Directors Report of Owais Metal and Mineral Processing Ltd.

Mar 31, 2025

Your Board of Directors (âBoardâ) are pleased to present the 3^rd Annual Report of your Company, OWAIS METAL AND
MINERAL PROCESSING LIMITED (earlier known as Owais Metal and Mineral Processing Private Limited and Owais Ali
Overseas Private Limited), for the financial year ended March 31, 2025.

In line with the requirements of the Companies Act, 2013 and the rules framed thereunder and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, this report covers the financial results and other developments during April 01, 2024
to March 31, 2025 in respect of OWAIS METAL AND MINERAL PROCESSING LIMITED (earlier known as Owais Metal
and Mineral Processing Private Limited and Owais Ali Overseas Private Limited).

The total revenue of your company from operations stood at ? 21,341.06 Lakhs for the financial year ended March 31,2025 as against
? 8,004.73 Lakhs for the previous financial year. The Profit before tax from operations is ? 6,326.60 Lakhs for the current year as
against ? 2,066.78 Lakhs in previous financial year. After making provision for tax, the net profit of your company is ? 4,701.91
Lakhs as against ? 1,546.61 Lakhs in the previous financial year.

PARTICULARS	2024 - 2025	2023 - 2024
Revenue from Operations	21,341.06	8,004.73
Other Income	108.64	38.46
Total Income	21,449.70	8,043.18
Profit before exceptional items and tax	6,326.60	2,066.78
Exceptional Items (Net - Gain / Loss)	353.73	-
Profit before tax	5,972.87	2,066.78
Less: Current Year	1,282.03	524.43
Earlier Year Tax	-	-
Deferred Tax	(11.08)	(4^6.
MAT Credit Entitlement	-
Profit / (Loss) after taxation	4,701.91	1,546.61
Earning per Equity Share	25.86	11.41

Our company has taken over the business of proprietorship concern via Business Takeover Agreement dated June 15, 2023. We at
âOwaisâ are an efficient and effective manufacturer and processor of various metals and minerals. Uniquely diversified across the
broad spectrum of natural resources with main interests in manufacturing and processing metal and minerals. The company is engaged
in the manufacturing and processing of the following products.

1. Manganese Oxide (MNO)

2. MC Ferro Manganese

3. Manufacturing of Wood Charcoal

4. Processing of Minerals such as Ferro Alloy, Quartz and Manganese Ore

5. Waste to Wealth, where the company manufactures rare earth metals from waste.

Our products like Manganese Oxide is used in fertilizer industry and is also used by the Manganese Sulphate Plants. Manganese Ore
is used in manufacturing of Ferro Manganese, Silico Manganese, Manganese Oxide, Batteries and other Ferro products also it can
be directly sellable in the market. MC Ferro Manganese is used in steel and casting industries, as it assists in removing sulphur from
steel and improve properties, like durability, machinability and malleability. It can deoxidize molten metal. Our Wood Charcoal is
used in furnaces of industries which requires high heat for their manufacturing process such as Steel industry. Processed Quartz is
being used hotel industry, Ferro Alloys industry, tiles & ceramic industry, glass industry and industry of interiors & furniture. As on
date of filing Prospectus our major products are being supplied to the state of Madhya Pradesh, Maharashtra Punjab, Delhi and Gujrat.

The company in spite of many challenges and competitive market conditions was able to achieve satisfactory Sales and Net Profit
After Tax figures. The management is of the opinion that in the coming future as the overall situation seems to be to be improving
and Directors are optimistic about Companyâs business and hopeful of better performance with increased revenue in next year.

There has been no change in the business of the Company during the financial year ended March 31, 2025.

However, Our Company has made one addition in the object clause of the Company which is similar to its current business.

The Companyâs Authorised Share capital during the financial year ended March 31, 2025, remained ? 23,00,00,000.00 (Rupees
Twenty-Three Crore Only) divided into 2,30,00,000 (Two Crore Thirty Lakhs) Equity Shares of face value ? 10.00 (Rupees Ten
Only).

The Companyâs paid-up equity share capital remained at ? 18,18,23,980.00 (Rupees Eighteen Crores Eighteen Lakhs, Twenty-Three
Thousand, Nine Hundred and Eighty only) divided into 1,81,82,398 (One Crore Eighty-One Lakhs Eighty-Two Thousand Three
Hundred and Ninety-Eight) Equity Shares of face value of ? 10.00 each.

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company is available on the website of the Company www.ommpl.com

As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The closing balance of the
retained earnings of your Company for FY 2024 - 2025, after all appropriations and adjustments, was ? 9,352.56 Lakhs.

Your directors had paid a Final dividend of ? 2.00 (Rupees Two only) per equity share of ? 10.00 each in the financial year 2023 -
2024.

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be
prudent, not to recommend any Dividend for the financial year under review

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (âSEBI Listing Regulationsâ), the Board had formulated a Dividend Distribution Policy (âthe Policyâ). The Policy
is available on the Companyâs website URL at: www.ommpl.com

There has been no change in the nature of the business of your Company during the financial year ended on March 31, 2025.
However, Our Company has made one addition in the object clause of the Company which is similar to its current business.

The Initial Public Offer fund has been utilized for the purpose for which it is raised as mentioned in the Prospectus.

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014 in the year under review.

The changes in the Board of Directors and Key Managerial Personnelâs of our Company in the financial year 2024 - 2025 are as
follows:

SR. NO.	DIRECTORS	DATE OF EVENT	EVENT
1.	Ms. Nishita Rajeshkumar Gandhi	November 15, 2024	Resignation from the Directorship
2.	Ms. Parveen Qureshi	December 11, 2024	Appointment of Additional Independent Director
3.	Ms. Parveen Qureshi	February 26, 2025	Regularisation of Independent Directorship

None of the Directors of the Company is disqualified for being appointed / re-appointed as Directors of the company as per the
provisions of Section 164 of the Companies Act, 2013.

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors
pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such
as the board composition and structure, effectiveness of board process, information and functioning etc.

The Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the
evaluation framework in its pro-growth activity. The Board also ensured that the Committee functioned adequately and independently
in terms of the requirements of the Companies Act, 2013.

Further, the individual directors fulfilled their applicable responsibilities and duties laid down by the Companies Act, 2013 and at
the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse
challenges faced by the Company during the year.

Pursuant to Section 134(3)(d) of the Act, your Company confirms having received necessary declarations from all the Independent
Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

In terms of requirement of Schedule IV of the Companies Act, 2013, separate meeting of the Independent Directors was held on
March 13, 2025 without the attendance of Non-Independent Director and Members of management. All the Independent Directors
were present at the said meeting.

The particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013 are furnished in the notes
to the Financial Statements for the year ended March 31, 2025.

A Related Party Policy has been devised by the Board of Directors for determining the materiality of transaction with the related
parties and dealing with them. The Audit Committee reviews all the related party transactions quarterly.

Further the members may note that the Company have entered into the following kinds of related party transactions:

- Contracts / Arrangements / Transactions which are at armâs length basis.

- Any Material Contracts / Arrangements / Transactions.

Please refer Form AOC-2 Annexed as Annexure I to the Directorâs Report for details of the transactions entered with Related Parties.
There are no significant events occurred during the financial year after the date of financial statements.

Your Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations, which
are well supplemented by surveillance of Internal Auditor. The scope of work includes review of process for safeguarding the assets
of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths
in all areas. The details in respect of internal financial control and their adequacy are included in management discussion and analysis
report forming part of this report.

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are applicable to our Company for F.Y
2024 - 2025. The Annual Report on CSR Activities is attached with this report as Annexure II.

The prescribed particulars of conservation of energy, technology absorption as stipulated under Section 134 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014 are not applicable to your company as we are neither a manufacturing company
nor the operation of your Company are energy intensive. However, the disclosure regarding the same are set-forth below:

a) Conservation of Energy: Adequate measure has been taken for conservation of energy and efficient use of resources.
Company follows principles of âGreen ITâ.

b) Technology Absorption: The Company is vigil on technology absorption as per the requirement of its business operations.
However, during the year there was no acquisition of new technology.

Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive. However,
every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment.
Constant efforts are made through regular / preventive maintenance and upkeep of existing electrical equipment to minimize
breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business
activities.

â¢ Steps taken by company for utilizing alternate sources of energy: NIL

â¢ Capital investment on energy conservation equipmentâs: NIL

NIL

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement,
it is hereby confirmed:

a. That in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting
standards had been followed along with proper explanation relating to material departures;

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates
that were 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 or loss of the Company for the year under review.

c. That 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. That the Directors have prepared the annual accounts on a going concern basis.

e. That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively.

f. That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such
system were adequate and operating effectively.

The Board of Directors has submitted notice of interest in Form MBP-1 under Section 184(1) as well as information by directors in
Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

During the financial year 2024 - 2025 under review the Company has received Form DIR-8 from all Directors as required under the
provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules,
2014 that none of the Directors of your Company is disqualified.

Our Company does not have any Subsidiary / Joint Venture / Associate Company.

As per regulation 15(2) of the SEBI (LODR) Regulations, the Compliance with the Corporate Governance provisions shall not apply
in respect of the following class of Companies:

a. Listed entity having paid up equity share capital not exceeding ? 10.00 Crore and Net Worth not exceeding ? 25.00 Crore, as
on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance
shall not apply to the Company and it does not form part of the Annual Report for the financial year 2024 - 2025.

The Board meets at least once in a quarter, inter-alia, to review the quarterly performance and the financial results. The notice of
each Board Meeting is given in writing to each Director. The Company circulates well in advance agenda of the Board Meeting along
with detailed notes to the Directors.

