Directors Report of Omansh Enterprises Ltd.

Mar 31, 2025

On behalf of the Board of Directors, it is our pleasure to present tire 50⁸¹ Directors'' Report of
Omansh Enterprises Limited ("the Company") for the year ended 31st March, 2025.

1. FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

(Rs. in Lakh)

Particulars	2024-25	2023-24
Revenue from Operations	-	1.02
Other Income	12.28	-
Total Revenue	12.28	1.02
Total Expenses	31.64	33.74
Profit / (Loss) Before Tax	(19.26)	(32.72)
Current Tax	-	-
Deferred Tax	-	-
Profit / (Loss) after Tax	(19.26)	(32.72)
Basic	(0.36)	(6.21)
Diluted	(0.36)	(6.21)

2. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR

During the year under review, your Company recorded revenue of Rs. 12.28 Lakh as
compared to revenue of Rs. 1.02 Lakh in previous year. During the Financial year, the
Company incurred net loss of Rs. 19.26 Lakh as compared to Net loss of Rs. 32.72 Lakh in the
previous year. Your Directors are optimistic about company''s business and hopeful of better
performance in the coming years.

3. CHANGE IN THE NATURE OF BUSINESS

During tire year under review, tire Company has altered its Memorandum of Association
pursuant to Resolution Plan approved by the Hon''ble NCLT, New Delhi Bench vide its order
dated 29th February 2024 by adding of subclauses 6 and 7 after the existing sub clause 5 of
Clause III (A) of the Memorandum of Association.

4. DIVIDEND AND APPROPRIATION

During the year under review, the Board of Directors of the Company do not propose any
dividend for the financial year ended 31st March, 2025.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) 0) OF THE COMPANIES
ACT, 2013

During the year under review, due to losses of Rs. 19.26 Lakh, no amount was transferred to
reserves for the financial year ended March 31, 2025.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

During the Financial Year under review, there was a Change in the Capital Structure as per
the Approved Resolution Plan as follows:

1. 100% of the share capital held by the Promoter Shareholder''s in the Company stood
cancelled without payment of any consideration i.e. all earlier promoters ceased to be the
promoters of the Company and the Promoters'' share capital of the Company stood reduced.

2. Tire share capital of the existing Public Shareholders of the Company as on the Record Date
was reduced - i.e. for their existing shareholding of 500 fully paid shares, 499 Equity Shares
was cancelled. Accordingly, Public share capital of the Company stood reduced.

3. Tire fresh funds were infused by the Resolution Applicant - Raconteur Granite Limited (by
way of allotment of fresh Equity Share Capital i.e. 500000 (Five Lakhs) Equity Shares of Rs.
2/- (Rupees Two only) each hilly paid up), the Resolution Applicant became the new
promoter of the Company.

Further, during the period between the end of the financial year on 31st March, 2025, and the
date of this Report, there have been no material changes or commitments affecting the
financial position of tire Company except the following:

An Open Offer has been announced under the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011. Tire said open offer is currently in progress as on the date of
this Report. Tire outcome of the open offer may result in a change in shareholding pattern and
control of the Company, which may have air impact on the operations and financial position
of the Company in due course.

7. PUBLIC DEPOSITS

Tire Company has neither accepted nor renewed airy deposits during the Financial Year 2024-
25 in temrs of Chapter V of tire Companies Act, 2013.

8. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

Pursuant to Section 178 of the Companies Act, 2013 read with Companies (Meeting of the
Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, your Company has adopted familiarization programs for
Independent Directors and other directors to familiarize them with the Company, their role,
rights, responsibilities, nature of the industry in which the Company operates, business
model, management structure, industry overview, internal control system and processes, risk
management framework etc. Your Company aims to provide its Independent Directors,
insight into the Company''s business model enabling them to contribute effectively.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Changes in Directors and Key Managerial Personnel during the year as follows:

i. Ms. Anshu Kumari Agaiwal (M. No. A72422) was appointed as Company Secretary &
Compliance Officer of tire Company w.e.f. 18^th April, 2024, however, she has resigned
w.e.f. 20^th May, 2025.

ii. Mr. Rameshwar Dayal (DIN: 05248801) appointed as Additional Director (Non-
Executive Independent) w.e.f. 29^th April, 2024 and regularized as Independent
Director w.e.f. 30^th September, 2024.

iii. Ms. Renu Satti (DIN: 07781116) appointed as Managing Director w.e.f. 29^th April, 2024.

iv. Mr. Govindan Krishnan (DIN: 08544832) appointed as Whole-time Director w.e.f. 29^th
April, 2024 and resigned from office of Whole-time Director as well as Director of the
Company w.e.f. 05^th September 2024.

v. Mr. Ajay Suresh Yadav appointed as Chief Financial Officer of the Company w.e.f. 29^th
April, 2024.

vi. Mr. Babulal Bhawarlal Kharwad (DIN: 08005282) as Additional Director (Executive)
of the Company and further he was designated as Whole-time Director of the
Company w.e.f. 5th September, 2024.

vii. Mr. Tushar Virendra Pratap Singh (DIN: 10388960) as the Independent Director of the
Company.

viii. Mr. Asdulla Mehfuzali Khan (DIN: 10388973) as the Independent Director of the
Company.

ix. Mr. Jubin Prernji Gada (DIN: 10820579) was appointed as an Additional Non-executive
Independent Director of the Company w.e.f. 13^th November, 2024.

x. Mr. Jignesh Keshav Barot (DIN: 08184643) was appointed as an Additional Non¬
executive Independent Director of the Company w.e.f. 13^th November, 2024.

xi. Mrs. Sushila Babulal Kharwad (DIN: 10016692) was appointed as an Additional
Director of the Company w.e.f. 13* November, 2024.

Change in Directors and Key Managerial Personnel after the closure of Financial Year 2024-

25 is as follows:

i. Ms. Muskan was appointed as Company Secretary & Compliance Officer of the
Company w.e.f. 24* May, 2025. Mr. Santosh was appointed as the ChiefFinancial
Officer of the Company w.e.f. 24* May, 2025.

ii. Mr. Krishan Kumar Jalan (DIN: 01767702), Mr. Parvesh Gupta (DIN:00506032), Mrs.
Jyoti Gupta (DIN: 02280839), arid Mr. Sudesh Gupta (DIN: 00197378) were appointed

as non-executive additional Independent Director of the Company w.e.f. 22^nd August,
2025.

hi. Mr. Piyush Gupta (DIN: 02174867), Mr. Nilesh Jindal (DIN: 07593843) and Mr.
Purshottam Gupta (DIN: 00397918) were appointed as Executive Additional Director
of the Company w.e.f. 22^nd August, 2025. Mr. Avnish Jindal (DIN: 02293188) was
appointed as Whole-time Director w.e.f. 22^nd August, 2025.

iv. Mr. Avnish Jindal (DIN: 02293188) was appointed as Additional Executive Director
and Whole-Time Director of the Company w.e.f. 22^nd August 2025.

v. Mr. Jignesh Keshav Barot, Ms. Sushila, Mr. Jubin, Mr. Babulal and Mr. Rameshwar
Daval have tendered their resignation as Director of the Company w.e.f. 22^nd August,
2025.

vi. Mr. Babulal Bhawarlal Kharwad has tendered his resignation as Director of the
Company w.e.f. 2^nd September, 2025.

Your Company has received necessary declaration from Independent Director of the
Company under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they
meet with the criteria of independence as prescribed under the aforesaid Section and
Regulation.

None of the Directors of your Company is disqualified for tire financial year 2024-25 as per
the provisions of Section 164 and 167 of the Companies Act, 2013 Act. Tire Directors of the
Company have made necessary disclosures as required under various provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015.

Formal Annual Evaluation

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, during the year, the Board adopted a formal mechanism for
evaluating its performance as well as that of its Committees and Individual Directors
including the Chairman of the Board. Structured questionnaires were used in the overall
Boar d evaluation comprising various aspects of Board function.

