal financial controls and risk management systems.

12) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14) Discussion with internal auditors on any significant findings and follow up there on.

15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

18) To review the functioning of the Whistle Blower mechanism, in case the same exists.

19) Approval of appointment of CFO or any other person heading the finance function or discharging that function after assessing the qualifications, experience & background, etc. of the candidate.

20) To overview the Vigil Mechanism of the Company and take appropriate actions in case of repeated frivolous complaints against any Director or Employee.

21) To implement Ind AS (Indian Accounting Standards), whenever required.

22) Monitoring the end use of funds raised through public offers and related matters.

The Audit Committee shall mandatorily review the following information:

a. Management Discussion and Analysis of financial condition and results of operations.

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.

c. Management letters / letters of internal control weaknesses issued by the statutory auditors.

d. Internal Audit Reports relating to Internal Control Weaknesses.

e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the audit committee.

23) Statement of deviations:

a. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice in terms of Regulation 32(7).

Powers of the Audit Committee:

0 Investigating any activity within its terms of reference;

0 Seeking information from any employee;

0 Obtaining outside legal or other professional advice; and

0 Securing attendance of outsiders with relevant expertise, if it considers necessary.

b. Stakeholder Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee as per the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

During the year under review, the Committee met on July 30, 2022. The Committee comprises of following Four (4) Directors. The composition of the Committee, category of members, their attendance at the committee meetings held during the year are as under:

Name of Directors	Designation	No. of Board Meetings
		Held	Attended
Mr. Sudhir Jayantilal Shah - Chairman	Non-Executive & Independent Director	1	1
Mr. Prasad N. Chirravuri - Member	Non-Executive & Independent Director	1	1
Mr. Rajendra C. Vishwakarma - Member	Managing Director	1	1
Ms. Geeta Shetty - Member	Non-Executive & Independent Director	1	1

The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our Company. The terms of reference of the Investor Grievance Committee include the following:

a. Redressal of shareholders’/investors’ complaints;

b. Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

c. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

d. Non-receipt of declared dividends, balance sheets of the Company; and

e. Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The details of Investors’ complaints received and resolved during the year 2022-2023 are as under:

No. of Investors’ Complaints received during the year 2022-23	No. of Investors’ Complaints resolved during the year 2022-23	No. of Investors’ Complaints pending as on 31st March, 2023
0	0	0

c. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

During the year under review, the Committee met once on May 18, 2022. The Committee comprises of following Four (4) Directors. The composition of the Committee, category of members, their attendance at the committee meetings held during the year are as under:

Name of Directors	Designation	No. of Board Meetings
		Held	Attended
Mr. Parag S Edwankar - Chairman	Non-Executive & Independent Director	1	1
Mr. Sudhir J Shah - Member	Non-Executive & Independent Director	1	1
Mr. Prasad N Chirravuri - Member	Non-Executive & Independent Director	1	1
Ms. Geeta Shetty - Member	Non-Executive & Independent Director	1	1

Role of Nomination and Remuneration Committee are as under:

a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other associates.

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

c) Devising a policy on diversity of Board of Directors.

d) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

e) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

f) Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

vi. Changes in nature of Business:

There has been no change in the nature of business of the Company during the financial year ended March 31,2023.

vii. Related Party Transactions:

All the Related Party Transactions entered into are in the ordinary course of business and at arm’s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. Further, the disclosure of transactions with related party for the year, as per Accounting Standard 18 is given in Note 2.17 of the Notes forming part of Financial Statement for the year ended on March 31, 2023.

Omnibus approval is given by Audit Committee for the transactions which are foreseen and are repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and the Board on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The said transactions were unanimously approved by the Audit Committee as well as by the Board.

There were no material contracts or arrangements with related parties during the year under review. Accordingly, no transactions are being reported in Form AOC-2 in accordance with Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

9. Whistle Blower Policy / Vigil Mechanism:

In compliance with the requirement of the Companies Act, 2013 and SEBI Listing Regulations, the Company has established a Whistle Blower Policy / Vigil Mechanism Policy and the same is placed on the web site of the Company viz. www.omfurnindia.com

A fraud and corruption free environment in a Company is the objective and in view of that, a Vigil Mechanism (Whistle Blower) Policy has been adopted by the Board for Directors and employees, which is uploaded on the website of the Company www.omfurnindia.com pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. No complaint of this nature has been received by the Audit Committee during the year under review.