COMPOSITION OF BOARD OF DIRECTORS OF THE COMPANY
NAME OF THE DIRECTOR	CATEGORY OF DIRECTORSHIP	NO. OF DIRECTORSH IP IN PUBLIC & PRIVATE LIMITED COMPANIES (INCLUDING OWAIS METAL AND MINERAL PROCESSING LIMITED)	NO. OF COMMITTE E POSITIONS HELD IN OTHER PUBLIC LIMITED COMPANIE S¹	NUMBER OF SHARES AND CONVERTIB LE INSTRUMEN TS DIRECTORS;
Mr. Saiyyed Owais Ali	Managing Director	5	2	1,31,04,348
Mr. Saiyyed Murtuza Ali	Executive (Non- Independent Director)	14	NIL	170
Mr. Sayyad Akhtar Ali	Non-Executive (Non- Independent Director)	13	2	1,70,000
Mr. Vinod Bafna	Non-Executive (Non- Independent Director)	2	2	NIL
Mr. Bharat Rathod	Non-Executive (Independent Director)	3	4	NIL
Ms. Nishita Rajeshkumar Gandhi^A	Non-Executive (Independent Director)	NIL	NIL	NIL
Ms. Parveen QureshiAA	Non-Executive (Independent Director)	1	2	NIL

a Ms. Nishita Kajeshkumar Gandhi resigned from the Directorship oj the Company w.e.f. November 15, 2024
^AA Ms. Parveen Qureshi was appointed as Additional Independent Director w.e.f. December 11, 2024 and regularised as NonÂ¬
Executive (IndependentDirector) w.e.f. February 26, 2025

the meeting. The Board has access to any information within your Company and every effort is made to ensure that the information
is adequate and appropriate to enable the Board to take informed decisions on issues. Board of Directors of your Company plays the
primary role as the trustees to safeguard and enhance stakeholdersâ value through its effective decisions and supervision. The
intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e., not more than 120 days
from the previous meeting. The attendance of the Members in the Board meetings held during the FY 2024 - 2025 are as follows:

NAME OF THE DIRECTOR	NO. OF BOARD MEETINGS ATTENDED DURING THE YEAR	WHETHER ATTENDED LAST ANNUAL GENERAL MEETING
Mr. Saiyyed Owais Ali	9 out of 9	Yes
Mr. Saiyyed Murtuza Ali	9 out of 9	Yes
Mr. Sayyad Akhtar Ali	9 out of 9	Yes
Mr. Vinod Bafna	9 out of 9	Yes
Mr. Bharat Rathod	9 out of 9	Yes
Ms. Nishita Rajeshkumar Gandhi^A	7 out of 9	Yes
Ms Parveen Onres1vi^AA	1 nut of Q	Not Annlir.ahle

^A Ms. Nishita Rajeshkumar Gandhi resigned from the Directorship of the Company w.ef. November 15, 2024
^AA Ms. Parveen Qureshi was appointed as Additional Independent Director w.e.f. December 11, 2024 and regularised as NonÂ¬
Executive (IndependentDirector) w.e.f. February 26, 2025

NAME OF DIRECTOR	NAME OF DIRECTOR	RELATIONSHIP
Mr. Sayyad Akhtar Ali	Mr. Saiyyed Owais Ali	Father-Son
Mr. Sayyad Akhtar Ali	Mr. Saiyyed Murtuza Ali	Father-Son
Mr. Saiyyed Owais Ali	Mr. Saiyyed Murtuza Ali	Brothers
Mr. Saiyyed Owais Ali	Mrs. Saiyyed Neha Ali	Husband- Wife
Mr. Sayyad Akhtar Ali	Mrs. Saiyyed Neha Ali	Father-In-law- Daughter in Law
Mr. Saiyyed Murtuza Ali	Mrs. Saiyyed Neha Ali	Brother-In-law - Sister in Law

InUmBERofsHarEsaNdconVerTIBLeinsTrUmEnTsheLdbydireCtOrsaNdkEymanaGERau

PERSONNEL

NAME OF DIRECTORS AND KEY MANAGERIAL PERSONNEL	NO. OF EQUITY SHARES HELD	% OF CAPITAL
Mr. Saiyyed Owais Ali	1,31,04,348	72.07
Mr. Saiyyed Murtuza Ali	1,70,000	0.93
Mr. Sayyad Akhtar Ali	170	Negligible
Mr. Vinod Bafna	Nil	Nil
Mr. Bharat Rathod	Nil	Nil
Ms. Nishita Rajeshkumar GandhiA	Nil	Nil
Ms. Parveen QureshiAA	Nil	Nil
Mrs. Saiyyed Neha Ali	170	Negligible
Ms. Vishakha Gujrati	Nil	Nil
Total	1.32.74.518	73.00

a Ms. Nishita Rajeshkumar Gandhi resigned from the Directorship of the Company w.e.f. November 15, 2024
aa Ms. Parveen Qureshi was appointed as Additional Independent Director w.e.f. December 11, 2024 and regularised as NonÂ¬
Executive (IndependentDirector) w.e.f. February 26, 2025

The Board has a right blend of dynamism with each of the Directors having several years of vast experience and knowledge in various
diversified functions. The Board is suitably equipped to understand the ever changing business dynamics in which the Company
operates and ensures that appropriate strategies are articulated benefitting the Company in the long run. The Independent Directors
provide their inputs and guidance at the Meetings of the Board which have been of immense help to the Company in pursuing strategic
goals.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation
2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration Committee.

The result of the evaluation done by Independent Directors was reported to the Chairman of the Board. It was reported that the
performance evaluation of the Board & Committeeâs was satisfactory. The Chairman of the Board provided feedback to the Directors
on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.

The Company has complied with the definition of Independence as per section 149 read with the provisions of Schedule IV of the
Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
They also obtained declarations from all the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013.

Whenever new Non-Executive and Independent Directors are included in the Board they are introduced to our Companyâs culture
through appropriate orientation session and they are also introduced to our organization structure, our business, Board procedures,
Board Policies, risks and management strategy.

The Company has adopted a Familiarization programme for Independent Directors which is uploaded on the Companyâs website at
the following link: https://www.ommpl.com/code and policies.html

In the opinion of the Board, all the Independent Directors fulfill the conditions specifies in SEBI (LODR) Regulations, 2015 as
amended and are independent of the Management. Certificate from Company Secretary in practice certifying that none of the
Directors on the Board have been debarred or disqualified from being appointed or continuing as Director of the Company by SEBI
/ Ministry of Corporate Affairs or any other statutory authority is annexed to this report.

Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent
Directors, the Board is of the opinion that the Independent Directors fulfil the conditions specified under the Act and the Regulations
and are independent of the management.

Ms. Nishita Rajeshkumar Gandhi, Independent Director, had resigned from the Directorship of the Company with effect from
November 15, 2024, due to her other Professional Commitments. She had confirmed in her resignation letter that there was no
material reasons for her resignation other than mentioned in her resignation letter.

In accordance with requirement SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, provisions on Corporate
Governance the Board of Directors of the Company had constituted following Committees. The details of which are as under:

The Audit Committee of the Board consisted of three Members out of which two are Non-Executive Independent Directors. All the
Members of the Committee are Financially literate and have accounting and financial management expertise. The Company Secretary
of the Company acts as the Secretary to the Committee. The Committee, inter alia, provides reassurance to the Board on the existence
of an effective internal control system. It also oversees financial disclosures compliance with all relevant statutes, safeguarding of
assets and adequacy of provisions for all liabilities and generally accepted accounting principles by the Company. The Committee is
in compliance with the provisions of Companies Act, 2013 & Listing Regulations as amended from time to time. The Audit
Committee also takes care of Whistle Blower Mechanism

The terms of reference of the Audit Committee are as per the guidelines set out in the Regulation 18 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015 with the stock exchanges read with Section 177 of the Companies Act, 2013. These
broadly include:

â¢ Develop an annual plan for Committee,

â¢ Review of financial reporting processes,

â¢ Review of risk management, internal control and governance processes,

â¢ Discussions on quarterly, half yearly and annual financial statements,

â¢ Interaction with statutory, internal auditors,

â¢ Recommendation for appointment, remuneration and terms of appointment of auditors and

â¢ Risk management framework concerning the critical operations of the Company.

In addition to the above, the Audit Committee also reviews the following:

â¢ Matter included in the Directorâs Responsibility Statement;

â¢ Changes, if any, in the accounting policies;

â¢ Major accounting estimates and significant adjustments in financial statement;

â¢ Compliance with listing and other legal requirements concerning financial statements;

â¢ Disclosures in financial statement including related party transactions;

â¢ Qualification in draft audit report;

â¢ Scrutiny of inter-corporate loans & investments;

â¢ Managementâs Discussions and Analysis of Companyâs operations;

â¢ Valuation of undertakings or assets of the Company, wherever it is necessary;

â¢ Periodical Internal Audit Reports and the report of Fraud Risk Management Committee;

â¢ Findings of any special investigations carried out either by the Internal Auditors or by the external investigating agencies;

â¢ Letters of Statutory Auditors to management on internal control weakness, if any;

â¢ Major non-routine transactions recorded in the financial statements involving exercise of judgment by the management;

â¢ Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of the statutory auditors
and cost auditors considering their independence and effectiveness, and recommend the audit fees; and

â¢ Subject to review by the Board of Directors, review on quarterly basis, Related Party Transactions entered into by the Company
pursuant to each omnibus approval given.