Tire evaluation of Independent Director was carried out by tire entire Board and that of the
Chairman and Non - Independent Directors were carried out by the Independent Directors.

Tire Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.

10. NOMINATION & REMUNERATION POLICY OF DIRECTORS, KEY
MANAGERIAL PERSONNEL (KMP) AND OTHER EMPLOYEES

Tire Nomination and Remuneration Committee has adopted the attributes and qualifications
as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, in respect of Independent Directors. Tire Committee

has also adopted the same attributes and qualifications, to the extent applicable, in respect of
Non-Independent Directors. All tire Non-Executive Directors of the Company fulfil the fit and
proper criteria for appointment as Directors. Further, all Directors of the Company, other than
Independent Directors, are liable to retire by rotation. One-third of the Directors who are liable
to retire by rotation, retire eveiy year and are eligible for re-election.

Tire Board, on the recommendation of the Nomination and Remuneration Committee,
approved the Remuneration Policy for the Directors, Key Managerial Personnel and other
employees of the Company, a copy of which is enclosed as "Annexure -1" to this Report.

11. Board Evaluation

Tire Board carried out annual performance evaluation of its own performance and that of the
individual Director''s as also functioning of the Board Committees, as required in terms of
Section 134(3) (p) of the Act. Tire performance evaluation of the Boar d and individual Directors
was based on criteria approved by the Nomination and Remuneration Committee. Tire
Directors expressed their satisfaction with the overall evaluation process.

12. Number of Board Meetings

During the financial year 2024-25 there were 16 (Sixteen) meeting of Board of Director were
held.

13. Board Committees

Tire composition of the committees of the Board has undergone a change during the Financial
Year''. Tire composition of the three Board Committees at the end of the year is as follows: -

AUDIT COMMITTEE
S. No. Name Designation

1 Mr. Rameshwar Dayal Chairperson

2 Mr. Jignesh Keshav Barot Member

3 Mr. Jubirr Prenrji Gada Member

NRC COMMITTEE
S. NO. Name Designation

1 Mr. Rameshwar Dayal Chairperson

2 Mr. Jignesh Keshav Barot Member

3 Mr. Jubirr Prenrji Gada Member

SRC COMMITTEE
S. No. Name Designation

1 Mr. Rameshwar Dayal Chairperson

2 Mr. Jignesh Keshav Barot Member

3 Mr. Jubirr Prenrji Gada Member

14. Director''s Responsibility Statement

As required under Section 134(5) of the Act, your Directors confirm having:

i. followed iii the preparation of the Annual Accounts, the applicable Accounting
Standards with proper explanation relating to material departures, if any;

ii. selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and
of tire profit/loss of the Company for that period;

iii. taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of
your Company and for preventing and detecting baud and other irregularities;

iv. prepared the Annual Accounts on a going concern basis; and

v. Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.

vi. having laid down the internal financial controls to be followed by the Company
and such internal financial controls are adequate and operating effectively.

15. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate or joint venture.

16. LISTING INFORMATION

The Equity Shares of the Company are presently listed only at BSE Limited.

17. DEMATERIALIZATION OF SHARES

Tire securities of tire Company are admitted with NSDL and CDSL, tire ISIN allotted to the

Company is INE378P01036 after the reduction of capital pursuant to approved Resolution

Plan.

18. SHARE CAPITAL OF THE COMPANY

As on 31^st March, 2025 the structure of share capital of the Company is as follows:

	No. of shares	Amount (In Rs.)
Authorised share capital
1,77,50,000 Equity shares of par value Rs. 2/- each	1,77,50,000	3,55,00,000
25,00,000, 0% Convertible Preference Share capital Rs. 10/- each	25,00,000	2,50,00,000
Issued, subscribed and fully paid up
5,28,007 Equity Share of Rs. 2/- each fully paid J3P_	52,78,007	1,05,56,014

25,00,000, 0% Convertible Preference Share	25,00,000	2,50,00,000
capital Rs.10/- each

During the Financial year under review, tire Board, pursuant to the approved Resolution Plan
of the Company by the Hon''ble NCLT vide its order dated 29^th February, 2024, approved
allotment of Equity Shares of Rs. 2/- to followings:

i. BRCCA Services Private Limited - 50,00,000 Equity Shares

ii. Ingenius Investment Advisors LLP - 12,50,000 Equity Shares

19. REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the provision of Regulation 27 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are not applicable to the Company since the paid-
up capital of the Company is below Rs. 10 Crore and also the net worth of the Company is
below Rs. 25 Crore. Thus, the Company is not required to attach the Corporate Governance
report with the Report of the Board of Directors.

20. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, tire provisions of Section 135(1) of the Companies Act, 2013 are
not applicable.

21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year’ under review, no remuneration was paid to any Director of the Company.
Further, no remuneration was paid to any employees of your Company covered under the
provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

22. RISK MANAGEMENT

Tire Board has approved the Risk Management Policy of the Company. Tire Company''s risk
management framework is designed to address risks intrinsic to operations, financials and
compliances arising out of the overall strategy of tire Company.

Tire Company manages monitors and reports on the principal risks and uncertainties that can
impact its ability to achieve its objectives. Tire responsibility for management of risks vests
with the Managers/ officers responsible for the day-to-day conduct of the affairs of the
Company. Risk focused audits are carried out periodically by the Internal Auditors, which
lead to identification of areas where risk management processes need to strengthened. Annual
update is provided to the Board on the effectiveness of the Company''s risk management
systems and policies.

23. FIN AN AN Cl AL CONTROLS & INTERNAL AUDIT

Tire Company has adequate internal financial controls with respect to the financial statements,
commensurate with the size and scale of the operations of the Company. During the year
under review, such controls were tested and no reportable material weakness in operation has
been observed. Internal audit of the Company has been carried out during the year. Tire Audit
Committee reviews the internal audit findings, provides guidance on internal controls and
ensures that the internal audit recommendations are implemented.

24. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along
with the purpose for which the loan or guarantee or security proposed to be utilized by the
recipient are provided in the Financial Statements for the year under review.

25. RELATED PARTY TRANSACTIONS

Details of transactions with related parties during financial year'' 2024-25 are provided in the
notes to the financial statements. There were no transaction requiring disclosure under section
134(3)(h) of the Act.

Tire Policy on materiality of related party transactions and dealing with related dealing with
related party transactions as approved by the Board is available on the website of the
Company i.e. www.omansh.co.in

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /
COURTS /TRIBUNALS

During tire year under review no significant order was passed by any Regulators / Courts /
Tribunal.

However, in previous year FY 2023-24 the Corporate Insolvency Resolution Process (CIRP)
was initiated by the Hon''ble NCLT, New Delhi Bench vide its order dated 31st January, 2023
against the Company and the Hon''ble NCLT, New Delhi Bench vide its order dated 29th
February, 2024 was pleased to sanction the resolution plan (hereinafter referred to as the
Approved Plan).

Pursuant to Clause 11.4 of Resolution Plan approved by the Hon''ble NCLT, New Delhi Bench
vide its order dated 29th February 2024, all penalties/fines imposed on the Company prior to
the Plan Effective Date i.e. 29th February 2024 (Date of passing of order by the Hon''ble NCLT,
New Delhi Bench) shall stand waived off.

27. EXTRACT OF ANNUAL RETURN

Tire detailed Annual return is available on the website of the company i.e www.ornarrsh.co.in

28. AUDITORS AND AUDIT REPORT

M/s MKRJ & Co., Chartered Accountants, was appointed as Statutory Auditor of the
Company from the conclusion of the 48th Annual General Meeting till the conclusion of AGM
to be held for financial year ending 31st March 2026.

However, M/s MKRJ & Co., Chartered Accountants, have resigned as Statutory Auditor of
the Company w.e.f. 22^nd August, 2025. M/s MKRJ & Co., Chartered Accountants, have
conducted the Statutory Audit for financial year 2024-25 and placed their report for the same.

