Your Directors have pleasure in presenting their 08^th Annual Report for the Financial Year ended on
March 31, 2024 (year under review) for your perusal, consideration and adoption.

1. Financial Highlights and State of Company's Affairs

(Amount in K)

2. State of Company's Affairs

During the year under review, the net revenue of your Company is Rs 33,60,21,222/-. The Profit
for the year under review is Rs. 15,66,362/-.

3. Dividend

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

4. Transfer to Reserves

As permitted under the Act, the Board does not propose to transfer any amount to general
reserve and has decided to retain the entire amount of profit for FY 2023-24 in the profit & loss
account

5. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read
with Schedule V of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations") forms part of this Annual
Report. Certain Statements in the said report may be forward-looking. Many factors may affect
the actual results, which could be different from what the Directors envisage in terms of the
future

performance and outlook. The Management Discussion and Analysis Report is annexed as
Annexure - A.

6. Material Changes and Commitments and Change in Nature of Business

There have been no material changes and commitments affecting the Financial Position of the
Company since the closure of the Financial Year i.e. since March 31, 2024 till the date of Board's
Report.

Further, it is hereby confirmed that there has been no change in the nature of business of the
Company.

7. Annual Return

A copy of the draft Annual Return as required under Section 92(3) and Section 134(3)(a) of the
Act has been placed on the Company's website. The web-link as required under the Act is
www.omnipotent.co.in.

8. Meetings of the Board of Directors

The Board met for Six (06) times during the Financial Year ended March 31, 2024. The
intervening gap between the two Meetings was within the time limit prescribed under Section
173 of the Companies Act, 2013 ("the Act") and the rules made there under.

9. Directors' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the Act, the Board of Directors, to the best
of its knowledge and ability confirms that:

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

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

iii. they have taken proper and sufficient care for 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;

iv. they have prepared the Annual accounts on a going concern basis;

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

vi. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

10. Auditors
Statutory Auditors

M/s. A R P A N & Associates LLP., Chartered Accountants having Firm Registration No.
129725W/W100686 be and are re-appointed as the Statutory Auditors of the Company to hold
office for a term of Three (3) years from the conclusion this Annual General Meeting till the
conclusion of Annual General Meeting for the Financial Year 2024-25.

Secretarial Auditors

The Board of Directors has re-appointed Mr. Devesh R. Desai, Practicing Company Secretary, to
conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report of Mr. Devesh R. Desai, Practicing Company Secretary for the
Financial Year 2023-24, is annexed herewith as Annexure B.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

11. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers
made by the Auditors in their Report

The Independent Auditors have given the following remarks in their report dated May 30, 2024:

During the year, Promoter/director have diluted shareholding namely Mr. Prince Shah of
6,02,000 shares and Mr. Punit K Popat of 4,10,000 shares sold in open market. Promoter holding
as on 31.03.2024 of Mr. Prince P. Shah 11.83% (7,15,500 shares), Punit K. Popat 20.04 %
(12,12,500 shares)

The Board of Directors made the following comments on the above remarks of the Auditors:

The Company has reasonably responded to all queries and questions raised by the GST
Department time and now. Further, the Company has resumed operational activities after the
end of the Financial Year and is also in process of hiring new qualified and capable staff
members.

Except for the above mentioned points, there are no reservations, qualifications or adverse
remarks in the Independent Auditors' Report. The notes forming part of the accounts are self¬
explanatory and do not call for any further clarifications under Section 134(3)(f) of the
Companies Act, 2013 ("the Act").

12. Reporting of Fraud by Auditors

There are no offences involving fraud committed against the Company by officers or employees
of the Company, pursuant to Section 143(12) of Companies Act, 2013 ('the Act') reported by
auditors to the Central Government.

13. Loans, Guarantees and Investments

The details regarding the Loans and guarantees are provided under the Notes to the Financial
Statements. Further, the Company has not made any investments during the review period. The
Company has complied with the provisions of Section 186 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014.

14. Related Party Transactions

Related party transactions that were entered into during the financial year were on arm's length
basis and were in ordinary course of business. There are no materially significant related party
transactions entered by the Company which may have potential conflict with the interest of the
Company.

