Owais Metal and Mineral Processing Ltd

To,

The Members,

OWAIS METAL AND MINERAL PROCESSING LIMITED

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

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

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

SUMMARY OF FINANCIAL RESULTS

The total revenue of your company from operations stood at ?‚? 21,341.06 Lakhs for the financial year ended March 31, 2025 as against

?‚? 8,004.73 Lakhs for the previous financial year. The Profit before tax from operations is ?‚? 6,326.60 Lakhs for the current year as against ?‚? 2,066.78 Lakhs in previous financial year. After making provision for tax, the net profit of your company is ?‚? 4,701.91 Lakhs as against ?‚? 1,546.61 Lakhs in the previous financial year.

(?‚? in Lakhs)

PARTICULARS	2024 - 2025	2023 - 2024
Revenue from Operations	21,341.06	8,004.73
Other Income	108.64	38.46
Total Income	21,449.70	8,043.18
Profit before exceptional items and tax	6,326.60	2,066.78
Exceptional Items (Net \u2013 Gain / Loss)	353.73	-
Profit before tax	5,972.87	2,066.78
Less: Current Year	1,282.03	524.43
Earlier Year Tax	-	-
Deferred Tax	(11.08)	(4.26)
MAT Credit Entitlement	-	-
Profit / (Loss) after taxation	4,701.91	1,546.61
Earning per Equity Share	25.86	11.41

OVERVIEW AND PERFORMANCE OF THE COMPANY

OVERVIEW

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

Manganese Oxide (MNO)

MC Ferro Manganese

Manufacturing of Wood Charcoal

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

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

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

OUR PERFORMANCE

The total revenue of your company from operations stood at ?‚? 21,341.06 Lakhs for the financial year ended March 31, 2025 as against

?‚? 8,004.73 Lakhs for the previous financial year. The Profit before tax from operations is ?‚? 6,326.60 Lakhs for the current year as against ?‚? 2,066.78 Lakhs in previous financial year. After making provision for tax, the net profit of your company is ?‚? 4,701.91 Lakhs as against ?‚? 1,546.61 Lakhs in the previous financial year.

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

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

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

SHARE CAPITAL

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

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

ANNUAL RETURN

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

GENERAL RESERVE

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

DIVIDEND

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

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

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Board had formulated a Dividend Distribution Policy ('the Policy'). The Policy is available on the Company's website URL at:

CHANGES IN THE NATURE OF BUSINESS

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

UTILIZATION OF IPO FUND

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

DEPOSITS FROM PUBLIC

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

DIRECTORS AND KEY MANAGERIAL PERSONNELS

The changes in the Board of Directors and Key Managerial Personnel's of our Company in the financial year 2024 ?€“ 2025 are as follows:

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

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

BOARD EVALUATION

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

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

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

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

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

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

SEPARATE MEETING OF INDEPENDENT DIRECTOR

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

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

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

Contracts / Arrangements / Transactions which are at arm's length basis.

Any Material Contracts / Arrangements / Transactions.

Please refer Form AOC-2 Annexed as Annexure I to the Director's Report for details of the transactions entered with Related Parties.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

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

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

Conservation of Energy: Adequate measure has been taken for conservation of energy and efficient use of resources.

Company follows principles of "Green IT".

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

FOREIGN EXCHANGE EARNINGS AND OUT-GO

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

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

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

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

Capital investment on energy conservation equipment's: NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO:

NIL

DIRECTOR'S RESPONSIBILITY STATEMENT

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

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

That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

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

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

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

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

DISCLOSURES BY DIRECTORS:

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

DISQUALIFICATIONS OF DIRECTORS:

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

NAME OF THE COMPANIES WHICH ARE SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR

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

CORPORATE GOVERNANCE

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

Listed entity having paid up equity share capital not exceeding ?‚? 10.00 Crore and Net Worth not exceeding ?‚? 25.00 Crore, as

on the last day of the previous financial year;

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

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

BOARD OF DIRECTORS

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

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

^ Ms. Nishita Rajeshkumar Gandhi resigned from the Directorship of the Company w.e.f. November 15, 2024

^^ Ms. Parveen Qureshi was appointed as Additional Independent Director w.e.f. December 11, 2024 and regularised as Non- Executive (Independent Director) w.e.f. February 26, 2025

*In accordance with Regulation 26 of SEBI Listing Regulations, Memberships (M) / Chairmanships (C) of only Audit Committees

and Stakeholders' Relationship Committees in all public limited companies have been considered.