The Auditors'' Report does not contain any qualification, reservation or adverse remark.
Further the report of auditor does not contain any remarks under Section 143 of the
Companies Act, 2013.

During the year under review, the statutory auditors has not observed any instance of fraud
Committed against the company by its officers or employees. Hence, no reporting under
section 143(12) of the Companies Act, 2013 is required.

Tire Board, subject to approval of the members at ensuing Annual General Meeting, has
proposed to appoint M/s. Singlri Chugh and Kumar, Chartered Accountants [FRN: 013613N]
as statutory auditor of the Company due to the resignation of existing Statutory Auditors.

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

Conservation of Energy:

(i) Tire steps taken or impact on conservation of energy	Every possible step is being taken to conserve the resources of energy by the company.
(ii) the steps taken by the company for utilizing alternate sources of energy	In the current fiscal year the company has not used any other alternate source of energy.
(iii) Capital investment on energy conservation equipment	Nil

Technology Absorption:

(i)	(i) Tire efforts made towards technology Absorption	Nil
(ii)	(ii) Tire benefits derived like product improvement, cost reduction, product develop mentor import substitution	Nil
(iii)	(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):	NA
(a)	the details of technology imported	NA
(b)	the year of import	NA
(c)	whether tire technology been fully absorbed	NA
(d)	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NA
(iv)	the expenditure incurred on Research And Development	Nil

Foreign Exchange Earnings and Outgo

There were no foreign exchange earnings or foreign exchange outflow during tire year.

30. Secretarial Auditor & Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013, the Company has appointed M/s NSP &
Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the
financial year'' 2024-25. Tire Secretarial Audit Report is annexed as Annexure-II.

Tire comments made by tire Secretarial Auditor are self- explanatory and do not require and
further comments.

31. TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND(IEPF)

Pursuant to the provisions of Section 124(5) of the Act, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), all unpaid or unclaimed
dividends are required to be transferred by the Company to the IEPF established by the
Central Government, after the completion of seven (7) years from the date of transfer to
Unclaimed/Unpaid Dividend Account.

Your Company was not requir ed to transfer any amount to IEPF Account during the financial
year under review.

32. PREVENTION OF INSIDER TRADING:

Provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 mandates the Company
to formulate a Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive information and Code of Conduct for Regulating, Monitoring and Reporting of
Trading of Shares by Insiders.

Accordingly, the Board had formulated the Code of Practice for Fair Disclosure of Un¬
published Price Sensitive Information and the Code of Conduct for Regulating, Monitoring
and Reporting of trading of Shares by Insiders in terms of the SEBI (Prohibition of Insider
Trading) Regulations, 2015 ("Regulation"). Tire objective of these Codes is to prevent misuse
of Unpublished Price Sensitive Information ("UPSI") by Designated Persons and their
immediate relatives. Tire Board has also formulated and adopted a Policy on Determination
of Legitimate Purpose as per the provisions of these Regulations.

Further, the Company has also put in place adequate & effective system of internal controls
and standard processes to ensure compliance with the requirements given under these
regulations for prevention of insider trading.

Tire said Codes are uploaded on the website of the Company.

33. ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Tire Vigil Mechanism Policy of the Company is formulated in terms of Section 177 (9) of the
Companies Act, 2013 read with the provisions of the Listing Agreement with the Stock
Excharrge(s) and thereby also incorporates Whistle Blower Policy. That as per the said policy
protected disclosures can be made by the whistle blower to the dedicated e-nrail / telephone
line/ letter to Chairman of Audit Committee.

34. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT AT WORKPLACE

Your Company has zero tolerance policy in case of sexual harassment at workplace and is
committed to provide a healthy environment to each and eveiy employee of the company.
Tire Company has in place "Policy for Prevention and Redressal of Sexual Harassment" in
line with the requirements of sexual harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (hereinafter referred to as ''the said Act'') and Rules made
there under. As per the provisions of Section 4 of the said Act, the Board of Directors has
constituted the Internal Complaints Committee (ICC) at the Registered Office, Works to deal
with the Complaints received by the company pertaining to gender discrimination and sexual
harassment at workplace.

Further, as per tire provisions of Section 21 and 22 of the aid Act, the Report in details of the
number of cases filed under Sexual Harassment and their disposal for the financial year under
review, is as under:

(a) number of complaints of sexual harassment received in the year: NIL

(b) number of complaints disposed off during the year: NIL

(c) number of cases pending for more than ninety days: NIL

Further, your Board would like to apprise that the company has complied with the provisions
relating to the Maternity Benefit Act 1961

35. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your
Company continuously invests in attraction, retention and development of talent on an
ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job rotation
and job enlar gement.

36. COMPLIANCE WITH THE SECRETARIAL STANDARDS

Tire company has duly complied with the applicable Secretarial Standards during the
financial year 2024-25.

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

Tire Corporate Insolvency Resolution Process (CIRP) was initiated by the Hon''ble NCLT, New
Delhi Bench vide its order dated 31st January, 2023 and the Hon''ble NCLT, New Delhi Bench
vide its order dated 29th February, 2024 was pleased to sanction the resolution plan
(hereinafter referred to as the Approved Plan) submitted by Raconteur Granite Limited.

38. MANAGEMENT DISCUSSION AND ANALYSIS:

Tire Management''s Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2) (e) of the Listing Regulations is given as an "ANNEXURE -III'' to this
report.

39. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED
SUSPENSE ACCOUNT (UNCLAIMED SHARES)

Pursuant to Regulation 39 of SEBI (LODR) Regulations, 2015 reminder letters shall be sent to
shareholders whose shares remain unclaimed from the Company. Based on their response,
such shares shall be transferred to "Suspense Escrow Demat Account" as per the provisions
of Schedule VI of the SEBI (LODR) Regulations, 2015. Tire Regulation is not applicable to the
Company for the financial year 2024-25.

Tire disclosure as required under Part F of Schedule V of the SEBI (LODR) Regulations, 2015
are given below:

a. Aggregate number of shareholders and tire outstanding shares in the suspense account
lying at the beginning of the year: Nil

b. Number of shareholders who approached listed entity for transfer of shares from
suspense account dining the year: Nil

c. Number of shareholder’s to whom the shares were transferred from suspense account
during the year^-: Nil

d. Aggregate number of shar eholders and the outstanding shares in the suspense account
lying at the end of the year: Nil

e. Voting rights on these shares shall remain frozen till the rightful owner of such shares
claims the shares. N.A.

40. ACKNOWLEDGEMENT

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

For and on Behalf of Board of Director
For Omansh Enterprises Limited

Sd/-

Avnish Jindal
DIN: 02293188
Whole-Time Director

Sd/-

Piyush Gupta
DIN: 02174867
Additional Director

Date: 06.09.2025
Place: New Delhi

---

Mar 31, 2024

On behalf of the Board of Directors, it is our pleasure to present the 49^th Directors''
Report of Omansh Enterprises Limited (“the Company”) for the year ended 31^st
March, 2024.

1. Financial Performance and State of Company''s Affairs

(Amount in Thousand)

Particulars	FY-2024	FY-2023	FY-2022
Total Revenue	102	5,900	36,558
Less: - Tota l Expenses	3,374	9,196	39,332
Profi t Before Tax	(3,272)	(3,295)	(2,274)
Less: - Tax Expenses	0	0	0
Current Tax	0	0	0
Deferred Tax	0	0	0
Extraordinary Items	-	40,800	-
Proft/(Loss) after Tax	(3,272)	(44,095)	(2,774)
Earnings per share (Rs. )
Basic	(6.20)	(2.48)	(0.16)
Diluted	(6.20)	(2.48)	(0.16)

Since the Company was undergoing CIRP, the Financial Statements for
the Financial Year ended 31st March 2023 were neither approved by the
Board of Directors nor adopted by the members of the Company. Though
as per the reliefs granted under the resolution plan, the Company is not
required to adopt the Financial Statements for the Financial Year 2022-23,
however as a matter of good Corporate Governance, the new Board of
Directors have put forward the Financial Statements for the Financial Year
2022-23 for the approval of the members in the present AGM.