10. Statutory Auditors, their Report and notes to Financial Statements and Fraud, if any:

M/S. C.B. Mehta & Associates, Chartered Accountants (Firm Registration No. 124978W) were appointed as Statutory Auditors of the Company at the 24^th Annual General Meeting held on September 25, 2021 for a period of three (3) years from the conclusion of the 24^th Annual General Meeting till the conclusion of the 27^th Annual General Meeting to be held in the year 2024.

Further, the report of the Statutory Auditors along with the notes is enclosed with the Financial Statements. The observations made in the Auditors’ Report which contains unmodified opinion are self-explanatory and does not contain any qualification/ modified opinion. Therefore, it does not call for any further comments.

Reporting of Fraud:

During the year under review, the Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, 2013 the details of which needs to be mentioned in the report.

11. Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 the Board of Directors had appointed Mr. Prashant S. Mehta, of P. Mehta & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is attached to this report as ‘Annexure-A’. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark. Therefore, it does not call for any further comments.

12. Internal Auditor:

The Board of Directors has appointed M/s. Patkar & Associates, Chartered Accountants as the Internal Auditors of the Company. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

13. Maintenance of Cost Records and Cost Audit:-

The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for the products manufactured by the company and hence the provisions of Companies (Cost Records and Audit) Rules, 2014 are not applicable.

14. Updates on Board of Directors/ Key Managerial Personnel (KMP):

a) Performance Evaluation:

In compliance with the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual evaluation has been carried out by the Board of its own performance, of its committees and Directors by way of individual and collective feedback from Directors. The Directors expressed their satisfaction with the evaluation process.

b) Directors and Key Managerial Performance:

The Composition of the Board of Directors and Key Managerial Personnel are as follow:

Sr. No	Name	Designation
1.	Mr. Rajendra C Vishwakarma	Managing Director
2.	Mr. Mahendra C Vishwakarma	Whole time Director & Chief Financial Officer
3.	Mr. Narendra C Vishwakarma	Executive Director & Chief Financial Officer
4.	Mr. Jayshankar A Chandira*	Executive Director
5.	Mr. Sudhir J Shah	Independent Director
6.	Mr. Parag S Edwankar	Independent Director
7.	Ms. Geeta Shetty	Independent Woman Director
8.	Ms. Prasad N Chirravuri	Independent Director
9.	Ms. Dhara P Shah	Company Secretary
10.	Mr. Prashant R Vishwakarma**	Additional Director-Whole time Director
11.	Mr. Parmanand M Vishwakarma***	Additional Director-Whole time Director
12.	Mr. Madhav Deshpande****	Additional Director-Non-Executive Independent Director

During the year under review, following change took place in the composition of the Board:

*Mr. Jayshankar A Chandira resigned w.e.f. February 28, 2023.

**Mr. Prashant R Vishwakarma was appointed as Additional Director designated as Whole-Time Director w.e.f July 15, 2023 for a period of 5 years and his appointment will be regularised at the ensuing Annual General Meeting of the Company.

***Mr. Parmanand M Vishwakarma was appointed as Additional Director designated as Whole-Time Director w.e.f July 15, 2023 for a period of 5 years and his appointment will be regularised at the ensuing Annual General Meeting of the Company.

****Mr. Madhva Deshpande was appointed as Additional Director- Non-Executive Independent Director w.e.f July 15, 2023 for a period of 5 years and his appointment will be regularised at the ensuing Annual General Meeting of the Company.

The Company has received declarations of Independence pursuant to Section 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Retirement of Director by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Mahendra C Vishwakarma, (DIN: 00096586), Director is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, he has offered himself for re-appointment. Accordingly, the proposal for his re-appointment has been included in the Notice convening the 26^th Annual General Meeting of the Company.

Declaration by Independent Directors

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the section 149 of the Companies Act, 2013 as well as Regulations 16 (b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Board confirms that the said Independent Directors meet the criteria as laid down under the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

c) Code of Conduct:

The Company has formulated a code of conduct for Board of Directors and Senior Managerial Personnel. The confirmation of compliance of the same is obtained from all concerned on an annual basis. All Board Members and Senior Managerial Personnel have given their confirmation of compliance for the year under review. The code of conduct for Directors and Senior Managerial Personnel is also placed on the website of the Company viz. www.omfurnindia.com.

d) Familiarization Programme for Independent Directors:

The Company proactively keeps its Directors informed of the activities of the Company, its management, operations and provides an overall industry perspective as well as issues faced by the industry.

15. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report and is attached as “Annexure-B”.

16. Deposits:

As per Section 73 of the Companies Act, 2013 the Company has not invited/ accepted/renewed any deposits from the public during the year ended March 31,2023.

17. Corporate Social Responsibility:

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company as it does not satisfy any of the criteria prescribed.

18. Corporate Governance:

Since the Company’s securities are listed on SME Emerge Platform of National Stock Exchange of India Limited, by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 the compliance with the corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of subregulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. The Company has also filed non-applicability of corporate governance requirement certificate with the NSE and has complied with the requirements of the Regulation. Hence corporate governance does not form part of this Boards’ Report.

19. Internal Financial Control with reference to Financial Statements:

The Company has adequate internal financial control procedure commensurate with its size and nature of business. These controls include well defined policies, guidelines, standard operating procedure, authorization and approval procedures. The internal financial control of the Company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

20. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future:

During the year under review, there have been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

21. Risk Management:

The Company has developed and implemented a Risk Management Policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by the Board and is also subject to its review from time to time.

22. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Complaints Committee at its workplaces. No complaints have been received during the Financial Year 2022-23.

23. Code of Conduct for the Prevention of Insider Trading:

The Board of directors has adopted the code of Internal Procedures and Conduct for regulating, monitoring and reporting trading by designated persons in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said code lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the securities of the Company. The Code of fair disclosure of unpublished price sensitive information is available on the Company’s website under the Investors Relations section at www.omfurnindia.com.

24. Particulars of Employee:

The Company has no employee who is in receipt of remuneration of Rs. 8,50,000/-per month or Rs.1,02,00,000/ - per annum and hence the Company is not required to give information under Sub Rule 2 and 3 of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

Disclosure under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are disclosed in “Annexure C”.

25. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

A. Conservation of Energy:

(a) Steps taken or impact on conservation of energy;

The Company is engaged in manufacturing of furniture items and fire doors. The use of electricity is substantial in the manufacturing process. The Company has strict control systems to monitor day to day power consumption. The Company has replaced the conventional lights with the LED lights which are highly efficient in power consumption and the increase in brightness has led to better working conditions. Optimum lightings have helped in reducing the stress on eyes of workers in the factory. The Company has achieved a reduction in energy consumption with the use of transparent insulated roof top.

(b) Steps taken by the Company for utilising alternate sources of energy;

The Company has already installed Solar Plant at the Umbergaon factory, which has resulted in reduction of energy consumption to a larger extent. This investment in Solar Plant has helped the Company to generate electricity as an alternate source of energy and also reduced the electricity cost incurred in factory.

B. Technology Absorption:

(i) Efforts made towards technology absorption:

The Company continues its efforts in up gradation of systems and equipment, with a view to improving the quality of the products, cost reduction in terms of better productivity and customer satisfaction through better product performance. The Company is continuously updating itself to standardize and install required machinery for manufacturing and quality control. The 3D Pyhtha Software was incorporated in our new vertical Modular Furniture in residential projects like Kitchen, Wardrobe and Vanity etc. With this software the Company has optimized cost and has reduced material wastage when designing furniture.

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution:

The Company had bought Drillteq V-200 machine for the production of modular furniture like Wardrobes, Kitchen and Vanity etc. This machine is fast processing, simple operation and takes up little space. This machine can be used for drilling, trimming and grooving. It gives the Company an opportunity to supply products on a larger scale without compromising on quality. Multiple operations can be done simultaneously

without having the need to use different machines for different machines and thereby saving the cost and energy.

Further, the Company has purchased a new and latest machine Beam Saw SK370 and Edgebander Jade 340 for modular furniture section and Leader Mac 6 spindle moulder for door frame section to increase the production capacity and to improve quality.

The Company has re-organised inventories in the factory with the help of Racks for Raw materials and finished products. These racks help in easy identification and physical verification of materials and helps in optimizing usage of space available.