The Audit Committee reconstituted on December 11, 2024 and the Members are as follows

NAME OF THE DIRECTOR	POSITION	DESIGNATION
Mr. Bharat Rathod	Chairman	Independent Director
Ms. Parveen Qureshi	Member	Independent Director
Mr. Vinod Bafna	Member	Non-Executive Director

The Audit Committee met 5 times during the financial year ended March 31, 2025. The attendance record of the members at the
meeting was as follows:

NAME OF THE DIRECTOR	NO. OF MEETINGS ATTENDED DURING THE YEAR
Mr. Bharat Rathod	5
Ms. Parveen Qureshi^AA	1
Mr. Vinod Bafna	5
Ms. Nishita Rajeshkumar GandhiA	3

^A Ms. Nishita Rajeshkumar Gandhi resigned from the Directorship of the Company w.e.f. November 15, 2024
^AA Ms. Parveen Qureshi was appointed as Additional Independent Director w.e.f. December 11, 2024 and regularised as NonÂ¬
Executive (IndependentDirector) w.e.f. February 26, 2025

The Board of Directors of the Company has constituted a Nomination & Remuneration Committee, as per the provisions of Section
178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015,
with the object of Remuneration & Nomination committee is to recommend / review the remuneration of Managing Directors /
Whole-time Directors. The remuneration policy of the Company is directed towards rewarding performance and attracting new talents
/ retaining them. While deciding the remuneration, the Committee considers the financial position of the Company, trend in the
Industry, Appointeeâs qualification, experience, past performance, past remuneration etc.

The Committee is empowered: -

â¢ Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend
to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

â¢ Formulation of criteria for evaluation of Independent Directors and the Board;

â¢ Devising a policy on Board diversity;

â¢ 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 and shall carry out
evaluation of every director âs performance;

â¢ Determining, reviewing and recommending to the Board, the remuneration of the Companyâs Managing / Joint Managing /
Deputy Managing / Whole time / Executive Director(s), including all elements of remuneration package;

â¢ To ensure that the relationship of remuneration to perform is clear and meets appropriate performance benchmarks;

â¢ Formulating, implementing, supervising and administering the terms and conditions of the Employee Stock Option Scheme,
Employee Stock Purchase Scheme, whether present or prospective, pursuant to the applicable statutory / regulatory
guidelines;

â¢ Carrying out any other functions as authorized by the Board from time to time or as enforced by statutory / regulatory
authorities.

The Nomination & Remuneration Committee consist of three Non-Executive Directors out of which not less than one-half i.e. two
Directors are Independent Director.

The Nomination & Remuneration Committee reconstituted on December 11, 2024 and the Members are as follows

NAME OF THE DIRECTOR	POSITION	DESIGNATION
Mr. Bharat Rathod	Chairman	Independent Director
Ms. Parveen Qureshi	Member	Independent Director
Mr. Vinod Bafna	Member	Non-Executive Director

The Nomination & Remuneration Committee met 2 times during the financial year ended March 31, 2025. The attendance record of
the members at the meeting was as follows:

NAME OF THE DIRECTOR	NO. OF MEETINGS ATTENDED DURING THE YEAR
Mr. Bharat Rathod	2
Ms. Parveen Qureshi^AA	NIL
Mr. Vinod Bafna	2
Ms. Nishita Rajeshkumar GandhiA	1

'''' Ms. Nishita Rajeshkumar Gandhi resigned from the Directorship of the Company w.e.f. November 15, 2024
^AA Ms. Parveen Qureshi was appointed as Additional Independent Director w.e.f. December 11, 2024 and regularised as NonÂ¬
Executive (IndependentDirector) w.e.f. February 26, 2025

This Committee has been formed to carry out the function as contained in Schedule V of the Companies Act, 2013 and shall enjoy
necessary powers and authority reviews commensurate with its functions.

The Committee is in charge of looking after grievances of Investors and Shareholders. The detail of the Committee is as follows:

The terms of reference of the Committee includes the following:

â¢ To review all complaint recorded in Scores of SEBI and replies made to the same by Registrar & Transfer Agent / Company
Secretary.

â¢ To receive report on all complaints recorded in SCORES of the Registrar and Share Transfer Agent and note the corrective
actions taken by the Registrars.

â¢ To take action of all grievances and complaints lodged by the stock exchange, shareholders associations and other bodies.

â¢ To review grievances of other stakeholders of the Company given in their individual capacity.

â¢ Overview activities relating to share maintenance and related work.

The Stakeholderâs Relationship Committee consists of three Directors out of which one is Non-Executive Director and he is the
Chairman of the Committee.

The Stakeholderâs Relationship Committee reconstituted on December 11, 2024 and the Members are as follows

NAME OF THE DIRECTOR	POSITION	DESIGNATION
Mr. Bharat Rathod	Chairman	Independent Director
Mr. Sayyad Akhtar Ali	Member	Non-Executive Director
Mr. Saiyyed Owais Ali	Member	Managing Director

The Stakeholderâs Relationship Committee met 1 time during the financial year ended March 31, 2025. The attendance record of the
members at the meeting was as follows:

NAME OF THE DIRECTOR	NO. OF MEETINGS ATTENDED DURING THE YEAR
Mr. Bharat Rathod	1
Mr. Sayyad Akhtar Ali	1
Mr. Saiyyed Owais Ali	1
Ms. Nishita Rajeshkumar Gandhi^A	NIL
Mr. Vinod BafnaAA	NIL

'''' Ms. Nishita Rajeshkumar Gandhi resigned from the Directorship of the Company w.e.f. November 15, 2U24
^AA The Committee reconstituted on December 11, 2024

Ms. Vishakha Gujrati, Company Secretary & Compliance Officer of our Company acts as the Secretary to the Stakeholdersâ
Relationship Committee.

NUMBER OF SHAREHOLDERSâ	NUMBER OF SHAREHOLDERSâ	NUMBER OF SHAREHOLDERSâ
COMPLAINTS RECEIVED	COMPLAINTS NOT SOLVED TO	COMPLAINTS PENDING
	THE SATISFACTION OF SHAREHOLDERS	COMPLAINTS
NIL \|	NIL \|	NIL

Your Company always endeavours to keep the time of response to shareholdersâ request / grievance at the minimum. Priority is
accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The
Stakeholdersâ Relationship Committee of the Board meets periodically and reviews the status of the Shareholdersâ Grievances. The
shares of the Company continue to be traded in electronic forum and de-materialization exists with both the depositories viz., National
Securities Depository Limited and Central Depository Services (India) Limited.

The Corporate Social Responsibility Committee consists of three directors out of which One is Independent Directors at present.
The Corporate Social Responsibility Committee reconstituted on December 11, 2024 and the Members are as follows

NAME OF THE DIRECTOR	POSITION	DESIGNATION
Mr. Bharat Rathod	Chairman	Independent Director
Mr. Sayyad Akhtar Ali	Member	Non-Executive Director
Mr. Saiyyed Owais Ali	Member	Managing Director

The Corporate Social Responsibility Committee met 5 times during the financial year ended March 31,2025. The attendance record
of the members at the meeting was as follows:

NAME OF THE DIRECTOR	NO. OF MEETINGS ATTENDED DURING THE YEAR
Mr. Bharat Rathod	1
Mr. Sayyad Akhtar Ali	1
Mr. Saiyyed Owais Ali	1

The Nomination and Remuneration Committee has adopted a Charter which, inter alia, deals with the manner of selection of Board
of Directors, CFO & Managing Director and their remuneration. This Policy is accordingly derived from the said Charter.

The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with
Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.

In case of appointment of Independent Directors, the NRC Committee shall satisfy itself with regard to the independent nature of the
Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

The NRC Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under
Section 164 of the Companies Act, 2013.

The NRC Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for
appointment as Director:

â¢ Qualification, expertise and experience of the Directors in their respective fields;

â¢ Personal, Professional or business standing;

â¢ Diversity of the Board.

In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the
Director and his engagement level.

The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for
participation in the Board meetings or any other remuneration as may be approved by the Board and the members.

A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board attended by him, of such sum as may
be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014

For the purpose of selection of the CEO / MD / CFO, the Nomination & Remuneration Committee shall identify persons of integrity
who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration
recommendation, if any, received from any member of the Board.

The Committee will also ensure that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down
under the Companies Act, 2013 or other applicable laws.

At the time of appointment or re-appointment, the CEO / Managing Director / CFO shall be paid such remuneration as may be
mutually agreed between the Company (which includes the NRC Committee and the Board of Directors) and the CEO / Managing
Director / CFO limits as be approved by the Board and the Members and as prescribed under the Companies Act, 2013.

The remuneration shall be subject to the approval of the Members of the Company in General Meeting. The remuneration of the CEO
/ Managing Director / CFO comprises only of fixed component. The fixed component comprises salary, allowances, perquisites,
amenities and retiral benefits.

In determining the remuneration of the Senior Management Employees (i.e., KMPs and Executive Committee Members) the NRC
Committee shall ensure the relationship of remuneration and performance benchmark is clear.

The Managing Director will carry out the individual performance review based on the standard appraisal matrix and shall consider
the appraisal score card and other factors mentioned herein-above, whilst recommending the annual increment and performance
incentive to the NRC Committee for its review and approval.

â¢ The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for
every role. Hence remuneration should be market competitive, driven by the role played by the individual, reflective of the
size of the Company, complexity of the sector / industry / Companyâs operations and the Companyâs capacity to pay,
consistent with recognized best practices and aligned to any regulatory requirements.

â¢ Basic / Fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience.
In addition, the Company provides to employees with certain perquisites, allowances and benefits to enable a certain level of
lifestyle and to offer scope for savings. The Company also provides to employees with a social security net thru Group
Personal Accidental Insurance policy, ESIC Scheme and Workmen Compensation Insurance Policy, as may be applicable.
The Company provides retirement benefits as applicable.

â¢ In addition to the basic / Fixed salary, benefits, perquisites and allowances as provided above, the Company provides
Managing Director / Executive Directors such remuneration by way of one time incentive, as may be approved by the Board
/ shareholders, subject to the overall ceilings stipulated in Section 197 of the Act. The specific amount payable to the
Managing Director / Executive Directors would be based on performance as evaluated by the Nomination and Remuneration
Committee and approved by the Board.

The Company does not have any Employee Stock Option Scheme.

NAME OF DIRECTOR AND SERVICE CONTRACT	SALARY ?	INCENTIVES*	TOTAL ?
Mr. Saiyyed Owais Ali	6.00	0	6.00
Mr. Saiyyed Murtuza Ali	8.00	0	8.00

The above Figures do not include the provisions for Provident Fund (PF) and Gratuity.