2. Brief description of the Company''s working during the year

During the year under review, your Company recorded revenue of Rs. 102
thousand as compared to revenue of Rs. 5900 thousand in previous year.
During the Financial year, the Company incurred net loss of Rs. 3272
thousand as compared to Net loss of Rs. 44095 thousand in the previous
year. Your Directors are optimistic about company''s business and hopeful
of better performance in the coming years.

3. Change in the Nature of Business

During the year under review, the Company has altered its Memorandum
of Association pursuant to Resolution Plan approved by the Hon''ble NCLT,
New Delhi Bench vide its order dated 29th February 2024 by adding of sub¬
clauses 6 and 7 after the existing sub clause 5 of clause III (A) of the
Memorandum of Association.

• To establish and carry on directly or indirectly all or any industry, trade or
business of preparing, mining, quarrying. boring, digging of granite stone,
sand, cutting, polishing, processing, treating, importing, exporting of all
types of marble, granite, late rite, lime stone, sand stone, slabs, tiles and
other building material and color stones of every description and type,
including setting, processing, trading or dealing into waste and by products
arising from the mining or processing of marbles and color stones.

• To carry on the business as promoters, developers, investors of; or to
construct, erect, develop, furnish, improve, modify, alter, maintain,
remove, replace any residential flats, dwelling houses, farm houses,
commercial buildings/accommodations, PGs, offices, shops, hotels,
motels, recreational centers, and for these purposes, to purchase, sell,
take on lease, or otherwise acquire and hold any rights or interests therein
or connected therewith of any land for any tenure or description wherever
situate and/or to acquire, buy, sell, traffic, speculate any land, house,

residential flats, farm houses, commercial buildings/accommodations,
shops, offices. hotels, motels, recreational centers, or any other
immovable properties of any kind, tenure, and any interest therein for
investment or resale purposes.

4. Dividend

During the year under review, the Board of Directors of the Company does
not propose any dividend for the financial year ended 31^st March, 2024.

5. Transfer to Reserves in Terms of Section 134 (3) (J) of The Companies
Act, 2013

During the year under review, due to losses of Rs. 3,272 thousand, no
amount was transferred to reserves for the financial year ended March 31,
2024.

6. Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report.

1. The Corporate Insolvency Resolution Process (CIRP) was
initiated by the Hon''ble NCLT, New Delhi Bench vide its order
dated 31/01/2023 and the Hon''ble NCLT, New Delhi Bench vide its
order dated 29/02/2024 was pleased to sanction the resolution
plan (hereinafter referred to as the Approved Plan) submitted by
Raconteur Granite Limited.

2. During the ongoing process of CIRP the Company did not hold any
General Meeting/ Annual General Meeting, therefore no Annual
General Meeting was held during the Financial Year 2022-23.

Change in the Capital Structure as per the Approved Resolution Plan

1. 100% of the share capital held by the Promoter Shareholders in
the Company stood cancelled without payment of any
consideration i.e. all earlier promoters ceased to be the promoters
of the Company and the, Promoter'' share capital of the Company
stood reduced.

2. The share capital of the existing Public Shareholders of the
Company as on the Record Date was reduced - i.e. for their
existing shareholding of 500 fully paid shares, 499 Equity Shares
shall be cancelled. Accordingly, Public share capital of the
Company stood reduced.

3. The fresh funds were infused by the Resolution Applicant -
Raconteur Granite Limited (by way of allotment of fresh Equity
Share Capital i.e. 500000 (Five Lakhs) Equity Shares of Rs. 2/-
(Rupees Two only) each fully paid up), the Resolution Applicant
become the new promoter of the Company.

4. The fresh funds of Rs. 90,00,000/- (Rupees Ninety Lac) were
infused by Strategic Investors for issuance of 4500000 (Forty-Five
Lac) Equity Shares having Face Value of Rs. 2/- (Rupees Two
Only) as per the following details:

S. No	NAME OF ENTITY	NO. OF SHARES ALLOTTED	CATEGORY
1.	BRCCA Services Private Limit ed	3250000	Public
2.	Ingen ius Investment Advisors LLP	1250000	Public
Total		4500000

5. The Board of Directors in their meeting held on 24^th May, 2024,
fixed Wednesday, 5^th June, 2024 as the Record Date for
determining the shareholders for carrying out Reduction of Share
Capital . The details of the said cancellation as approved by the
Board were as follows:

S. No.	Catego ry of Shareholders	No. Of Shares Cancelled
1.	Promoters (100% of share capital)	3746500
2.	Pub lic	13975493
	Total	17721993

Post reduction, the allotment of 28007 (Twenty-Eight Thousand
Seven) Equity Shares having Face Value of Rs. 2/- (Rupees Two
Only). The details of the said allotment as approved by the Board
are as follows:

S. No.	Category of Shareholders	Numbers of shares allotted
1.	Public Shareholders	28007 (including 1157 fractional shares)
	Total	28007

Fresh Application to BSE Limited

The Company has made application with BSE Limited for giving
effect to abovementioned changes in the Listed Equity Share
Capital of the Company and BSE listing of 5028007 (Fifty Lac
Twenty Eight Thousand Seven) Equity Shares vide its approval
letter dated 16^th July 2024.

Reliefs and concessions pursuant to the Approved Plan

In accordance with Regulation 32A of Insolvency & Bankruptcy
Code and the Approved Plan, the Company/ the present
management/ present Board of Directors of the Company shall
have no liability for an offence committed prior to the
commencement of the corporate insolvency resolution process

7. Public Deposits

The Company has neither accepted nor renewed any deposits during the
Financial Year 2023-24 in terms of Chapter V of the Companies Act, 2013.

A) Changes in Directors and Key Managerial Personnel during
the year

Pursuant to the Resolution Plan approved by the Hon''ble NCLT,
New Delhi Bench vide its order dated 29th February 2024, office of
all existing directors and Key Managerial Personnel were vacated
and new directors (Mr. Rajiv Vashisht, Mr. Tushar Virendra Pratap
Singh and Mr. Asdulla Mehfuzali Khan) were appointed by the
Successful Resolution Applicant i.e. Raconteur Granite Limited.

The Monitoring Committee constituted under the Resolution Plan
approved by the Hon''ble NCLT, New Delhi Bench vide its order
dated 29th February 2024 appointed Mr. Rajiv Vashisht (DIN:
02985977), Mr. Asdulla Mehfuzali Khan (DIN: 10388973), Mr.
Tushar Virendra Pratap Singh (DIN: 10388960) and Mrs. Sahara
Sharma (DIN: 07682859) as Additional Directors of the Company
w.e.f. 11th March, 2024.

Mrs. Sahara Sharma (DIN: 07682859) has resigend from the post
of Additional Director of the Company w.e.f. 27th March, 2024

On recommendations received from the Nomination and
Remuneration committee, the Board appointed of Mr. Govindan
Krishnan (DIN: 08544832) and Ms. Renu Satti (DIN: 07781116) as
Additional Director (Executive) of the Company w.e.f. 27th March,
2024.

Mr. Govindan Krishnan (DIN: 08544832) resigned from
Directorship w.e.f. 5^th September 2024.

On recommendations received from the Nominations and
Remuneration committee, the Board appointed of Mr. Babulal

Bhawarlal Kharwad (DIN: 08005282) as Additional Director
(Executive) of the Company and further he was designated as
Whole-time Director of the Company w.e.f. 5th September, 2024.

B) Declaration of Independence by The Independent Directors

Pursuant to the provisions of Section149 of the Companies Act,
2013 and Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from
time to time, your Company has three directors appointed as
independent director i.e. Mr. Asdulla Mehfuzali Khan (DIN:
10388973), Mr. Tushar Virendra Pratap Singh (DIN: 10388960)
and Mr. Rameshwar Dayal (DIN: 05248801).