NAMES OF THE LISTED ENTITIES WHERE THE PERSON IS A DIRECTOR AND THE CATEGORY OF DIRECTORSHIP;

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

DIRECTORS' ATTENDANCE RECORD

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

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

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

^ Ms. Nishita Rajeshkumar Gandhi resigned from the Directorship of the Company w.e.f. November 15, 2024

^^ Ms. Parveen Qureshi was appointed as Additional Independent Director w.e.f. December 11, 2024 and regularised as Non- Executive (Independent Director) w.e.f. February 26, 2025

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS AND KEY MANAGERIAL PERSONNEL INTER-SE

NAME OF DIRECTOR	NAME OF DIRECTOR	RELATIONSHIP
Mr. Sayyad Akhtar Ali	Mr. Saiyyed Owais Ali	Father-Son
Mr. Sayyad Akhtar Ali	Mr. Saiyyed Murtuza Ali	Father-Son
Mr. Saiyyed Owais Ali	Mr. Saiyyed Murtuza Ali	Brothers
Mr. Saiyyed Owais Ali	Mrs. Saiyyed Neha Ali	Husband- Wife
Mr. Sayyad Akhtar Ali	Mrs. Saiyyed Neha Ali	Father-In-law- Daughter in Law
Mr. Saiyyed Murtuza Ali	Mrs. Saiyyed Neha Ali	Brother-In-law \u2013 Sister in Law

NUMBER OF SHARES AND CONVERTIBLE INSTRUMENTS HELD BY DIRECTORS AND KEY MANAGERIAL PERSONNEL

NAME OF DIRECTORS AND KEY MANAGERIAL PERSONNEL	NO. OF EQUITY SHARES HELD	% OF CAPITAL
Mr. Saiyyed Owais Ali	1,31,04,348	72.07
Mr. Saiyyed Murtuza Ali	1,70,000	0.93
Mr. Sayyad Akhtar Ali	170	Negligible
Mr. Vinod Bafna	Nil	Nil
Mr. Bharat Rathod	Nil	Nil
Ms. Nishita Rajeshkumar Gandhi^	Nil	Nil
Ms. Parveen Qureshi^^	Nil	Nil
Mrs. Saiyyed Neha Ali	170	Negligible
Ms. Vishakha Gujrati	Nil	Nil
Total	1,32,74,518	73.00

^ Ms. Nishita Rajeshkumar Gandhi resigned from the Directorship of the Company w.e.f. November 15, 2024

^^ Ms. Parveen Qureshi was appointed as Additional Independent Director w.e.f. December 11, 2024 and regularised as Non- Executive (Independent Director) w.e.f. February 26, 2025

SKILLS, EXPERTISE AND COMPETENCIES

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

EVALUATION OF THE BOARD'S PERFORMANCE

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

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

INDEPENDENT DIRECTORS:

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

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

The Company has adopted a Familiarization programme for Independent Directors which is uploaded on the Company's website at

the following link:

In the opinion of the Board, all the Independent Directors fulfill the conditions specifies in SEBI (LODR) Regulations, 2015 as amended and are independent of the Management. Certificate from Company Secretary in practice certifying that none of the Directors on the Board have been debarred or disqualified from being appointed or continuing as Director of the Company by SEBI

/ Ministry of Corporate Affairs or any other statutory authority is annexed to this report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on March 13, 2025, to review the performance of Non-Independent Directors (including the Chairman) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

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

DETAILED REASONS FOR THE RESIGNATION OF AN INDEPENDENT DIRECTOR WHO RESIGNS BEFORE THE EXPIRY OF HIS / HER TENURE ALONG WITH A CONFIRMATION BY SUCH DIRECTOR THAT THERE ARE NO OTHER MATERIAL REASONS OTHER THAN THOSE PROVIDED.