* Incentives: The one time incentives approved by Board and shareholders. The Executive Directors did not take any incentives
during the year.

Service Contract, Severance Fee and Notice Period

There is no other performance linked component of the remuneration. The employments are contractual, for a period of three years
and five years respectively terminable by notice in writing of 90 days by either side. No severance fees are payable to any of the
managerial personnel.

NAME OF THE DIRECTOR	SITTING FEES FOR ATTENDING BOARD AND COMMITTEE MEETINGS
Mr. Sayyad Akhtar Ali	1.60
Mr. Vinod Bafna	1.70
Mr. Bharat Rathod	1.60
Ms. Nishita Rajeshkumar Gandhi^A	1.20

Ms. Parveen Quri

:shi^AA

0.30

The details of the last three Annual General Meetings of the Company are as under:

FINANCIAL YEAR	DATE	TIME	VENUE
2022 - 2023	September 15, 2023	11:00 a.m.	C/o Sayyad Akhtar Ali, Vahid Nagar, Old Baipass Road, Ratlam- 457001, Madhya Pradesh, India
2023 - 2024	September 27, 2024	4:00 p.m.	C/o Sayyad Akhtar Ali, Vahid Nagar, Old Baipass Road, Ratlam- 457001, Madhya Pradesh, India

SPECIAL RESOLUTIONS PASSED IN THE PREVIOUS THREE ANNUAL GENERAL MEETINGS

AGM

DATE OF AGM

SPECIAL RESOLUTION

1st

September 15, 2023

1. To Issue Bonus Shares

2. To Increase the Borrowings Powers of the Company

3. Giving Authorization to Board of Directors under Section 180(1)(A) of the
Companies Act, 2013

4. To Increase the Investment Powers of the Company

5. Authorisation under Section 185 of the Companies Act, 2013

2nd

September 27, 2024

1. To Increase the Borrowings Powers of the Company

2. Giving Authorization to Board of Directors under Section 180(1)(A) of the
Companies Act, 2013

3. To Increase the Investment Powers of the Company

4. Authorisation under Section 185 of the Companies Act, 2013

NIL

During the Year the following resolutions were passed through Postal Ballot Notice dated January 20, 2025:

Item No. 01: Appointment of M/s. Jay Gupta and Associates, Chartered Accountants, (FRN: 329001E) as Statutory Auditors of the
Company to Fill Casual Vacancy

Item No. 02: Appointment of Ms. Parveen Qureshi (DIN: 10072060) as an Independent Director of the Company
Item No. 03: Material Modification in the approved Related Party Transaction(s)

The Board of directors appointed M/s. Heena Gulrajani & Associates, Practicing Company Secretary, (Certificate of Practice No.:
25423), as Scrutinizer to monitor and review the e-voting process. The Company had provided facility of e voting pursuant to
provisions of the Companies Act, 2013. On completion of e-voting process, the Scrutinizer submitted her report to the Chairman and
thereafter the results were declared on February 27, 2025, on the website of the Company and Registrar & Transfer Agent. The above
Resolution was passed with requisite majority.

The Half Yearly Audited Results and the Annual Audited Financial Results of the Company are sent to the stock exchanges
immediately after they are approved by the Board. Also, they are uploaded on the Companyâs website www.ommpl.com. The results
are published in accordance with the guidelines of the Stock Exchange.

The Companyâs website www.ommpl.com contains a separate dedicated section âInvestor Relationsâ wherein shareholdersâ
information including financial results is available. The Companyâs Annual Report is also available in a user friendly and
downloadable form.

The Annual Report containing, inter alia, Audited Financial Statements, Boardsâ Report, Auditorsâ Report and other important
information is circulated to Members and others entitled thereto. The Managementâs Discussion and Analysis (MD&A) Report forms
part of the Annual Report and is displayed on the Companyâs website www.ommpl.com

National Stock Exchange of India Limited - Corporate Compliance & Listing Centre (NEAPS)

The NSE Electronic Application Processing System (NEAPS) is a web-based platform provided by the National Stock Exchange of
India Limited for listed companies. It enables corporates to make all periodical compliance filings electronically, including
submissions such as Shareholding Pattern, Investor Grievance Reports, and other disclosures mandated under SEBI (LODR)
Regulations and NSE listing requirements.

NSEâs Listing Centre is a web-based application designed for corporate. All periodical compliance filings like shareholding pattern,
among others are also filed electronically on the Listing Centre.

The Company has designated the Email [email protected] exclusively for investor servicing.

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are
centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online
viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and
makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the
receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2024 - 2025

DAY & DATE:	Monday, September 29, 2025
TIME	4.00 P.M.
VENUE	Hotel Samta Sagar Palace, Mhow Rd, near Bus Stand, Samta Nagar, Ratlam- 457001, Madhya Pradesh, India

Monday, September 22, 2025 to Monday, September 29, 2025 (both days inclusive)
The ISIN number for the Company equity shares is INE0R8M01017
The CIN for the Company is U14290MP2022PLC063833
1st April to 31st March.

The name of stock exchange at which the equity shares are listed, and its stock code is as under:

NAME OF THE STOCK EXCHANGES	Emerge Platform of National Stock Exchange of India Limited
STOCK CODE	OWAIS
ADDRESS	Plaza, C/1, G Block BKC, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra 400051

The Company has paid listing fees up to March 31, 2025 to Emerge Platform of National Stock Exchange of India Limited, where
the Companyâs shares are listed.

NAME OF THE SHARE TRANSFER AGENT	Bigshare Services Private Limited
ADDRESS	S6-2, 6th Pinnacle Business Park, Mahakali Caves Road, next to Ahura Centre, Andheri East, Mumbai- 400093, Maharashtra, India
PHONE	022 6263 8200
EMAIL	investor@_/bigshareonline.com
WEBSITE	www.bigshareonline.com

SHARE TRANSFER SYSTEM

SHARE HOLDING PATTERN AS ON MARCH 31, 2025:

SR. NO.	CATEGORY OF SHAREHOLDER	NUMBER OF SHARES	%
1	Promoter and Promoter Group	1,32,75,198	73.01
2	Alternate Investment Funds	1,25,900	0.69
3	Foreign Portfolio Investors Category I	65,500	0.36
4	Foreign Portfolio Investors Category II	1,200	0.01
5	Corporate Bodies	10,10,000	5.55
6	Non-Resident Indian	3,08,100	1.69
7	Resident Individuals holding nominal share capital up to Rs. 2 lakhs	25,15,000	13.83
8	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	6,35,600	3.50
9	Other	2,45,900	1.35
	Total	1,81,82,398	100.00

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2025

SHAREHOLDING OF NOMINAL VALUE (IN ?)	NO. OF SHAREHOLDERS	% OF TOTAL	NO OF SHARE	SHARE AMOUNT	% OF SHAREHOLDING
Upto 5000	1,825	65.09	3,27,250	32,72,500.00	1.80
5001 - 10000	187	6.67	1,42,600	14,26,000.00	0.78
10001 - 20000	430	15.34	6,76,600	67,66,000.00	3.72
20001 - 30000	87	3.10	2,13,300	21,33,000.00	1.17
30001 - 40000	65	2.32	2,14,800	21,48,000.00	1.18
40001 - 50000	53	1.89	2,49,700	24,97,000.00	1.37
50001 - 100000	92	3.28	6,73,600	67,36,000.00	3.70
100001 and above	65	2.32	1,56,84,548	15,68,45,480.00	86.26
Total	2,804	100.00	1,81,82,398	18,18,23,980.00	100.00

The Monthly high and low of the equity shares of the Company for the financial year 2024 - 2025 are as follows:

SR. NO.	MONTH	HIGH PRICE	LOW PRICE	VOLUME
1	April 2024	859.30	466.95	26,11,200
2	May 2024	1,322.65	820.10	23,55,200
3	June 2024	1,569.00	1,147.45	16,12,800
4	July 2024	1,433.85	1,118.95	10,17,600
5	August 2024	1,568.00	1,211.00	5,84,000
6	September 2024	1,498.80	1,275.00	3,58,400

7	October 2024	1,445.90	1,131.25	5,28,700
8	November 2024	1,530.00	1,040.05	6,59,400
9	December 2024	1,263.00	990.00	4,41,700
10	January 2025	1,224.00	760.00	6,81,700
11	February 2025	902.00	586.00	6,81,400
12	March 2025	657.00	449.30	6,63,300

Currently 100.00 % of the Company Share Capital is held in dematerialized form.

NIL

â¢ Khasra no.- 2018, Samruran Village, Tantoli, Ajmer, Rajasthan, India

â¢ 58, AKVN Ind. Area Megh Nagar Distt. Jhabua, Madhya Pradesh, India

â¢ Karan Ji Ka Guda, Kadmal, Girwa, Badanga, Udaipur, Raj asthan, 313011

C/o Sayyad Akhtar Ali, Vahid Nagar, Old Baipass Road, Ratlam- 457001, Madhya Pradesh, India

M/s. J N S B & Co., Chartered Accountants (FRN: 117177W), were appointed as the Statutory Auditors of the Company at the First
Annual General Meeting (AGM) of the Company to hold the office for a period of five years till the conclusion of the Sixth Annual
General Meeting of the Company. However, M/s. J N S B & Co., Chartered Accountants (FRN: 117177W), vide its letter dated
December 05, 2024 resigned as the Statutory Auditors of the Company.

In this regard, after obtaining their consent and eligibility certificate under Section 139(1) of the Companies Act, 2013, M/s. Jay
Gupta and Associates, Chartered Accountants, (FRN: 329001E) were appointed as the Statutory Auditors of the Company under
Section 139(8) of the Companies Act, 2013, to fill the casual vacancy arisen consequent to the resignation of M/s. J N S B & Co.,
Chartered Accountants (FRN: 117177W).