Your Company has received necessary declaration from
Independent Director of the Company under Section 149(6) of the
Companies Act, 2013 read with Regulation 16 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
confirming that they meet with the criteria of independence as
prescribed under the aforesaid Section and Regulation.

C) Formal Annual Evaluation

In compliance with the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
during the year, the Board adopted a formal mechanism for
evaluating its performance as well as that of its Committees and
Individual Directors including the Chairman of the Board.
Structured questionnaires were used in the overall Board
evaluation comprising various aspects of Board function.

The evaluation of Independent Director was carried out by the
entire Board and that of the Chairman and Non - Independent
Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its Committees
with the Company.

9. Attributes, Qualifications and Appointment of Directors

The Nomination and Remuneration Committee has adopted the attributes
and qualifications as provided in Section 149(6) of the Act and Rule 5 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, in
respect of Independent Directors. The Committee has also adopted the
same attributes and qualifications, to the extent applicable, in respect of
Non-Independent Directors. All the Non-Executive Directors of the
Company fulfill the fit and proper criteria for appointment as Directors.
Further, all Directors of the Company, other than Independent Directors,
are liable to retire by rotation. One-third of the Directors who are liable to
retire by rotation, retire every year and are eligible for re-election.

The Board, on the recommendation of the Nomination and Remuneration
Committee, approved the Remuneration Policy for the Directors, Key
Managerial Personnel and other employees of the Company, a copy of
which is enclosed as “Annexure - I” to this Report.

10. Board Evaluation

The Board carried out annual performance evaluation of its own
performance and that of the individual Directors as also functioning of the
Board Committees, as required in terms of Section 134(3)(p) of the Act.
The performance evaluation of the Board and individual Directors was

based on criteria approved by the Nomination and Remuneration
Committee. The Directors expressed their satisfaction with the overall
evaluation process.

11. Number of Board Meetings

Since the Company was under CIRP from 31^st March 2023 to 29^th February
2024. Therefore, only one (1) meetings of the Board of Directors of the
Company was held on 27^th March 2024 during the year.

12. Board Committees

The composition of the committees of the board has undergone a change
during the Financial Year. The composition of the three Board Committees
at the end of the year is as follows: -

AUDIT COMMITTFF

S. No.	Name	Designation
1	Mr. Rameshwar Dayal	Chairperson
2	Mr. Tushar Virendra Pratap Singh	Member
3	Mr. Babulal Bhawarlal Kharwad	Member

NRC COMMITTEE

S. NO.	Name	Designation
1	Mr. Rameshwar Dayal	Chairperson
2	Mr. Tushar Virendra Pratap Singh	Member
3	Mr. Asdulla Mehfuzali Khan	Member

SRr rniuiMiTTFF

S. No.	Name	Designation
1	Mr. Rameshwar Dayal	Chairperson
2	Mr. Tushar Virendra Pratap Singh	Member
3	Mr. Babulal Bhawarlal Kharwad	Member

As required under Section 134(5) of the Act, your Directors confirm having:

i. followed in the preparation of the Annual Accounts, the applicable
Accounting Standards with proper explanation relating to material
departures, if any;

ii. selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the
Company for that period;

iii. taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of your Company and for preventing and
detecting fraud and other irregularities;

iv. prepared the Annual Accounts on a going concern basis; and

v. Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate
and operating effectively.

vi. having laid down the internal financial controls to be followed by
the Company and such internal financial controls are adequate
and operating effectively.

14. Subsidiaries, Associates and Joint Ventures

The Company does not have any subsidiary, associate or joint venture.

15. Listing Information

The Equity Shares of the Company are presently listed only at BSE
Limited.

16. Dematerialization of Shares

The securities of the Company are admitted with NSDL and CDSL, the
ISIN allotted to the Company is INE378P01036 after the reduction of
capital pursuant to approved Resolution Plan.

17. Report on Corporate Governance

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the provision of Regulation 27 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 are not applicable to the Company since the paid-up capital of the
Company is below Rs. 10 Crore and also the net worth of the Company is
below Rs. 25 Crore. Thus, the Company is not required to attach the
Corporate Governance report with the Report of the Board of Directors.

18. Corporate Social Responsibility

During the year under review, the provisions of Section 135(1) of the
Companies Act, 2013 are not applicable.

19. Particulars of Employees and Related Disclosures

During the year under review, no remuneration was paid to any Director of
the Company. Further, no remuneration was paid to any employees of your
Company covered under the provisions of Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. Risk Management

The Board has approved the Risk Management Policy of the Company.
The Company''s risk management framework is designed to address risks
intrinsic to operations, financials and compliances arising out of the overall
strategy of the Company. The Company manages monitors and reports on
the principal risks and uncertainties that can impact its ability to achieve its
objectives. The responsibility for management of risks vests with the
Managers/ officers responsible for the day-to-day conduct of the affairs of
the Company. Risk focused audits are carried out periodically by the
Internal Auditors, which lead to identification of areas where risk
management processes need to strengthened. Annual update is provided
to the Board on the effectiveness of the Company''s risk management
systems and policies.

21. Internal Financial Controls & Internal Audit

The Company has adequate internal financial controls with respect to the
financial statements, commensurate with the size and scale of the
operations of the Company. During the year under review, such controls
were tested and no reportable material weakness in operation has been
observed. Internal audit of the Company has been carried out during the
year. The Audit Committee reviews the internal audit findings, provides
guidance on internal controls and ensures that the internal audit
recommendations are implemented.

22. Particulars of Loans, Guarantees and Investments

Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or guarantee
or security proposed to be utilized by the recipient are provided in the
Financial Statements for the year under review.

23. Related Party Transactions

Details of transactions with related parties during financial year 2023-24
are provided in the notes to the financial statements. There were no
transaction requiring disclosure under section 134(3)(h) of the Act.

The Policy on materiality of related party transactions and dealing with
related dealing with related party transactions as approved by the Board is
available on the website of the Company i.e. www.omansh.co.in

24. Significant and Material Orders Passed by The Regulators / Courts
/Tribunals

During the year under review, The Corporate Insolvency Resolution
Process (CIRP) was initiated by the Hon''ble NCLT, New Delhi Bench vide
its order dated 31st January, 2023 against the Company and the Hon''ble
NCLT, New Delhi Bench vide its order dated 29th February, 2024 was
pleased to sanction the resolution plan (hereinafter referred to as the
Approved Plan).

Pursuant to Clause 11.4 of Resolution Plan approved by the Hon''ble NCLT,
New Delhi Bench vide its order dated 29th February 2024, all
penalties/fines imposed on the Company prior to the Plan Effective Date
i.e. 29th February 2024 (Date of passing of order by the Hon''ble NCLT,
New Delhi Bench) shall stand waived off.

25. Extract of Annual Return

The detailed Annual return is available on the website of the company i.e
www.omansh.co.in

26. Auditors and Audit Report

M/s MKRJ & Co., Chartered Accountants, was appointed as Statutory
Auditor of the Company from the conclusion of the 48^th Annual General
Meeting till the conclusion of AGM to be held for financial year ending 31^st
March 2026.

The Auditors'' Report does not contain any qualification, reservation or
adverse remark.

Further the report of auditor does not contain any remarks under Section
143 of the Companies Act, 2013

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

Conservation of Energy:

(I) The steps taken or impact on conservation of energy	Every possible step is being taken to conserve the resources of energy by the company.
(ii) the steps taken by the company for utilizing alternate sources of energy	In the current fiscal year the company has not used any other alternate source of energy.
(iii) Capital investment on energy conservation equipment	NIL

Technology Absorption: -

(i)	The efforts made towards technology absorption	NIL
(ii)	The benefits derived like product improvement, cost reduction, product develop mentor import substitution	NIL
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NA
	(a) the details of technology imported	NA
	(b) the year of import;	NA
	(c) whether the technology been fully absorbed	NA
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NA
(iv)	the expenditure incurred on Research andDevelopment	NIL

Foreign Exchange Earnings and Outgo

There were no foreign exchange earnings or foreign exchange outflow
during the year.

