Your Directors present the 27^th Annual Report on the business and operations of Omfurn India Limited (“the Company”) along with the Audited Financial Statements, for the Financial Year ended March 31,2024.

1. FINANCIALS:

a. FINANCIAL RESULTS:

The Financial Performance of the Company during the year under review along with the previous year figures is summarised as under:

(Rs. in Lakh)

b. COMPANY’S PERFORMANCE REVIEW:

During the year under review, the revenue from operations of the Company is Rs. 8028.82 Lakh as against Rs. 7023.40 Lakh in the previous year. The Company reported a profit after tax of Rs. 366.31 Lakh for the current year as against a profit of Rs. 390.59 Lakhs in previous year.

The Company is a leading Furniture Manufacturing Company in India. Your Company is emerging as the best manufacturer & Supplier of high quality doors i.e Wooden Doors Fire Rated and Non-Fire Rated, furniture for corporate Offices, Modular Kitchen, Modular Wardrobe, Vanity, Hotel Furnitures, School Furnitures etc. Your Company have historically focused on the wooden doors as a part of our business strategy, but now we plan to expand our focus to metal door. Your Company intends to tap this potential by expanding our existing capacity at our Unit which will enable us to deliver the requirements of these industries which require steel doors. Doors are our major product contributing in revenue from operations.

c. DIVIDEND:

Your Directors have not recommended any Dividend for the financial year under review.

d. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to its reserves for the year under review.

2. SHARE CAPITAL:

During the year under review, there were changes in the share capital of the Company. Following are the

changes which took place:

a. AUTHORISED SHARE CAPITAL:

The Company at its Board Meeting held on August 22, 2023 had increased its Authorised Share Capital of the Company from Rs. 10,00,00,000 (Rupees Ten Crores) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten) to Rs. 12,50,00,000/- (Rupees Twelve Crore Fifty Lakhs) divided into 1,25,00,000 Equity Shares of Rs.10/- (Rupees Ten) and consequent Alteration in Capital Clause of the Memorandum of Association of the Company and the same was approved by the shareholders at the Annual General Meeting of the Company held on September 26, 2023.

b. ISSUED/ PAID UP/SUBSCRIBED SHARE CAPITAL:

i. Bonus Allotment:

The Board of Directors of the Company at its meeting held on August 22, 2023 had considered, approved and recommended a Bonus Issue of (1) One new Equity Share of Rs. 10/- each fully paid up for every (5) Five existing Equity Share of Rs. 10/- each fully paid up held as on the Record date and the same was approved by the shareholders at the Annual General Meeting of the Company held on September 26, 2023. Accordingly, the Board of Directors has on October 7, 2023 allotted 13,62,400 equity bonus shares of Rs.10/- to its existing shareholders thereby increasing its paid up capital from Rs.6,81,20,000/- (Rupees Six Crore Eighty One Lakh Twenty Thousand) divided into 68,12,000 (Sixty Eight Lakh Twelve Thousand) Equity Shares of Rs.10/- (Rupees Ten) to Rs.8,17,44,000/- (Rupees Eight Crores Seventeen Lakh Forty Four Thousand) divided into 81,74,400 (Eighty One Lakh Seventy Four Thousand Four Hundred) Equity Shares of Rs.10/- (Rupees Ten).

ii. Further Public Offer (FPO):

The Board of Directors at its meeting held on August 22, 2023 had considered raising of funds by way of a Further Public Offering (FPO) through a fresh issue of Equity Shares by the Company aggregating up to Rs. 35 Crore and the same was approved by the shareholders at the Annual General Meeting of the Company held on September 26, 2023. The Company had on March 26, 2024 allotted 36,00,000 fresh equity shares of Rs.10/- at a premium of Rs.65/- under Further Public Offer (FPO) thereby increasing its paid up capital from Rs. 8,17,44,000/- (Rupees Eight Crores Seventeen Lakh Forty Four Thousand) divided into 81,74,400 (Eighty One Lakh Seventy Four Thousand Four Hundred) Equity Shares of Rs.10/- (Rupees Ten) to Rs. 11,77,44,000/- (Rupees Eleven Crores Seventy Seven Lakh Forty Four Thousand) divided into 1,17,74,400 (One Crore Seventeen Lakh Seventy Four Thousand Four Hundred) Equity Shares of Rs.10/- (Rupees Ten).

3. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Your Company does not have any Subsidiary, Associate and Joint Venture Company.

4. MATERIAL ORDERS OF REGULATORS / COURTS / TRIBUNALS:

There are no significant and material orders were passed by any Regulators or Courts or Tribunal which impact

the going concern status and the Company’s operations in future.

The Credit rating of the Company has improved as under:

5. CREDIT RATING:

6. AUDITORS AND AUDIT REPORTS a. STATUTORY AUDITORS:

M/S. C.B.Mehta & Associates, Chartered Accountants (ICAI Firm Registration No.124987W) had been appointed as statutory auditors of the Company at the 24^th Annual General Meeting (AGM) held on September 25, 2021 for a period of three (3) years till the conclusion of the 27^th Annual General Meeting to be held in the year 2024. Now, the Company needs to appoint a new Auditor in place of the existing auditor as their term of appointment is expiring at the ensuing AGM.