As required by Section 139(8) of the Companies Act, 2013, the appointment is also to be ratified and approved by the Members of
the Company. Accordingly, the Members of the Company had approved the appointment of M/s. Jay Gupta and Associates, Chartered
Accountants, (FRN: 329001E), as the Statutory Auditors of the Company for the Financial Year 2024-25, in order to fill the casual
vacancy, till the conclusion of the next AGM of the Company to be held in the calendar year 2024 - 2025 through Postal Ballot
Notice dated January 20, 2025.

In view of the above, based on the recommendation of the Audit Committee and the approval of the Board of Directors, approval of
the members is being sought again at this Annual General Meeting for re-appointment of M/s. Jay Gupta and Associates, Chartered
Accountants, (FRN: 329001E), as Statutory Auditors of the Company for a period of five years i.e. from the conclusion of this Annual
General Meeting till the conclusion of the 8^th Annual General Meeting of the Company, to conduct audit of accounts of the Company
from the financial year 2025 - 2026 till the financial year 2029 - 2030, at such remuneration plus out of pocket expenses and applicable
taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Appropriate resolution seeking Members approval for the appointment of M/s. Jay Gupta and Associates, Chartered Accountants,
(FRN: 329001E), as the Statutory Auditors of the Company is appearing in the Notice convening the ensuing AGM of the Company

The Auditorsâ Report issued by M/s. Jay Gupta & Associates, Chartered Accountant, on the Financial Statements for the year ended
March 31, 2025.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either
to the Company or to the Central Government.

The observations of the Statutory Auditors, when read together with the relevant notes to accounts and other accounting policies are
self-explanatory and do not call for any further comment.

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. AVS & Associates, Practicing Company
Secretary was appointed as Secretarial Auditor of the Company for the financial year 2024 - 2025. The Secretarial Audit report is
annexed herewith as âAnnexure IIIâ. The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks.

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries
of India with respect to board meetings and general meetings respectively and approved by the Central Government under section
118 (10) of the Companies Act, 2013.

As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is
required to maintain cost records and accordingly, such accounts and records are maintained.

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, particulars of employees and related disclosures part of this Annual report as âAnnexure IVâ.

The Management Discussion and Analysis Report of the Company is annexed to this Report.

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details
of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from
the Banks or Financial Institutions along with the reasons thereof is not applicable.

There are no materially significant transactions with the related partiesâ viz. Promoters, Directors Management, or their relatives or
Subsidiaries that had potential conflict with the Companyâs interest.

Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the Annual Report.

No penalties have been imposed on the Company by Stock Exchange or SEBI relating to capital markets during the last three years.

The Company has in place a mechanism to inform the Board members about the Risk assessment and mitigation plans and periodical
reviews to ensure that the critical risks are controlled by the executive management.

There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict
with the interests of the Company at large.

The Independent Directors have confirmed that they meet the criteria of âIndependenceâ as stipulated SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015.

Neither the statutory auditors nor the secretarial auditor, internal auditor has reported to the audit committee, under Section 143 (12)
of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise

There was no transfer of unpaid and unclaimed amount to Investor Education and Protection Fund (IEPF) during the year under
review.

The requirements for maintaining cost records and undergoing cost audits, as prescribed under Section 148(1) of the Companies Act,
2013, were not applicable to our business activities, aligning with our regulatory obligations.

Except as stated below, there are no significant and material orders passed by the regulators, courts or tribunals which may impact
the going concern status and operations of the Company in the future:

The Company had undertaken business activities relating to manufacturing and dealing in wood charcoal without prior approval of
shareholders and without incorporating the same in the main object clause of its Memorandum of Association, thereby resulting in a
non-compliance under Section 4(1)(c) of the Companies Act, 2013. Subsequently, the said activity was incorporated in the object
clause pursuant to shareholdersâ approval on September 27, 2023, and the Company filed an application for compounding of the said
non-compliance. The Registrar of Companies, after considering the application, vide order dated September 13, 2024, levied penalties
under Section 450 of the Act on the Company and its officers in default, which have since been duly paid.

In todayâs economic environment, Risk Management plays a very important part of business. The main aim of risk management is
to identify, assess, prioritize, monitor and take precautionary measures in respect of the events that may pose risks to the business.
The Company is not subject to any specific risk except risks associated with the general business of the Company as applicable to
the industry as a whole.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the
Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and
prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is
responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with
the Code.

In line with the provisions of the Section 177(9) of the Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015, your Company has adopted Whistle Blower Policy, as part of vigil mechanism to
provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived
to be in violation of or in conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil
mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary
is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.

The Company has zero tolerance towards sexual harassment at its workplace and has adopted a Policy for Prevention of Sexual
Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 (âPOSH Actâ) to provide a safe, secure and enabling environment, free from sexual harassment. The Policy is gender
neutral. Internal Complaints Committee has been set across regions to redress complaints received regarding sexual harassment.
During the financial year under review and pursuant to Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, the Company has
complied with the provisions relating to the constitution of Internal Complaints Committee (âICCâ) under the POSH Act.

Your Company periodically conducts sessions for employees across the organization to build awareness about the Policy and the
provisions of Prevention of Sexual Harassment Act.

During the Financial Year 2024 - 2025, no case in the nature of sexual harassment was reported at any workplace of the Company.

If female employees exist the Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961.
All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave,
continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-
work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that
upholds the rights and welfare of its women employees in accordance with applicable laws.

The Company is conscious of the importance of environmentally clean and sale operations. The Companyâs policy requires the
conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements
for environment protection and conservation of natural resources to the extent possible.

During the year ended March 31, 2025, the Company does not have any material listed / unlisted subsidiary companies as defined in
SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

During the year under review, no companies have ceased to be joint venture or associate companies of the Company.

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which
were required to be transferred to Investor Education and Protection Fund (IEPF).

There are no agreement impacting management or control of the Company or imposing any restriction or create any liability upon
the Company.

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

REGISTERED OFFICE: By Order of the Board of Directors

C/o Sayyad Akhtar Ali, Vahid Nagar, Old Baipass Road, For OWAIS METAL AND MINERAL PROCESSING
Ratlam- 457001, Madhya Pradesh, India LIMITED

(earlier known as Owais Metal and Mineral Processing
Private Limited and Owais Ali Overseas Private Limited)

Sd/-

Saiyyed Owais Ali

Place: Ratlam Managing Director

Date: September 05, 2025 DIN: 08291144

In accordance with Regulation 26 of SEBI Listing Regulations, Memberships (M) / Chairmanships (C) of only Audit Committees
and Stakeholdersâ Relationship Committees in all public limited companies have been considered.

None of the directors hold directorship in any other listed entity.

The last Annual General Meeting was held on September 27, 2024. Your Companyâs Board met 9 (Nine) times during the year on
April 1,2024, May 14, 2024, June 24, 2024, August 7, 2024, September 02, 2024, November 5, 2024, November 15, 2024, December
11, 2024 and March 13, 2025. Agenda papers along with explanatory statements were circulated to the Directors well in advance of

Mar 31, 2024

Your Board of Directors (âBoardâ) are pleased to present the 2^nd Annual Report of your Company, OWAIS METAL AND MINERAL PROCESSING LIMITED (earlier known as Owais Metal and Mineral Processing Private Limited and Owais Ali Overseas Private Limited), for the financial year ended March 31, 2024.

In line with the requirements of the Companies Act, 2013 and the rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this report covers the financial results and other developments during April 01, 2023 to March 31, 2024 in respect of OWAIS METAL AND MINERAL PROCESSING LIMITED (earlier known as Owais Metal and Mineral Processing Private Limited and Owais Ali Overseas Private Limited).

The total revenue of your company from operations stood at ? 8,004.73 lakhs for the financial year ended March 31, 2024 as against NIL for the previous financial year. The Profit before tax from operations is ? 2,066.78 lakhs for the current year as against ? (211.12) Lakhs in previous financial year. After making provision for tax, the net profit of your company is ? 1,546.61 Lakhs as against ? (207.86) Lakhs in the previous financial year.

PARTICULARS	2023 - 2024	2022 - 2023
Revenue from Operations	8,004.73	_-
Other Income	38.46	_-
Total Income	8,043.18	_-
Profit / (Loss) before taxation	2,066.78	(211.12)
Less: Current Year	551.41	_-
Earlier Year Tax	-	_-
Deferred Tax	(31.24)	_-
MAT Credit Entitlement	_-	_-
Profit / (Loss) after taxation	1,546.61	(207.86)
Earning per Equity Share	11.41	(0.10)

OVERVIEW:

Our company has taken over the business of proprietorship concern via Business Takeover Agreement dated June 15, 2023. We at âOwaisâ are an efficient and effective manufacturer and processor of various metals and minerals. Uniquely diversified across the broad spectrum of natural resources with main interests in manufacturing and processing metal and minerals. The company is engaged in the manufacturing and processing of the following products.

1. Manganese Oxide (MNO)

2. MC Ferro Manganese

3. Manufacturing of Wood Charcoal

4. Processing of Minerals such as Ferro Alloy, Quartz and Manganese Ore.

Our products like Manganese Oxide is used in fertilizer industry and is also used by the Manganese Sulphate Plants. Manganese Ore is used in manufacturing of Ferro Manganese, Silico Manganese, Manganese Oxide, Batteries and other Ferro products also it can be directly sellable in the market. MC Ferro Manganese is used in steel and casting industries, as it assists in removing sulphur from steel and improve properties, like durability, machinability and malleability. It can deoxidize molten metal. Our Wood Charcoal is used in furnaces of industries which requires high heat for their manufacturing process such as Steel industry. Processed Quartz is being used hotel industry, Ferro Alloys industry, tiles & ceramic industry, glass industry and industry of interiors & furniture. As on date of filing Prospectus our major products are being supplied to the state of Madhya Pradesh, Maharashtra Punjab, Delhi and Gujrat.