There are no material related party transactions which are not in ordinary course of business or
which are not on arm's length basis and hence there is no information to be provided as
required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014.

15. Conservation of Energy, Technology Absorption and Foreign Exchange Outgo [Section
134(3)(M)]:

A. Conservation of Energy

B. Technology absorption

C. Foreign exchange earnings and Outgo (in K)

16. Risk Management Policy

The provisions of Regulation 21 of the Listing Regulations pertaining to Risk Management
Committee are not applicable to the Company, however, the Company has in place a mechanism
to inform the Board about the risk assessment and minimization procedures to review key
elements of risks viz. Regulatory and Legal, Competition and Financial etc. and measures taken
to ensure that risk is controlled by means of a properly defined framework.

17. Directors

During the Mrs. Sampada Shah (DIN: 09288906) appointed for the post of Director w.e.f. July 01,
2023.

In accordance with the provisions of Section 152 and other applicable provisions, if any of the
Act and the Articles of Association of the Company, Mr. Prince Shah (DIN: 06680837) will retire
by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for
re-appointment

18. Key Managerial Personnel

Mr. Davailkumar Chauhan was appointed as Company Secretary and Compliance Officer w.e.f.
March 09, 2024 and resigned from the post of Company Secretary and Compliance Officer w.e.f.

May 01, 2024. The Company has appointed Ms. Harsh Jagrani Minj w.e.f. May 30, 2024 as
Company Secretary and Compliance Officer of the Company.

19. Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed herewith as Annexure C.

A statement showing the names and particulars of the employees falling within the purview of
Rule 5(2) of the aforesaid rules are provided in the Annual Report. The Annual Report is being
sent to the members of the Company excluding the aforesaid information. The said information
is available for inspection at the Registered Office of the Company during working hours and the
same will be furnished on request in writing to the members.

20. Compliance with the Applicable Secretarial Standards

The Company has generally complied with all the Secretarial Standards as applicable to the
Company.

21. Deposits

The Company has Rs. 23 Lacs accepted as deposits under Section 73 of the Companies Act, 2013
("the Act") and rules made thereunder and no amount on account of repayment of deposits or
interest thereon was due during the year under review.

22. Share Capital

The Authorized Share Capital (ASC) of the Company during the year under review was Equity
Shares of Rs. 10/- each to Rs. 7,50,00,000/- (Rupees Seven Crore Fifty Lakh Only) divided into
75,00,000 (Seventy Five Lakh) Equity Shares of Rs. 10/- each and Paid up Share Capital (PSC) of
the Company during the year under review was Equity Shares of Rs.10/- each to Rs. 6,05,00,000
/- (Rupees Six Crore Five Lakh Only) divided into 60,50,000 (Sixty Lakh Fifty Thousand Only)
Equity Shares of Rs. 10/- each.

23. Listing of Securities

The Equity Shares of the Company were listed on BSE Limited (SME Platform) on November 29,
2021 with Security ID: 543400. The Company confirms that the Annual Listing Fees to the Stock
Exchange for the Financial Year 2023-24 have been paid.

24. Maintenance of Cost Records

Maintenance of cost records as specified by the Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013, is not required to be maintained by the Company.

25. Internal Financial Controls and their adequacy

The Company has an adequate internal control system, commensurate with the size, scale and
complexity of its operation.

26. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary or Associate Company and has not entered into any
Joint Venture Agreement during the year under review.

27. Declaration of Independent Directors

The Company has received declarations / confirmations from all the Independent Directors of
the Company as required under Section 149(7) of the Companies Act, 2013 read with Rule 6 of
the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 25(8)
stating that they meet criteria of Independence as defined under Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations.

28. Performance Evaluation

Pursuant to the provisions of the Act, SEBI Listing Regulations, 2015 and Nomination and
Remuneration Policy of the Company, the Nomination and Remuneration Committee ("NRC")
and the Board has carried out the annual performance evaluation of the Board, its Committees
and individual Directors by way of individual and collective feedback from Directors. The
Independent Directors have also carried out annual performance evaluation of the Chairperson,
the non-independent directors and the Board as a whole. Structured questionnaires covering the
evaluation criteria laid down by the NRC, prepared after taking into consideration inputs
received from Directors, were used for carrying out the evaluation process.