28. Secretarial Auditor & Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013, the Company has
appointed M/s Shailendra Roy & Associates, Practicing Company
Secretaries as the Secretarial Auditor of the Company for the financial year
2023-24. The Secretarial Audit Report given by M/s Shailendra Roy &
Associates, Practicing Company Secretary is provided under
“Annexure-N” to this Report.

The comments made by the Secretarial Auditor are self- explanatory and
do not require and further comments.

29. Establishment of Vigil Mechanism

The Vigil Mechanism Policy of the Company is formulated in terms of
Section 177 (9) of the Companies Act, 2013 read with the provisions of the
Listing Agreement with the Stock Exchange(s) and thereby also
incorporates Whistle Blower Policy. That as per the said policy protected
disclosures can be made by the whistle blower to the dedicated e-mail /
telephone line/ letter to Chairman of Audit Committee.

30. Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at Workplace

Your Company has zero tolerance policy in case of sexual harassment at
workplace and is committed to provide a healthy environment to each and
every employee of the company. The Company has in place “Policy for
Prevention and Redressal of Sexual Harassment” in line with the
requirements of sexual harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (hereinafter referred to as ''the said
Act'') and Rules made there under. As per the provisions of Section 4 of the
said Act, the Board of Directors has constituted the Internal Complaints
Committee (ICC) at the Registered Office, Works to deal with the
Complaints received by the company pertaining to gender discrimination
and sexual harassment at workplace.

Further, as per the provisions of Section 21 and 22 of the aid Act, the
Report in details of the number of cases filed under Sexual Harassment
and their disposal for the financial year under review, is as under:

Sr. No.	No. of cases pending as on the beginning of the financialyear under review	No. of complaints filed during the financial yearunder review	No. of cases pending as on the end of the financial year under review
1.	NIL	NIL	NIL

31. HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important
assets. Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation and job
enlargement.

32. COMPLIANCE WITH THE SECRETARIAL STANDARDS

The company has duly complied with the applicable Secretarial Standards
during the financial year 2023-24.

33. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED

UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

The Corporate Insolvency Resolution Process (CIRP) was initiated by the
Hon''ble NCLT, New Delhi Bench vide its order dated 31st January, 2023
and the Hon''ble NCLT, New Delhi Bench vide its order dated 29th
February, 2024 was pleased to sanction the resolution plan (hereinafter
referred to as the Approved Plan) submitted by Raconteur Granite Limited.

35. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management''s Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34(2) (e) of the Listing Regulations
is given as an “ANNEXURE -Ill'' to this report.

36. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the
assistance and corporation 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 Company''s
executives, staff and workers.

For and on Behalf of Board of Director
For Omansh Enterprises Limited

Sd/- Sd/-

Babulal Bhawarlal Kharwad Rajiv Vashisht

Whole-time Director Director

DIN: 08005282 DIN: 02985977

Date: 5^th September, 2024
Place: New Delhi

---

Mar 31, 2015

The Members of

M/s Omansh Enterprises Limited

The Directors have pleasure in presenting the 41st Director''s Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2015.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS

(a) (Amount in Rs)

Particulars Current year Previous Year

Sales 2,09,24,792.00 9,80,48,987.00

Other Income 14,05,952.00 9,68,419.00

Total Income 2,23,30,744.00 9,90,17,406.00

Depreciation 3,58,541.00 3,73,350.00

Tax

Current Tax 87,228.00 1,05,521.00

Deferred Tax (7,926.00) 0.00

Profit/(Loss) after Tax 2,43,611.43 1,92,598.00

Earnings per share (Rs)

Basic 0.01 0.05

Diluted 0.01 0.05

(b) D uring the year, your Company recorded Total Revenue of Rs. 2,23,30,744.00/- (previous yearRs. 9,90,17,406.00/-). The Company recorded a Net Profit of Rs. 2,43,611.43/- during the financial year ended 31st March, 2015 as compared to a Net Profit of Rs.1,92,598.00/- in the previous year.

(c) Transfer to Reserves in Terms of Section 134 (3) (j) of the Companies Act, 2013 No amount was transferred to reserves during the financial year ended 31st March, 2015.

(d) Dividend

Your Directors do not recommend any dividend for the year ended 31st March, 2015.

(e) Highlights of the Year

During the year, the Company has conducted the Postal Ballot for the following purposes:

- Alteration of Part A of clause III of the Memorandum of Association of the Company.

- Sub-division of 1 (One) Equity Share of the face value ofRs. 10/- each (fully paid-up) into 5 (Five) Equity Shares of face value ofRs.2/ - each (fully paid-up).

- Alteration of Capital Clause of Memorandum of Association of the Company.

The abovementioned were carried out after necessary approval was obtained from members by way of postal ballot, results of which were declared on 15th December 2014

(f) Material Changes And Commitments

There are no material changes from the end of Financial Year till the date of this report

2. PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of Chapter V of the Companies Act, 2013.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Changes in Directors and Key Managerial Personnel during the year

Ms. Pooja Bhatia (DIN: 00188770) was appointed as the Additional

Director in accordance with the provisions of section 161(1) of the Companies Act, 2013 in the Board Meeting held on 21st March 2015, your Board recommend her appointment as the Director in the ensuing AGM.

Further the Board appointed Mr. Divesh Kumar Bajaj, Non-Executive Independent Director (DIN: 01118288) as the Chairman of the Company with effect from 21st March 2015.

Further, the Board appointed Mr. Nitin Gupta, Company Secretary as the Chief Financial Officer of the Company with effect from 21st March 2015.

(b) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Gaurav Mutreja (DIN: 00708580) will retire by rotation at the ensuing Annual General Meeting (''AGM'') of the Company and, being eligible, offers himself for re-appointment. Your Board has recommended his re- appointment.

(c) Declaration of Independence by the Independent Directors

The Independent Directors of your Company have confirmed that they meet with the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Framework for Familiarization Programme for the Independent Directors is made available on the website of the Company http:// www. omanshenterprises. com/wp-content/uploads/2015/05/omansh -enterprises-limited framework-independent-directors. pdf

(d) Attributes, qualifications and appointment of Directors

The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent applicable, in respect of Non-Independent Directors.

All the Non-Executive Directors of the Company, fulfil the fit and proper criteria for appointment as Directors. Further, all Directors of the Company, other than Independent Directors, are liable to

retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

(e) Remuneration Policy

The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company, a copy of which is enclosed as Annexure: I to this Report.

(f) Board Evaluation

The Board carried out annual performance evaluation of its own performance and that of the individual Directors as also functioning of the Board Committees, as required in terms of Section 134(3)(p) of the Act. The performance evaluation of the Board and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process.

4. NUMBER OF BOARD MEETINGS

During the year ended 31st March, 2015, 8 (Eight) meetings of the Board were held. The Details of which are given below:

Date of Board Meeting Total No. of Directors No. of Directors attending the Board Meeting

29th May, 2014 4 4

11th July, 2014 4 4

14th August, 2014 4 4

7th November, 2014 4 4

15th December, 2014 4 4

5th January, 2015 4 4

6th February, 2015 4 4

21st March, 2015 5 5

5. BOARD COMMITTEES

Presently, the Company has three Board Committees with the following members:

Audit Committee

Mr. Vidya Sagar Bhatia, Chairman

Mr. Divesh Kumar Bajaj, Member

Mr. Gaurav Mutreja, Member

Nomination and Remuneration Committee

Mr. Vidya Sagar Bhatia, Chairman

Mr. Divesh Kumar Bajaj, Member

Mr. Gaurav Mutreja, Member

Shareholders/ Investor''s Grievance Committee

Mr. Gaurav Mutreja, Chairman

Mr. Vidya Sagar Bhatia, Member

Mr. Divesh Kumar Bajaj, Member

6. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Directors confirm

having: -

i) followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any;

ii) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) prepared the Annual Accounts on a going concern basis; and

v) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

vi) having laid down the internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate or joint venture.