OUR PERFORMANCE

The Total Income of the Company stood at ? 8,004.73 lakhs for the year ended March 31, 2024 as against NIL lakhs in the previous year. The Company made a Net Profit of ? 1,546.61 Lakhs for the year ended March 31, 2024 as compared to the Net Profit of ? (207.86) Lakhs in the previous year.

The company in spite of many challenges and competitive market conditions was able to achieve satisfactory Sales and Net Profit After Tax figures. The management is of the opinion that in the coming future as the overall situation seems to be to be improving and Directors are optimistic about Companyâs business and hopeful of better performance with increased revenue in next year.

There has been no change in the business of the Company during the financial year ended March 31, 2024.

However, Our Company has made one addition in the object clause of the Company which is similar to its current business.

During the financial year 2023-2024, our Company has sub-divided Equity Shares having face value of ? 100.00 to be sub-divided into Equity Shares of ? 10.00 each

Your Company during the financial year 2023-2024 has increased its Authorised Equity Share Capital from ?

15.00. 00.000.00 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of face value ? 10.00 (Rupees Ten Only) each to ? 23,00,00,000.00 (Rupees Twenty-Three Crore Only) divided into

2.30.00. 000 (Two Crore Thirty Lakhs) Equity Shares of face value ? 10.00 (Rupees Ten Only).

During the financial year 2023-2024, our company has made the following allotments:

DATE OF ALLOTMENT	NUMBER OF EQUITY SHARES ALLOTTED	FACE VALUE (?)	ISSUE PRICE (?)	NATURE OF CONSIDERATION	NATURE OF ALLOTMENT
Upon Incorporation December 16, 2022	10,000	100.00	100.00	Cash	Subscriber to the Memorandum of Association
March 21, 2023	2,325	100.00	2,000.00	Cash	Right Issue
March 31, 2023	675	100.00	2,000.00	Cash	Right Issue
April 03, 2023	1,30,000	10.00	_-	_-	Subdivision
June 15, 2023	6,50,894	10.00	200.00	Other than Cash	Allotment pursuant to the acquisition of M/s Owais Ali Overseas
September 26, 2023	1,24,94,304	10.00	-	Other than Cash	Bonus Issue (16:1)
February 29, 2024	49,07,200	10.00	87.00	Cash	Initial Public Offer

Thereafter, the Issued, Subscribed and Paid up Capital has been increased to ? 18,18,23,980.00 (Rupees Eighteen Crores Eighteen Lakhs, Twenty-Three Thousand, Nine Hundred and Eighty only) divided into 1,81,82,398 (One Crore Eighty-One Lakhs Eighty-Two Thousand Three Hundred and Ninety-Eight) Equity Shares of face value of ? 10.00 each.

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company www.ommpl.com

As on March 31, 2024, Reserves and Surplus of the Company were at ? 5,014.30 Lakhs (Rupees Five Crore Fourteen Lakh Thirty Thousand Only).

Your directors are also pleased to inform that a Final dividend of ? 2.00 (Rupees Two only) per equity share of ? 10.00 each is recommended for the financial year 2023-2024, subject to the approval of the shareholders at the Annual General Meeting.

The Board has approved and adopted the Dividend Distribution Policy and the same has been displayed on the Companyâs website: www.ommpl.com

There has been no change in the nature of the business of your Company during the financial year ended March 31, 2024.

However, Our Company has made one addition in the object clause of the Company which is similar to its current business.

The Initial Public Offer fund has been utilized for the purpose for which it is raised as mentioned in the Prospectus.

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 in the year under review.

The changes in the Board of Directors and Key Managerial Personnelâs of our Company in the financial year 2023 -2024 are as follows:

SR. NO.	DIRECTORS	DATE OF EVENT	EVENT
1.	Mr. Sayyad Akhtar Ali	July 24, 2023	Change in designation from Executive Director to Non-Executive Director
2.	Ms. Saiyyed Neha Ali	July 24, 2023	Appointed as Chief Financial Officer
3.	Mr. Saiyyed Owais Ali	August 17, 2023	Change in designation from Executive Director to Managing Director
4.	Mr. Saiyyed Murtuza Ali	August 17, 2023	Appointment of Executive Director
5.	Mr. Vinod Bafna	August 17, 2023	Appointment of Non-Executive Director
6.	Mr. Bharat Rathod	August 17, 2023	Appointment of Independent Director
7.	Ms. Vishakha Gujrati	September 01, 2023	Appointed as Company Secretary and Compliance Officer
8.	Ms. Nishita Rajeshkumar Gandhi	September 15, 2023	Appointment of Independent Director

None of the Directors of the Company is disqualified for being appointed / re-appointed as Directors of the company as per the provisions of Section 164 of the Companies Act, 2013.

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board process, information and functioning etc.

The Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework in its pro-growth activity. The Board also ensured that the Committee functioned adequately and independently in terms of the requirements of the Companies Act, 2013.

Pursuant to Section 134(3)(d) of the Act, your Company confirms having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of requirement of Schedule IV of the Companies Act, 2013, separate meeting of the Independent Directors was held on February 12, 2024 without the attendance of Non-Independent Director and Members of management. All the Independent Directors were present at the said meeting.

The particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013 are furnished in the notes to the Financial Statements for the year ended March 31, 2024.

A Related Party Policy has been devised by the Board of Directors for determining the materiality of transaction with the related parties and dealing with them. The Audit Committee reviews all the related party transactions quarterly.

Further the members may note that the Company have entered into the following kinds of related party transactions:

- Contracts / Arrangements / Transactions which are at armâs length basis.

- Any Material Contracts / Arrangements / Transactions.

Please refer Form AOC-2 Annexed to the Directorâs Report for details of the transactions entered with Related Parties.

There are no significant events occurred during the financial year after the date of financial statements.

Your Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations, which are well supplemented by surveillance of Internal Auditor. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas. The details in respect of internal financial control and their adequacy are included in management discussion and analysis report forming part of this report.

In pursuance of the provision of Section 135 of the Companies Act, 2013, the Corporate Social Responsibility provisions are not applicable to our Company for financial year 2023-2024.

For the current year, 2024-2025, the company is now subject to the Corporate Social Responsibility provisions, as the profits for the financial year 2023-2024 have exceeded the prescribed limits. Consequently, the company is required to make the necessary expenditures during the current year, 2024-2025.

The Corporate Social Responsibility Committee has been formed in the financial year 2024 - 2025. The Corporate Social Responsibility Committee consists of three directors out of which One is Independent Directors at present. The committee consists of the following members:

NAME OF THE DIRECTOR	POSITION
Ms. Nishita Rajeshkumar Gandhi	Chairman
Mr. Sayyad Akhtar Ali	Member
Mr. Saiyyed Owais Ali	Member

The prescribed particulars of conservation of energy, technology absorption as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to your company as we are neither a manufacturing company nor the operation of your Company are energy intensive. However, the disclosure regarding the same are set-forth below:

a) Conservation of Energy: Adequate measure has been taken for conservation of energy and efficient use of resources. Company follows principles of âGreen ITâ.

b) Technology Absorption: The Company is vigil on technology absorption as per the requirement of its business operations. However, during the year there was no acquisition of new technology.

During the year here were no earning and no expenditure in foreign currency.

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed:

a. That in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

c. That 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. That the Directors have prepared the annual accounts on a going concern basis.

e. That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

The Board of Directors has submitted notice of interest in Form MBP-1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

During the financial year 2023-2024 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified.

Our Company does not have any Subsidiary / Joint Venture / Associate Company.

As per regulation 15(2) of the SEBI (LODR) Regulations, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of Companies:

a. Listed entity having paid up equity share capital not exceeding ? 10.00 Crore and Net Worth not exceeding ? 25.00 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form part of the Annual Report for the financial year 2023 -2024.

The Board meets at least once in a quarter, inter-alia, to review the quarterly performance and the financial results. The notice of each Board Meeting is given in writing to each Director. The Company circulates well in advance agenda of the Board Meeting along with detailed notes to the Directors.

COMPOSITION OF BOARD OF DIRECTORS OF THE COMPANY
NAME OF THE DIRECTOR	CATEGORY OF DIRECTORSHIP	NO. OF DIRECTORSHIP IN OTHER PUBLIC & PRIVATE LIMITED COMPANIES
Mr. Saiyyed Owais Ali*	Managing Director	4
Mr. Saiyyed Murtuza Ali**	Executive (Non- Independent Director)	13
Mr. Sayyad Akhtar Ali***	Non-Executive (Non- Independent Director)	12
Mr. Vinod Bafna****	Non-Executive (Non- Independent Director)	1
Mr. Bharat Rathod*****	Non-Executive (Independent Director)	2
Ms. Nishita Rajeshkumar Gandhi******	Non-Executive (Independent Director)	2

* Mr. Saiyyed Owais Ali re-designated as Managing Director of the Company w.e.f. August 17, 2023.

**Mr. Saiyyed Murtuza Ali was appointed as Executive Director of the Company w.e.f. August 17, 2023.

*** Mr. Sayyad Akhtar Ali re-designated as Non-Executive Director of the Company w.e.f. July 24, 2023.

**** Mr. Vinod Bafna was appointed as Executive Director of the Company w.e.f. August 17, 2023.

***** Mr. Bharat Rathod was appointed as Non-Executive (Independent Director) of the Company w.e.f. August 17, 2023

****** Ms. Nishita Rajeshkumar Gandhi was appointed as Non-Executive (Independent Director) of the Company w.e.f. September 15, 2023

NUMBER OF BOARD MEETINGS

DURING THE FINANCIAL YEAR ENDED MARCH 31, 2024, SEVENTEEN (17) BOARD MEETINGS WERE HELD:

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e., not more than 120 days from the previous meeting.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on February 12, 2024, to review the performance of Non-Independent Directors (including the Chairman) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties. Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the conditions specified under the Act and the Regulations and are independent of the management.