The Directors expressed their satisfaction with the evaluation process.

29. Audit Committee

The Audit Committee consists of two Independent Directors and one Non-Executive Non¬
Independent Director as on March 31, 2024, with Mr. Vikas Jain as the Chairperson and Ms. R.
Suby and Mrs. Sampada Shah as Members.

The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors, Key
Audit Matters presented by the Statutory Auditors and compliance of various regulations. The
Committee also reviews the financial statements before they are placed before the Board.

30. Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Act a Vigil Mechanism for directors,
employees and other stakeholders to report genuine concerns has been established. The same is
uploaded on the website of the Company and the web-link as required under SEBI Listing
Regulations, 2015 is as under: www.omnipotent.co.in.

31. Corporate Social Responsibility

The Company is not falling under the criteria mentioned in Section 135(1) of the Companies Act,
2013. Therefore, the Company is not required to develop or implement policy on any Corporate
Social Responsibility initiatives.

32. Policy on Nomination and Remuneration

In compliance with the requirements of Section 178 of the Companies Act, 2013, the
Company has laid down a Nomination and Remuneration Policy which has been uploaded
on the Company's website. The web-link as required under the Companies Act, 2013 is:
www.omnipotent.co.in.

The salient features of the Nomination and Remuneration Policy are as under:

1) Setting out the objectives of the Policy

2) Definitions for the purposes of the Policy

3) Appointment, resignation, retirement and removal of Director, KMP and Senior
Management Personnel

4) Remuneration for the Whole Time Directors, KMP and Senior Management
Personnel.

33. Dividend Distribution Policy

The Company is not falling under the criteria mentioned in Regulation 43A of the Listing
Regulations pertaining to Dividend Distribution Policy. Therefore, the Company is not
required to formulate Dividend Distribution Policy.

34. Corporate Governance

Pursuant to Regulation 15(2) of the Listing Regulations, the compliance with the Corporate
Governance provisions as specified in Regulations 17 to 27, 46(2)(b) to (i) and (t) and Para C,
D and E of Schedule V of the Listing Regulations are not applicable to the Company as the
Company has listed its securities on SME Exchange.

35. Disclosure as required under Section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("the Act")

The Company has made a policy on Prevention of Sexual Harassment at workplace in line
with the statutory requirements. An Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment at workplace. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. During the year
under review, no complaints were received by the Company related to sexual harassment.

36. Details of Application made or any Proceeding pending under the Insolvency and
Bankruptcy Code, 2016

During the year under review, no application has been made under the Insolvency and
Bankruptcy Code, 2016 by the Company.

37. Details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions

During the year under review, no valuation has been done either at the time of one-time
settlement, if any, with Banks / Financial Institutions or while taking loans from the Banks or
Financial Institutions, if any. Accordingly, no details are required to be disclosed.

38. Significant and Material Orders Passed by the Court or Regulators or Tribunals Impacting
the going Concern Status and Company's Operations in Future

There are no orders passed by the courts or regulators or tribunals impacting the going
concern status and the Company's operations in future.

39. Other Disclosures

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

b. In the opinion of the Board, the Independent Directors appointed/ re-appointed during
the year are persons of integrity and possess expertise, experience and proficiency.

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

d. The Company does not have any Holding / Subsidiary and hence the disclosure
pursuant to Section 197(14) is not applicable to the Company.

40. Acknowledgement

Your Directors place on record their deep appreciation to employees at all levels for their
hard work, dedication and commitment. The Board also places on record its appreciation for
the continued cooperation and support received by your Company during the year from
investors, bankers, financial institutions, customers, business partners, all regulatory and
government authorities and other stakeholders.

For and on behalf of the Board of Directors of
Omnipotent Industries Limited

[Formerly known as Omnipotent Industries Private Limited]

Place: Mumbai Sd/- Sd/-

Date: 20/08/2024 Mr. Prince Shah Mrs. Sampada Shah

Managing Director & CFO Director

DIN: 06680837 DIN: 09288906