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)

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:

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:

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:

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

NRC COMMITTEE

SRr rniuiMiTTFF

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:

Technology Absorption: -

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:

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