8. LISTING INFORMATION

The Equity Shares of the Company are listed at Bombay Stock Exchange. The equity shares of the Company were also listed at Delhi Stock Exchange and the Uttar Pradesh Stock Exchange, however both the Stock Exchanges have been Derecognized by SEBI hence non operational.

The payment of Listing fees for year 2015-16 has been made to Bombay Stock Exchange.

9. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the Company is INE378P01028.

10. REPORT ON CORPORATE GOVERNANCE

In terms of SEBI Circular No. CIR/CFD/POLICY/CELL/7/2014 dated 15th September 2014 the provision of Clause 49 of the Listing agreement are applicable to all listed entities having a paid up share capital ofRs. 10 croresand above or net worth ofRs. 25 crores or more.

Since the paid up capital of the Company is belowRs. 10 crores and also the net worth of the Company is below Rs.25 Crores, the provisions of clause 49 of the Listing Agreement are not applicable to the Company. Thus, the Company is not required to attach the Corporate Governance report with the Report of the Board of Directors.

11. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company provides a gender friendly workplace, during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

None of the employees of your Company is covered under the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12. RISK MANAGEMENT

The Board has approved the Risk Management Policy of the Company. The Company''s risk management framework is designed to address risks intrinsic to operations, financials and compliances arising out of the overall strategy of the Company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achive it objectives. The responsibility for management of risks vests with the Managers/ officers responsible for the day-to-day conduct of the affairs of the Company. Risk focused audits are carried out periodically by the Internal Auditors, which lead to identification of areas where risk management processes need to be strengthened. Annual update is provided to the Board on the effectiveness of the Company''s risk management systems and policies.

13. INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT

The Company has adequate internal financial controls with respect to the financial statements, commensurate with the size and scale of the operations of the Company. During the year such controls were tested and no reportable material weakness in operation has been observed. Internal audit of the Company has been carried out during the year. The Audit Committee reviews the internal audit findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statements in Note No. 10 & 14.

15. RELATED PARTY TRANSACTIONS

During the year ended on 31st March 2015 the Company has not entered into any contract/ arrangement/ transaction with related parties which

could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related dealing with related party transactions as approved by the Board is available on the website of the Company at weblink http:// www.omanshenterprises.com/wp-content/uploads/2015/08/Policy-on- materiality-of-Related-Party-Transactions-and-on-dealing-with-Related- Partv-T ransactions.pdf

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the year under review, no significant or material orders were passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

17. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are provided under Annexure: II to this Report.

18. AUDITORS AND AUDIT REPORT

The Company''s Auditors, M/s Satyendra Mrinal & Associates, Chartered Accountants, were appointed at the 40th AGM to hold such office till the conclusion of the 43rd AGM. Your Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee, has recommended for the ratification of the Members the appointment of M/s Satyendra Mrinal & Associates, Chartered Accountants as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company to be held in the year 2016. The Board, in terms of Section 142 of the Act, on the recommendation of the Audit Committee, has also recommended for the approval of the Members for the appointment of M/s Satyendra Mrinal & Associates for the financial year 2015-16.

The comments made by the Auditors'' in their Report are self explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

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

CONSERVATION OF ENERGY:

Steps taken on conservation of energy and impact thereof: Efforts to conserve electricity by operating only necessary lights, fittings and fixtures were made during the financial year 2014-15.

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

Capital investment on energy conservation equipment: NIL. TECHNOLOGY ABSORPTION:

(I) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc : NIL

(II) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

a) Details of technology imported - NIL

b) Year of import - NIL

c) Whether the technology been fully absorbed - NIL

d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore - NIL

(III) Expenditure incurred on research and development - NIL FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings or foreign exchange outflow during the year.

20. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Company has appointed Ms. Anju Yadav, Practicing Company Secretary as the Secretarial Auditor of the Company for the financial year 2014-15. The

Secretarial Audit Report given by Ms. Anju Yadav, Practicing Company Secretary is provided under Annexure: III to this Report.

The comments made by the Secretarial Auditor are self explanatory and do not require and further comments. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

21. ESTABLISHMENT OF VIGIL MACHENISM

The Vigil Mechanism Policy of the Company is formulated in terms of section 177 (9) of the Companies Act, 2013 read with the provisions of the Listing Agreement with the Stock Exchange(s) and thereby also incorporates Whistle Blower Policy. That as per the said policy protected disclosures can be made by the whistle blower to the dedicated e-mail / telephone line/ letter to Chairman of Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the website of the Company at web-link http://www.omanshenterprises.com/wp-content/uploads/2015/08/Vigil- Mechanism-and-Whistle-Blower-Policy.pdf

22. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and corporation 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 Company''s executives, staff and workers.

For & on behalf of Board of Directors For Omansh Enterprises Limited

Sd/- Divesh Kumar Bajaj Chairman DIN :01118288

Regd. Off.: Shop No. 37, Date: 07/08/2015 QD Block, DDA Market, Place: New Delhi Pitampura, New Delhi - 110034

---

Mar 31, 2014

Dear Members,

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

Financial Highlights (Amounting)

Particulars Financial Year ended 31.03.2014 31.03.2013

Total Income 9,90,17,406.00 9,43,312.00

Total Expenditure 9,87,19,287.00 9,09,337.00

Profit/ (Loss) before tax 2,98,119.00 33,975.00

Less: Current Tax 1,05,521.00 10,500.00

Profit/ (Loss) after tax 1,92,598.00 23,475.00

Paid-up Share Capital 3,55,00,000.00 54,50,500.00

Reserves and Surplus 8,55,250.00 6,62,652.00

Year in Retrospect

During the year under review total income of the Company was Rs. 9,90,17,406.00/-as against Rs. 9,43,312.00/- in the previous year. The Company was able to earn a marginal profit for the year of Rs. 1,92,598.00/- against a profit of Rs. 23,475.00/- in the previous year. Your Directors are putting in their best efforts to further improve the performance of the Company.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31st March, 2014 and the date of this Report.

Dividend

Your Directors do not propose to declare dividend for the financial year ended 31st March, 2014 as they wish to conserve the resources of the Company.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of Section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this Report.

Directors

During the period Mr. Radhey Shayam was appointed as the Whole Time Director of the Company for a period of 3 years w.e.f 14th February 2014, further the Board recommended his appointment to be confirmed by the members of the Company in the ensuing AGM.

Mr. Vidya Sagar Bhatia and Mr. Divesh Kumar Bajaj were appointed as the Additional Directors in accordance with the provisions of section 161(1) of the Companies Act, 2013 in the Board Meeting held on 14th February 2014 and 25th February 2014 respectively.

In accordance with the requirements of the Act and the Articles of Association of the Company, Mr. Radhey Shayam retires by rotation and is eligible for re- appointment.

During the period, Mr. Nitin Gupta, Director of the Company has resigned from the directorship of the Company on 25th February 2014 and thereafter Mr. Nitin Gupta was appointed as the Company Secretary and Compliance Officer of the Company w.e.f 25th February 2014.

Auditors

M/s Satyendra Mrinal & Associates, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139(2) of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s Satyendra Mrinal & Associates, as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the forty-third AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

Auditors'' Report

The observation of auditors in their report, read with relevant notes to accounts are self - explanatory and do not require any further clarification.

Listing Information

The Equity shares of the Company are listed at Delhi Stock Exchange and Uttar Pradesh Stock Exchange.

The Company is in process of getting its entire share capital listed on Bombay Stock Exchange.

Subsidiary Companies

The Company has no subsidiaries as on 31st March 2014.

Corporate Governance

The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. Secretarial Compliances, reporting, intimations etc. under the Companies Act, 1956, listing agreement(s) and other applicable laws, rules and regulations are noted in the Board/ Committee Meetings from time to time.

To comply with the conditions of Corporate Governance, pursuant to Clause - 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance along with the Auditors'' Certificate are included in the Annual Report as Annexure - I.