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

COMMITTEES OF THE BOARD

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

AUDIT COMMITTEE

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

TERMS OF REFERENCE

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

Develop an annual plan for Committee,

Review of financial reporting processes,

Review of risk management, internal control and governance processes,

Discussions on quarterly, half yearly and annual financial statements,

Interaction with statutory, internal auditors,

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

Risk management framework concerning the critical operations of the Company.

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

Matter included in the Director's Responsibility Statement;

Changes, if any, in the accounting policies;

Major accounting estimates and significant adjustments in financial statement;

Compliance with listing and other legal requirements concerning financial statements;

Disclosures in financial statement including related party transactions;

Qualification in draft audit report;

Scrutiny of inter-corporate loans & investments;

Management's Discussions and Analysis of Company's operations;

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

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

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

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

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

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

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

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Audit Committee consists of three Directors out of which two Independent Directors. All members of the Audit Committee are financially literate, and they have accounting or related financial management expertise.

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

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

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

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

^ Ms. Nishita Rajeshkumar Gandhi resigned from the Directorship of the Company w.e.f. November 15, 2024

^^ Ms. Parveen Qureshi was appointed as Additional Independent Director w.e.f. December 11, 2024 and regularised as Non- Executive (Independent Director) w.e.f. February 26, 2025

NOMINATION & REMUNERATION COMMITTEE

The Board of Directors of the Company has constituted a Nomination & Remuneration Committee, as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, with the object of Remuneration & Nomination committee is to recommend / review the remuneration of Managing Directors / Whole-time Directors. The remuneration policy of the Company is directed towards rewarding performance and attracting new talents

/ retaining them. While deciding the remuneration, the Committee considers the financial position of the Company, trend in the

Industry, Appointee's qualification, experience, past performance, past remuneration etc.

TERMS OF REFERENCE

The Committee is empowered: -

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

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

Devising a policy on Board diversity;

Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every director 's performance;

Determining, reviewing and recommending to the Board, the remuneration of the Company's Managing / Joint Managing /

Deputy Managing / Whole time / Executive Director(s), including all elements of remuneration package;

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

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

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

COMPOSITION AND MEETINGS OF THE NOMINATION & REMUNERATION COMMITTEE

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

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

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

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

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

^ Ms. Nishita Rajeshkumar Gandhi resigned from the Directorship of the Company w.e.f. November 15, 2024

^^ Ms. Parveen Qureshi was appointed as Additional Independent Director w.e.f. December 11, 2024 and regularised as Non- Executive (Independent Director) w.e.f. February 26, 2025

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

TERMS OF REFERENCE

The terms of reference of the Committee includes the following:

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

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

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

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

Overview activities relating to share maintenance and related work.

COMPOSITION AND MEETINGS OF STAKEHOLDER'S RELATIONSHIP COMMITTEE

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

The Stakeholder's Relationship Committee reconstituted on December 11, 2024 and the Members are as follows

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

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

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

^ Ms. Nishita Rajeshkumar Gandhi resigned from the Directorship of the Company w.e.f. November 15, 2024

^^ The Committee reconstituted on December 11, 2024

Ms. Vishakha Gujrati, Company Secretary & Compliance Officer of our Company acts as the Secretary to the Stakeholders'

Relationship Committee.

NUMBER OF SHAREHOLDERS' COMPLAINTS RECEIVED, NOT SOLVED TO THE SATISFACTION OF

SHAREHOLDERS AND PENDING COMPLAINTS DURING THE FINANCIAL YEAR

NUMBER OF SHAREHOLDERS\u2019 COMPLAINTS RECEIVED	NUMBER OF SHAREHOLDERS\u2019 COMPLAINTS NOT SOLVED TO THE SATISFACTION OF SHAREHOLDERS	NUMBER OF SHAREHOLDERS\u2019 COMPLAINTS PENDING COMPLAINTS
NIL	NIL	NIL

INVESTOR RELATIONS

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

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

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

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

REMUNERATION OF DIRECTORS

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

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

CRITERIA OF SELECTION OF NON-EXECUTIVE DIRECTORS

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

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

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

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

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

Personal, Professional or business standing;

Diversity of the Board.