The Company is promoting a new product in Doors where the door frames are manufactured with the help of Engineered Woods i.e. LVL. These LVL are manufactured from woods sourced from farming of Popular and Eucalyptus trees. Here there is no need to obtain woods from forest and this product is eco-friendly. Since these woods are locally produced in India there is no need for the Company to import.

(iii) In case of imported technology:

(a) Details of technology imported and year of Import;

During the year under review, the Company has not imported any technology.

(b) Whether the technology been fully absorbed;

The expansion at the existing plot at GIDC Umbergaon to manufacture door frames, shutters predominantly for the real estate sector was successful and the Company has achieved remarkable results.

(c) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

Not Applicable

(iv) Expenditure incurred on Research and Development:

During the year under review, the Company has not incurred any expenses towards Research and Development.

Foreign Exchange Earnings and Outgo:

The details of foreign exchange earnings and outgo are as under:

Particulars	2022-23
Foreign Exchange Earned	NIL
Foreign Exchange Outgo	131.07

26. Directors Responsibility Statement:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors’

the Directors state that:

a. In the preparation of the Annual Accounts for the period ended March 31,2023, 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 this 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; and

e. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. Material changes and Commitments, if anv:

In terms of Section 134(3)(l) of the Companies Act, 2013 there were material changes and commitments which could affect the Company’s financial position between the end of the financial year of the Company and date of this report. Following are the changes listed below:

I. On the recommendation of the NRC Committee and approval of Board at its meeting held on July

15, 2023:

1 Mr. Prashant R Vishwakarma was appointed as Additional Director, designed as Whole Time Director subject to the approval of shareholders at the ensuing AGM;

2 Mr. Parmanand M Vishwakarma was appointed as Additional Director, designed as Whole Time Director subject to the approval of shareholders at the ensuing AGM;

3 Mr. Madhav Deshpande was appointed as Additional Independent Director subject to the approval of shareholders at the ensuing AGM.

II. The Company at its meeting held on August 22, 2023 had approved following items:

1. Raising of funds by way of a Further Public Offering (FPO) through a fresh issue of Equity Shares by the Company aggregating up to Rs. 35 Crore; and to seek approval of the shareholders for the aforesaid issuance in ensuing Annual General Meeting.

2. Subject to the approval of the members in the ensuing Annual General Meeting and appropriate authorities, the Board has decided to increase the Authorized Share Capital of the Company from Rs. 10,00,00,000 (Rupees Ten Crore) to Rs. 12,50,00,000/- (Rupees Twelve Crore Fifty Lakh) and consequent Alteration in Capital Clause of the Memorandum of Association of the Company.

3. Subject to the approval of the members in the ensuing Annual General Meeting and appropriate authorities, the Board has considered, approved and recommended a Bonus Issue of (1) One new Equity Share of Rs. 10/- each fully paid up for every (5) Five existing Equity Share of Rs. 10/- each fully paid up held as on the Record date decided for this purpose. The Bonus Shares once allotted shall rank pari-passu in all respects and carry the same rights as the existing Equity Shares and shall be entitled to participate in full in any dividend and other corporate action, recommended and declared after the issue and allotment of such Bonus Shares.

4. Based on the recommendation of the Nomination & Remuneration Committee and subject to the approval of the Members of the Company in the ensuing Annual General Meeting, the Board has proposed to revise the remuneration payable to Mr. Rajendra C Vishwakarma (DIN:00091492), Chairman and Managing Director.

5. Based on the recommendation of the Nomination & Remuneration Committee and subject to the approval of the Members of the Company in the ensuing Annual General Meeting, the Board has proposed to revise the remuneration payable to Mr. Mahendra C Vishwakarma (DIN:00096586), Whole Time Director and CFO.

6. Based on the recommendation of the Nomination & Remuneration Committee and subject to the approval of the Members of the Company in the ensuing Annual General Meeting, the Board has proposed to revise the remuneration payable to Mr. Narendra C Vishwakarma (DIN:00103447), Executive Director and CEO.

28. Acknowledgements:

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Banker and other authorities to the Company for their valuable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management.

FOR OMFURN INDIA LIMITED

RAJENDRA C VISHWAKARMA CHAIRMAN & MANAGING DIRECTOR DIN 00091492

Date: August 22, 2023 Place: Mumbai