DIRECTORSâ ATTENDANCE RECORD

The last Annual General Meeting was held on September 15, 2023. The attendance record of the Directors at the Board Meetings during the year ended on March 31, 2024, and at the last Annual General Meeting is as under:

NAME OF THE DIRECTOR	NO. OF BOARD MEETINGS ATTENDED DURING THE YEAR	WHETHER ATTENDED LAST ANNUAL GENERAL MEETING
Mr. Saiyyed Owais Ali*	17 out of 17	Yes
Mr. Saiyyed Murtuza Ali**	13 out of 17	Yes
Mr. Sayyad Akhtar Ali***	17 out of 17	Yes
Mr. Vinod Bafna****	13 out of 17	Yes
Mr. Bharat Rathod*****	13 out of 17	Yes
Ms. Nishita Rajeshkumar Gandhi******	10 out of 17	Yes

â¢ Mr. Saiyyed Owais Ali re-designated as Managing Director of the Company w.e.f. August 17, 2023.

**Mr. Saiyyed Murtuza Ali was appointed as Executive Director of the Company w.e.f. August 17, 2023.

*** Mr. Sayyad Akhtar Ali re-designated as Non-Executive Director of the Company w.e.f. July 24, 2023.

**** Mr. Vinod Bafna was appointed as Executive Director of the Company w.e.f. August 17, 2023.

***** Mr. Bharat Rathod was appointed as Non-Executive (Independent Director) of the Company w.e.f. August 17, 2023

****** Ms. Nishita Rajeshkumar Gandhi was appointed as Non-Executive (Independent Director) of the Company w.e.f. September 15, 2023

EVALUATION OF THE BOARDâS PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee.

The result of the evaluation done by Independent Directors was reported to the Chairman of the Board. It was reported that the performance evaluation of the Board & Committeeâs was satisfactory. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.

PREVENTION OF INSIDER TRADING CODE

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

In accordance with requirement SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, provisions on Corporate Governance the Board of Directors of the Company had constituted following Committees. The details of which are as under:

TERMS OF REFERENCE

The terms of reference of the Audit Committee are as per the guidelines set out in the Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the stock exchanges read with Section 177 of the Companies Act, 2013. These broadly include:

â¢ Develop an annual plan for Committee,

â¢ Review of financial reporting processes,

â¢ Review of risk management, internal control and governance processes,

â¢ Discussions on quarterly, half yearly and annual financial statements,

â¢ Interaction with statutory, internal auditors,

â¢ Recommendation for appointment, remuneration and terms of appointment of auditors and

â¢ Risk management framework concerning the critical operations of the Company.

In addition to the above, the Audit Committee also reviews the following:

â¢ Matter included in the Directorâs Responsibility Statement;

â¢ Changes, if any, in the accounting policies;

â¢ Major accounting estimates and significant adjustments in financial statement;

â¢ Compliance with listing and other legal requirements concerning financial statements;

â¢ Disclosures in financial statement including related party transactions;

â¢ Qualification in draft audit report;

â¢ Scrutiny of inter-corporate loans & investments;

â¢ Managementâs Discussions and Analysis of Companyâs operations;

â¢ Valuation of undertakings or assets of the Company, wherever it is necessary;

â¢ Periodical Internal Audit Reports and the report of Fraud Risk Management Committee;

â¢ Findings of any special investigations carried out either by the Internal Auditors or by the external investigating agencies;

â¢ Letters of Statutory Auditors to management on internal control weakness, if any;

â¢ Major non-routine transactions recorded in the financial statements involving exercise of judgment by the management;

â¢ Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of the statutory auditors and cost auditors considering their independence and effectiveness, and recommend the audit fees; and

â¢ Subject to review by the Board of Directors, review on quarterly basis, Related Party Transactions entered into by the Company pursuant to each omnibus approval given.

Composition and Meetings of Audit Committee

The Audit Committee consists of three Directors out of which two Independent Directors. All members of the Audit Committee are financially literate, and they have accounting or related financial management expertise. The Audit Committee met 3 times during the financial year ended March 31, 2024. The attendance record of the members at the meeting was as follows:

NAME OF THE DIRECTOR	POSITION	NO. OF MEETINGS ATTENDED DURING THE YEAR
Ms. Nishita Rajeshkumar Gandhi*	Chairman	3
Mr. Bharat Rathod**	Member	3
Mr. Vinod Bafna***	Member	3

* Ms. Nishita Rajeshkumar Gandhi was appointed as Non-Executive (Independent Director) of the Company w.e.f. September 15, 2023

** Mr. Bharat Rathod was appointed as Non-Executive (Independent Director) of the Company w.e.f. August 17, 2023 *** Mr. Vinod Bafna was appointed as Executive Director of the Company w.e.f. August 17, 2023.

The Board of Directors of the Company has constituted a Nomination & Remuneration Committee, as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, with the object of Remuneration & Nomination committee is to recommend / review the remuneration of Managing Directors / Whole-time Directors. The remuneration policy of the Company is directed towards rewarding performance and attracting new talents / retaining them. While deciding the remuneration, the Committee considers the financial position of the Company, trend in the Industry, Appointeeâs qualification, experience, past performance, past remuneration etc.

Terms of Reference

The Committee is empowered: -

â¢ Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

â¢ Formulation of criteria for evaluation of Independent Directors and the Board;

â¢ Devising a policy on Board diversity;

â¢ 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 and shall carry out evaluation of every director âs performance;

â¢ Determining, reviewing and recommending to the Board, the remuneration of the Companyâs Managing / Joint Managing / Deputy Managing / Whole time / Executive Director(s), including all elements of remuneration package;

â¢ To ensure that the relationship of remuneration to perform is clear and meets appropriate performance benchmarks;

â¢ Formulating, implementing, supervising and administering the terms and conditions of the Employee Stock Option Scheme, Employee Stock Purchase Scheme, whether present or prospective, pursuant to the applicable statutory / regulatory guidelines;

â¢ Carrying out any other functions as authorized by the Board from time to time or as enforced by statutory / regulatory authorities.

COMPOSITION AND MEETINGS OF THE NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee consist of three Non-Executive Directors out of which not less than one-half i.e. two Directors are Independent Director. The Nomination & Remuneration Committee met 1 time during the financial year ended March 31, 2024. The attendance record of the members at the meeting was as follows:

NAME OF THE DIRECTOR	POSITION	NO. OF MEETINGS ATTENDED DURING THE YEAR
Ms. Nishita Rajeshkumar Gandhi*	Chairman	1
Mr. Bharat Rathod**	Member	1
Mr. Vinod Bafna***	Member	1

* Ms. Nishita Rajeshkumar Gandhi was appointed as Non-Executive (Independent Director) oj the Company w.e.j. September 15, 2023

This Committee has been formed to carry out the function as contained in Schedule V of the Companies Act, 2013 and shall enjoy necessary powers and authority reviews commensurate with its functions.

Policy for selection and appointment of Directors and their Remuneration

The Nomination and Remuneration Committee has adopted a Charter which, inter alia, deals with the manner of selection of Board of Directors, CFO & Managing Director and their remuneration. This Policy is accordingly derived from the said Charter.

CRITERIA OF SELECTION OF NON-EXECUTIVE DIRECTORS

The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.

In case of appointment of Independent Directors, the NRC Committee shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

The NRC Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

The NRC Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director:

â¢ Qualification, expertise and experience of the Directors in their respective fields;

â¢ Personal, Professional or business standing;

â¢ Diversity of the Board.

In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.

REMUNERATION POLICY

The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board meetings or any other remuneration as may be approved by the Board and the members.

A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

CEO / MANAGING DIRECTOR / CFO - CRITERIA FOR SELECTION / APPOINTMENT

For the purpose of selection of the CEO / MD / CFO, the Nomination & Remuneration Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.

The Committee will also ensure that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.

REMUNERATION FOR THE CEO / MANAGING DIRECTOR / CFO

At the time of appointment or re-appointment, the CEO / Managing Director / CFO shall be paid such remuneration as may be mutually agreed between the Company (which includes the NRC Committee and the Board of Directors) and the CEO / Managing Director / CFO limits as be approved by the Board and the Members and as prescribed under the Companies Act, 2013.

The remuneration shall be subject to the approval of the Members of the Company in General Meeting. The remuneration of the CEO / Managing Director / CFO comprises only of fixed component. The fixed component comprises salary, allowances, perquisites, amenities and retiral benefits.

REMUNERATION POLICY FOR THE SENIOR MANAGEMENT EMPLOYEES

In determining the remuneration of the Senior Management Employees (i.e., KMPs and Executive Committee Members) the NRC Committee shall ensure the relationship of remuneration and performance benchmark is clear.

The Managing Director will carry out the individual performance review based on the standard appraisal matrix and shall consider the appraisal score card and other factors mentioned herein-above, whilst recommending the annual increment and performance incentive to the NRC Committee for its review and approval.

The Committee is in charge of looking after grievances of Investors and Shareholders. The detail of the Committee is as follows:

Terms of Reference

The terms of reference of the Committee includes the following:

â¢ To review all complaint recorded in Scores of SEBI and replies made to the same by Registrar & Transfer Agent / Company Secretary.

â¢ To receive report on all complaints recorded in SCORES of the Registrar and Share Transfer Agent and note the corrective actions taken by the Registrars.

â¢ To take action of all grievances and complaints lodged by the stock exchange, shareholders associations and other bodies.

â¢ To review grievances of other stakeholders of the Company given in their individual capacity.

â¢ Overview activities relating to share maintenance and related work.