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

REMUNERATION POLICY

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

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

CEO / MANAGING DIRECTOR / CFO ?€“ CRITERIA FOR SELECTION / APPOINTMENT

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

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

REMUNERATION FOR THE CEO / MANAGING DIRECTOR / CFO

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

The remuneration shall be subject to the approval of the Members of the Company in General Meeting. The remuneration of the CEO

/ Managing Director / CFO comprises only of fixed component. The fixed component comprises salary, allowances, perquisites, amenities and retiral benefits.

REMUNERATION POLICY FOR THE SENIOR MANAGEMENT EMPLOYEES

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

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

REMUNERATION FOR MANAGING DIRECTOR / EXECUTIVE DIRECTORS / KEY MANAGERIAL PERSONNEL / REST OF THE EMPLOYEES:

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

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

In addition to the basic / Fixed salary, benefits, perquisites and allowances as provided above, the Company provides Managing Director / Executive Directors such remuneration by way of one time incentive, as may be approved by the Board

/ shareholders, subject to the overall ceilings stipulated in Section 197 of the Act. The specific amount payable to the Managing Director / Executive Directors would be based on performance as evaluated by the Nomination and Remuneration Committee and approved by the Board.

EMPLOYEE STOCK OPTION SCHEME

The Company does not have any Employee Stock Option Scheme.

DETAILS OF REMUNERATION PAID TO EXECUTIVE AND NON-EXECUTIVE DIRECTORS FOR THE YEAR ENDED MARCH 31, 2025:

EXECUTIVE DIRECTOR:

(?‚? In Lakhs)

NAME OF DIRECTOR AND SERVICE CONTRACT	SALARY \u20b9	INCENTIVES*	TOTAL \u20b9
Mr. Saiyyed Owais Ali	6.00	0	6.00
Mr. Saiyyed Murtuza Ali	8.00	0	8.00

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

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

Service Contract, Severance Fee and Notice Period

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

NON-EXECUTIVE DIRECTOR:

(?‚? In Lakhs)

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

Ms. Parveen Qureshi^^	0.30

^ Ms. Nishita Rajeshkumar Gandhi resigned from the Directorship of the Company w.e.f. November 15, 2024

^^ Ms. Parveen Qureshi was appointed as Additional Independent Director w.e.f. December 11, 2024 and regularised as Non- Executive (Independent Director) w.e.f. February 26, 2025

GENERAL BODY MEETINGS

ANNUAL AND EXTRA ORDINARY GENERAL MEETINGS:

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

FINANCIAL YEAR	DATE	TIME	VENUE
2022 \u2013 2023	September 15, 2023	11:00 a.m.	C/o Sayyad Akhtar Ali, Vahid Nagar, Old Baipass Road, Ratlam- 457001, Madhya Pradesh, India
2023 - 2024	September 27, 2024	4:00 p.m.	C/o Sayyad Akhtar Ali, Vahid Nagar, Old Baipass Road, Ratlam- 457001, Madhya Pradesh, India

SPECIAL RESOLUTIONS PASSED IN THE PREVIOUS THREE ANNUAL GENERAL MEETINGS

AGM	DATE OF AGM	SPECIAL RESOLUTION
1st	September 15, 2023	To Issue Bonus Shares To Increase the Borrowings Powers of the Company Giving Authorization to Board of Directors under Section 180(1)(A) of the Companies Act, 2013 To Increase the Investment Powers of the Company Authorisation under Section 185 of the Companies Act, 2013
2nd	September 27, 2024	To Increase the Borrowings Powers of the Company Giving Authorization to Board of Directors under Section 180(1)(A) of the Companies Act, 2013 To Increase the Investment Powers of the Company Authorisation under Section 185 of the Companies Act, 2013

EXTRA ORDINARY GENERAL MEETING FOR THE FINANCIAL YEAR 2024 - 2025: NIL

RESOLUTIONS PASSED BY POSTAL BALLOT DURING THE FINANCIAL YEAR FY 2024 - 2025,

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

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

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

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

MEANS OF COMMUNICATION

RESULTS

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

WEBSITE

The Company's website contains a separate dedicated section 'Investor Relations' wherein shareholders' information including financial results is available. The Company's Annual Report is also available in a user friendly and downloadable form.