Management, Discussion & Analysis Report

Management, Discussion & Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming a part of the Annual Report.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956 and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Omansh Enterprises Limited

(Formerly known as Ravi Aircools Limited) Sd/- Sd/-

Radhey Shayam Gaurav Mutreja Whole Time Director Director DIN: 01992580 DIN:00708580 Regd.Off.:Shop No.37, Regd.Off.:Shop No.37, QD Block, DDA Market, QD Block, DDA Market, Date: 29.05.2014 Pitampura, Pitampura, Place: New Delhi New Delhi - 110034 New Delhi - 110034

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 39th Annual Report on the business and operations of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

Financial Highlights

(Amount in Rs.)

Particulars Financial Year ended

31.03.2013 31.03.2012

Total Revenue 298,035.00 244,305.00

Total Expenses 264,060.00 209,620.00

Profit / (Loss) 33,975.00 34,685.00

Less: - Provision for Taxation 10,500.00 10,717.00

Profit/ (Loss) after Taxation 23,475.00 23,968.00

Paid up Share Capital 5,450,500.00 5,450,500.00

Reserves 662,652.00 639,177.00

Year in Retrospect

During the year under review, the Company was able to earn the marginal profits during the year. Your Directors are putting in their best efforts to further improve the performance of the Company.

Material Changes

The partly paid shares were made fully paid accordingly the paid up equity share capital of the Company had increased from Rs. 5,450,500/- to Rs. 5,500,000/- after the financial year ended 31st March 2013.

As you are aware, that the Company had already obtained your approval for making allotment of 30,00,000 equity shares on preferential basis to promoters and non promoters. The allotment of the aforesaid shares is still for want of in- principle approval from the Stock Exchanges.

Other than the aforesaid there are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company and the date of this Report.

Dividend

In view of marginal profits earned by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Gaurav Mutreja, retire by rotation and being eligible offer himself for re-appointment.

Your directors recommend his re-appointment.

Auditors

M/s Satyendra Mrinal & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them.

Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self- explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s Gupta Manish & Associates, Company Secretaries. The Compliance Certificate is annexed herewith and forms part of this Report. Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Listing Information

The Shares of the Company are listed at Uttar Pradesh Stock Exchange (UPSE) & Delhi Stock Exchange (DSE). There has been no trading at UPSE & DSE for last few years. The Listing fees for the financial year 2012- 2013 is paid to both the Stock Exchanges.

Dematerialization of Shares

The Company has made application to both the depositories for admission of equity shares in demat form. The securities of the Company are admitted with NSDL, the ISIN allotted by the NSDL to the Company is INE378P01010. However, the application for admission of equity shares of the Company in Demat Form with CDSL is still pending.

Report on Corporate Governance

In terms of SEBI Circular No. SEBI/MRD/SE/31/2003/26/08 dated August 26, 2003 the provision of Clause 49 of the Listing agreement are applicable to all listed entities having a paid up share capital of Rs 3 crores and above or net worth of Rs 25 crores or more at any time in the history of the company.

Since the paid up capital of the Company is below Rs. 3 crores and also the net worth of the Company is below Rs. 25 Crores, the provisions of clause 49 of the Listing Agreement are not applicable to the Company. Thus, the Company is not required to attach the Corporate Governance report with the Report of the Board of Directors.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors had prepared the Annual Accounts on a going concern basis

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

By the order of the Board For Ravi Aircools Limited

Date: 26/08/2013 Radhey Shayam Gaurav Mutreja Place: New Delhi Director Director DIN: 01992580 DIN:00708580

---

Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the 38th Annual Report on the business and operations of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

Financial Highlights

(Amount in Rs.)

Particulars Financial Year ended 31.03.2012 31.03.2011

Total Revenue 244305 1810367

Total Expenses 209620 1792893

Profit / (Loss) 34685 17474

Less: - Provision for Taxation 10718 5399

Profit/ (Loss) after Taxation 23968 12074

Paid up Share Capital 5450500 5450500

Reserves 639177 615209

Year in Retrospect

During the year under review, the Company was able to earn the marginal profits during the year. Your Directors are putting in their best efforts to further improve the performance of the Company.

Material Changes

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company- 31st March, 2012 and the date of this Report.

Dividend

In view of marginal profits earned by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting, Mr. Radhey Shayam, Mr. Gaurav Mutreja and Mr. Nitin Gupta were appointed as an additional directors. In terms of the provisions of the Companies Act, 1956, they hold office until the date of the ensuing Annual General Meeting. Their appointment as ordinary Directors of the Company is placed before the Members for consideration. The Board recommends the resolution(s) for adoption by the members.

After the last Annual General Meeting, Mr. Vinay Kumar Bansal, Mr. Manish Bansal, Mr. Ramesh Chandra Agrawal and Mr. Puneet Khanna resigned from the Board. The Board takes this opportunity to place its gratitude for services rendered by them.

Mr. Radhey Shayam retires by rotation and being eligible, offers himself for re-appointment. Your directors recommend his re-appointment.

Auditors

M/s Satyendra Mrinal & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re- appointment has been obtained from them.

Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s Gupta Manish & Associates, Company Secretaries. The Compliance Certificate is annexed herewith and forms part of this Report. Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Listing Information

The Shares of the Company are listed at Uttar Pradesh Stock Exchange (UPSE) & Delhi Stock Exchange (DSE). There has been no trading at UPSE & DSE for last few years. The Listing fees for the financial year 2011- 2012 is still unpaid.

Dematerialization of Shares

The Shares of the Company are not held in Dematerialized form.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

By the order of the Board For Ravi Aircools Limited

Sd/- Sd/- Radhey Shayam Nitin Gupta Date : 18-07-2012 Director Director Place: New Delhi DIN:01992580 DIN:02509675

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 37th Annual Report on the business and operations of your Company together with the Audited Annual Accounts for the financial year ended 31st March 2011.

Financial Highlights (Amount in Rs.)

Particulars Financial year ended 31-03-2011 31-03-2010

Profit/Loss before 17,473.00 13,3926.69 Depreciation & Taxation

Less : Depreciation (0.00) (68,710.00)

Profit/(Loss) after Depreciation 17,473.92 65,216.69

Less : Provision for Taxation (0.00) (29,309.00)

Less: Deferred Tax Liability (0.00) (0.00)

Add: Deferred Tax Assets 0.00 0.00

Less: Provision for FBT (0.00) (0.00)

Profit/(Loss) after Taxation 17,473.92 35,907.69

Profit/(Loss) brought forward (25,03,738.75) (25,39,646.44)

Profit/(Loss) carried to (24,86,264.83) (25,03,738.75) balance sheet

Year in Retrospect

During the year under review, the Company was not able to earn a marginal profit. Your Directors are putting in their best efforts to further improve the performance of the Company.

Material Changes

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2011 and the date of this Report.

Dividend

In view of losses earned by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting Mr. Vinay Kumar Bansal & Mr. Manish Bansal were appointed as Directors of the Company in the Extra Ordinary General Meeting held on 21st day of January 2011.

Mr. Ramesh Chandra Agrawal, Director of the Company liable to retire by rotation and being eligible, offer himself for re-appointment. Your Directors recommend his re-appointment.

Auditors

M/s BKG & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them.

Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s Gautam Goyal & Associates, Company Secretaries, New Delhi. The Compliance Certificate is annexed herewith and forms part of this Report. Comments made in the Compliance Certificate are self- explanatory and do not require any further clarification.

Listing Information

The Shares of the Company are listed at Uttar Pradesh Stock Exchange (UPSE) & Delhi Stock Exchange( DSE). There has been no trading at UPSE & DSE for last few years. The Listing fees for the financial year 2010- 2011 is still unpaid.

Dematerialization of Shares

The Shares of the Company are not held in Dematerialized form. Directors'' Responsibility Statement In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the loss of the Company for the year ended on that date;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

By the order of the Board For Ravi Aircools Limited

Sd/- Sd/- Date : 1st September 2011 Ramesh Chandra Manish Bansal Place: Varanasi Agarwal Director Director DIN:02809548 DIN: 01567905