COMPOSITION AND MEETINGS OF STAKEHOLDERâS RELATIONSHIP COMMITTEE

The Stakeholderâs Relationship Committee consists of three Directors out of which one is Non-Executive Director and he is the Chairman of the Committee. The Stakeholderâs Relationship Committee met 1 time during the financial year ended March 31, 2024. The attendance record of the members at the meeting was as follows:

NAME OF THE DIRECTOR	POSITION	NO. OF MEETINGS ATTENDED DURING THE YEAR
Ms. Nishita Rajeshkumar Gandhi*	Chairman	1
Mr. Bharat Rathod**	Member	1
Mr. Vinod Bafna***	Member	1

* Ms. Nishita Rajeshkumar Gandhi was appointed as Non-Executive (Independent Director) of the Company w.e.f. September 15, 2023

The Corporate Social Responsibility Committee consists of three directors out of which One is Independent Directors at present. The Corporate Social Responsibility Committee has been formed in the financial year 2024-2025. The attendance record of the members at the meeting was as follows:

NAME OF THE DIRECTOR	POSITION	NO. OF MEETINGS ATTENDED DURING THE YEAR
Ms. Nishita Rajeshkumar Gandhi*	Chairman	Not Applicable
Mr. Sayyad Akhtar Ali**	Member	Not Applicable
Mr. Saiyyed Owais Ali***	Member	Not Applicable

* Ms. Nishita Rajeshkumar Gandhi was appointed as Non-Executive (Independent Director) of the Company w.e.f. September 15, 2023

** Mr. Sayyad Akhtar Ali re-designated as Non-Executive Director of the Company w.e.f. July 24, 2023 *** Mr. Saiyyed Owais Ali re-designated as Managing Director of the Company w.e.f. August 17, 2023.

Annual and Extra Ordinary General Meetings:

The details of the last three Annual General Meetings of the Company are as under:

ANNUAL GENERAL MEETING:

FINANCIAL

YEAR

DATE

VENUE

2022 - 2023

September 15, 2023

C/o Sayyad Akhtar Ali, Vahid Nagar, Old Baipass Road, Ratlam-457001, Madhya Pradesh, India

EXTRA ORDINARY GENERAL MEETING FOR THE FINANCIAL YEAR 2023 - 2024:

FINANCIAL YEAR	DATE	VENUE
2023 - 2024	April 3, 2023	C/o Sayyad Akhtar Ali, Vahid Nagar, Old Baipass Road, Ratlam- 457001, Madhya Pradesh, India
2023 - 2024	June 15, 2023	C/o Sayyad Akhtar Ali, Vahid Nagar, Old Baipass Road, Ratlam- 457001, Madhya Pradesh, India
2023 - 2024	August 17, 2023	C/o Sayyad Akhtar Ali, Vahid Nagar, Old Baipass Road, Ratlam- 457001, Madhya Pradesh, India
2023 - 2024	September 27, 2023	C/o Sayyad Akhtar Ali, Vahid Nagar, Old Baipass Road, Ratlam- 457001, Madhya Pradesh, India

There are no materially significant transactions with the related partiesâ viz. Promoters, Directors Management, or their relatives or Subsidiaries that had potential conflict with the Companyâs interest.

Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the Annual Report.

There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large.

No penalties have been imposed on the Company by Stock Exchange or SEBI relating to capital markets during the last three years.

The Company has in place a mechanism to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.

During the year ended March 31, 2024 the Company does have material listed / unlisted subsidiary companies as defined in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Independent Directors have confirmed that they meet the criteria of âIndependenceâ as stipulated SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

RESULTS

The Half Yearly Audited Results and the Annual Audited Financial Results of the Company are sent to the stock exchanges immediately after they are approved by the Board. Also, they are uploaded on the Companyâs website www.ommpl.com. The results are published in accordance with the guidelines of the Stock Exchange.

WEBSITE

The Companyâs website www.ommpl.com contains a separate dedicated section âInvestor Relationsâ wherein shareholdersâ information including financial results is available. The Companyâs Annual Report is also available in a user friendly and downloadable form.

ANNUAL REPORT

The Annual Report containing, inter alia, Audited Financial Statements, Boardsâ Report, Auditorsâ Report and other important information is circulated to Members and others entitled thereto. The Managementâs Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Companyâs website www.ommpl.com

NATIONAL STOCK EXCHANGE OF INDIA LIMITED CORPORATE (NSE) COMPLIANCE & LISTING CENTRE (THE âLISTING CENTREâ)

NSEâs Listing Centre is a web-based application designed for corporate. All periodical compliance filings like shareholding pattern, among others are also filed electronically on the Listing Centre.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2022 - 2024

DESIGNATED EXCLUSIVE EMAIL

The Company has designated the Email [email protected] exclusively for investor servicing.

GENERALâS SHAREHOLDRS INFORMATION

Annual General Meeting:

Day & Date: Friday, September 27, 2024 Time: 4.00 P.M.

Venue: C/o Sayyad Akhtar Ali, Vahid Nagar, Old Baipass Road, Ratlam- 457001, Madhya Pradesh, India FINANCIAL CALENDAR 1st April to 31st March.

LISTING IN STOCK EXCHANGES AND STOCK CODES

The name of stock exchange at which the equity shares are listed, and its stock code is as under:

NAME OF THE STOCK EXCHANGES	STOCK CODE
Emerge Platform of National Stock Exchange of India Limited	OWAIS

ISIN

The ISIN number for the Company equity shares is INE0R8M01017 CIN

The CIN for the Company is L14290MP2022PLC063833

OUTSTANDING GDRâS / ADRâS / WARRANTâS / CONVERTIBLE INSTRUMENTS AND THEIR IMPACT ON EQUITY

NIL

LISTING FEES

The Company has paid listing fees up to March 31, 2024 to Emerge Platform of National Stock Exchange of India Limited, where the Companyâs shares are listed.

SHARE TRANSFERS AGENT

Bigshare Services Private Limited S6-2, 6th Pinnacle Business Park,

Mahakali Caves Road, next to Ahura Centre,

Andheri East, Mumbai- 400093, Maharashtra, India

Phone: 022 6263 8200

Email: [email protected]

Website: www.bigshareonline.com

SHARE TRANSFER SYSTEM

None of the shares are held in physical form.

During the year ended March 31, 2024 the Company does not have any material listed / unlisted subsidiary companies as defined in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

During the year under review, no companies have ceased to be joint venture or associate companies of the Company. Currently 100.00 % of the Company Share Capital is held in dematerialized form.

SHAREHOLDING OF NOMINAL VALUE (IN ?)	NO. OF SHAREHOLDERS	NO OF SHARE	% OF TOTAL	SHARE AMOUNT	% OF SHAREHOLDI NG
Upto 5000	5	850	0.85	8,500.00	0.00
5001 - 10000	_-	_-	_-	_-	_-
10001 - 20000	338	5,40,800	57.78	54,08,000.00	2.97
20001 - 30000	_-	_-	_-	_-	_-
30001 - 40000	65	2,08,000	11.11	20,80,000.00	1.14
40001 - 50000	39	1,87,200	6.67	18,72,000.00	1.03
50001 - 100000	69	5,32,800	11.79	53,28,000.00	2.93
100001 and above	69	1,67,12,748	11.79	16,71,27,480.00	91.92
Total	585	1,81,82,398	100.00	18,18,23,980.00	100.00

Our Company got listed on March 04, 2024, high and low of the equity shares of the Company, trading volume for the month of March are as follows:

SR. NO.	MONTH	HIGH PRICE	LOW PRICE	VOLUME
1	March 2024	519.00	274.60	19,37,600

In line with the provisions of the Section 177(9) of the Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, your Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.

In todayâs economic environment, Risk Management plays a very important part of business. The main aim of risk management is to identify, assess, prioritize, monitor and take precautionary measures in respect of the events that may pose risks to the business. The Company is not subject to any specific risk except risks associated with the general business of the Company as applicable to the industry as a whole.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in the future.

The Companyâs Auditors, M/s. J N S B & Co., Chartered Accountant, who were appointed with your approval at the 1^stAnnual General Meeting for a period of five years, will complete their present term on conclusion of the ensuing 6^thAnnual General Meeting of the Company.

The Auditorsâ Report issued by M/s. J N S B & Co., Chartered Accountant, on the Financial Statements for the year ended March 31, 2024. As per auditorâs report, no fraud u/s 143(12) has been reported by the Auditor.

The observations of the Statutory Auditors, when read together with the relevant notes to accounts and other accounting policies are self-explanatory and do not call for any further comment.

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Heena Gulrajani & Associates, Practicing Company Secretary was appointed as Secretarial Auditor of the Company for the financial year 2023-2024. The Secretarial Audit report is annexed herewith as âANNEXURE Iâ. The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks.

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under section 118 (10) of the Companies Act, 2013.

As per directives of the Central Government and in pursuance to the provisions of Section 148 of the Companies Act, 2013 read with rules framed there under, the Company is not required to carry out an audit of cost accounts.

The Company is conscious of the importance of environmentally clean and sale operations. The Companyâs policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of employees and related disclosures part of this Annual report as âANNEXURE IIâ.

The Management Discussion and Analysis Report of the Company is annexed to this Report.

The Company has adopted policy on prevention of Sexual Harassment of Women at workplace in accordance with the Sexual Harassment of Women at workplace.

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

There are no agreement impacting management or control of the Company or imposing any restriction or create any liability upon the Company.

Your Company always endeavours to keep the time of response to shareholdersâ request / grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholdersâ Relationship Committee of the Board meets periodically and reviews the status of the Shareholdersâ Grievances. The shares of the Company continue to be traded in electronic forum and dematerialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

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

REGISTERED OFFICE:	By Order of the Board of Directors
C/o Sayyad Akhtar Ali, Vahid Nagar, Old Baipass Road,	For OWAIS METAL AND MINERAL
Ratlam- 457001, Madhya Pradesh, India	PROCESSING LIMITED (earlier known as Owais Metal and Mineral Processing Private Limited and Owais Ali Overseas Private Limited)
	Sd/- Saiyyed Owais Ali
Place: Ratlam	Managing Director
Date: Monday, September 2, 2024	DIN: 08291144

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