ANNUAL REPORT

The Annual Report containing, inter alia, Audited Financial Statements, Boards' Report, Auditors' Report and other important information is circulated to Members and others entitled thereto. The Management's Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company's website

National Stock Exchange of India Limited ?€“ Corporate Compliance & Listing Centre (NEAPS)

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

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

' LISTING CENTRE')

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

DESIGNATED EXCLUSIVE EMAIL

The Company has designated the Email exclusively for investor servicing.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

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

GENERAL'S SHAREHOLDRS INFORMATION

ANNUAL GENERAL MEETING:

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

BOOK CLOSURE

Monday, September 22, 2025 to Monday, September 29, 2025 (both days inclusive)

ISIN

The ISIN number for the Company equity shares is INE0R8M01017

CIN

The CIN for the Company is U14290MP2022PLC063833

FINANCIAL CALENDAR

1st April to 31st March.

LISTING IN STOCK EXCHANGES AND STOCK CODES

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

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

The Company has paid listing fees up to March 31, 2025 to Emerge Platform of National Stock Exchange of India Limited, where

the Company's shares are listed.

SHARE TRANSFER AGENT

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

SHARE TRANSFER SYSTEM

None of the shares are held in physical form.

SHARE HOLDING PATTERN AS ON MARCH 31, 2025:

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

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2025

SHAREHOLDING OF NOMINAL VALUE (IN \u20b9)	NO. OF SHAREHOLDERS	% OF TOTAL	NO OF SHARE	SHARE AMOUNT	% OF SHAREHOLDING
Upto 5000	1,825	65.09	3,27,250	32,72,500.00	1.80
5001 - 10000	187	6.67	1,42,600	14,26,000.00	0.78
10001 - 20000	430	15.34	6,76,600	67,66,000.00	3.72
20001 - 30000	87	3.10	2,13,300	21,33,000.00	1.17
30001 - 40000	65	2.32	2,14,800	21,48,000.00	1.18
40001 - 50000	53	1.89	2,49,700	24,97,000.00	1.37
50001 - 100000	92	3.28	6,73,600	67,36,000.00	3.70
100001 and above	65	2.32	1,56,84,548	15,68,45,480.00	86.26
Total	2,804	100.00	1,81,82,398	18,18,23,980.00	100.00

MARKET PRICE DATA

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

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

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

DEMATERLISATION OF SHARES AND LIQUIDITY

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

OUTSTANDING GDR'S / ADR'S / WARRANT'S / CONVERTIBLE INSTRUMENTS AND THEIR IMPACT ON EQUITY

NIL

PLANT LOCATIONS

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

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

Karan Ji Ka Guda, Kadmal, Girwa, Badanga, Udaipur, Rajasthan, 313011

ADDRESS FOR CORRESPONDENCE

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

AUDITORS

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

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

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

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

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

AUDITOR'S REPORT

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

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

BOARD'S COMMENT ON AUDITOR'S REPORT

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

SECRETARIAL AUDIT

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

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

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

COST AUDIT

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

PARTICULARS OF EMPLOYEES

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014, particulars of employees and related disclosures part of this Annual report as "Annexure IV".

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

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

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

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

DIFFERENCE IN VALUATION

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

DISCLOSURE

There are no materially significant transactions with the related parties' viz. Promoters, Directors Management, or their relatives or

Subsidiaries that had potential conflict with the Company's interest.

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

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

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

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

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

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

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING

THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

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

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

RISK MANAGEMENT

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

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

PREVENTION OF INSIDER TRADING CODE

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

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

DISCLOSURE ON POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN

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

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

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

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

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

ENVIRONMENT AND SAFETY

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

SUBSIDAIRY COMPANIES

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

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS BINDING LISTED ENTITIES

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

ACKNOWLEDGEMENT

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

REGISTERED OFFICE:

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

Place: Ratlam

Date: September 05, 2025

By Order of the Board of Directors

For OWAIS METAL AND MINERAL PROCESSING LIMITED

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

Sd/-

Saiyyed Owais Ali Managing Director DIN: 08291144