As recommended by the Audit Committee, the Board of Directors at their meeting held on August 3, 2024 proposed and recommended to members of the Company, the appointment of M/s. Ashok Shetty & Co., Chartered Accountants (ICAI Firm Registration No.117134W) as Statutory Auditors of the Company for a period of five (5) consecutive years, to hold office from the conclusion of this ensuing 27^th Annual General Meeting till the conclusion of the 32^nd Annual General Meeting of the Company to be held in the year 2029, at such remuneration as shall be fixed by the Board of Directors of the Company and the Auditors.

The Auditors Report on the financial statement of the Company for the financial year ended 31^st March, 2024, which forms part of the Annual Report of the Company, does not contain any reservation, qualification or adverse remark.

b. SECRETARIAL AUDITOR:

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Mr. Prashant S. Mehta, Practicing Company Secretary, Mumbai, was appointed as a Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for financial year 2023-24.

Your Company has generally complied with the Secretarial Standards and the Secretarial Audit Report is annexed in Form MR-3 for financial year 2023-24 as “ANNEXURE A” to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

c. INTERNAL AUDITOR:

The Board of Directors has appointed M/s. Patkar & Associates, Chartered Accountants as the Internal Auditors of the Company. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

7. INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

8. CORPORATE GOVERNANCE:

Since the Company’s securities are listed on SME Emerge platform of National Stock Exchange of India Limited by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirement), Regulations, 2015 the compliance with the corporate governance provisions as specified in regulation 17 to 27 and clauses (b) to (i) [and (t)] of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. The Company has also filed non-applicability of corporate governance requirement certificate with NSE. Hence, corporate governance does not form part of this Board’s Report.

The Composition of the Board of Directors and Key Managerial Personnel are as follows:

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL: a. COMPOSITION:

During the year under review, following changes took place in the composition of the Board:

^A Mr. Rajendra C Vishwakarma stepped down as a Chairman of the Board and the Company w.e.f August 3, 2024, however he continues to be the Managing Director of the Company.

** Mr. Sudhir J Shah, Non-Executive Independent Director was appointed as a Chairman of the Board and the Company w.e.f August 3, 2024.

*Mr. Prashant R Vishwakarma was appointed as a Whole Time Director w.e.f July 15, 2023.

#Mr. Parmanand M Vishwakarma was appointed as Whole-Time Director w.e.f July 15, 2023.

$ Mr. Madhav P Deshpande was appointed Non-Executive Independent Director w.e.f July 15, 2023.

$Mr. Madhav P Deshpande resigned with effect from August 2, 2024.

b. APPOINTMENT/RE-APPOINTMENT OF DIRECTORS:

i. During the year under review, based on the recommendation of the Nomination and Remuneration

Committee and approval of Board at its meeting held on July 15, 2023 following Directors were appointed:

• Mr. Prashant R Vishwakarma was appointed as Additional Director, designated as Whole Time Director and subsequently his appointment was regularised at the Annual General Meeting held on September 26,2023;

• Mr. Parmanand M Vishwakarma was appointed as Additional Director, designated as Whole Time Director and subsequently his appointment was regularised at the Annual General Meeting held on September 26, 2023.

• Mr. Madhav P Deshpande was appointed as Additional Independent Director and subsequently his appointment was regularised at the Annual General Meeting held on September 26, 2023.

• Mr. Madhav P Deshpande resigned with effect from August 2, 2024.

ii. On recommendation of Nomination and Remuneration Committee by the Board of Directors at their meeting

held on August 3, 2024 had approved:

• The re-appointment of Mr. Prasad Chirravuri (DIN:08604812) as a Non-Executive Independent Director of the Company for the second term of 5 years commencing from November 7, 2024 to November 6, 2029

• The re-appointment of Ms. Geeta (DIN:08769814) as Non-Executive Independent Director of the Company for the second term of 5 years commencing from from 27^th June, 2025 to 26^th June, 2030.

The above re-appointments of Mr. Prasad Chirravuri and Ms. Geeta, Non-Executive Independent Directors requires approval of the shareholders and the said approval of the shareholders for both the Independent Directors is sought at the ensuing Annual General Meeting of the Company.

c. RETIREMENT BY ROTATION:

In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Narendra C Vishwakarma, (DIN: 00103447), Director is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment at the said meeting. The Board recommends his re-appointment for members approval.

As per Regulation 36 of the SEBI LODR and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (SS-2), a brief profile and other relevant details regarding re-appointment of Mr. Narendra C Vishwakarma are contained in the Annexure accompanying the explanatory statement to the Notice of the ensuing Annual General Meeting.

d. INDEPENDENT DIRECTORS’ DECLARATION

The Company has received declarations of Independence, pursuant to Section 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.They also have complied with sub-rule (1) and sub-rule (2) of Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and their name have been included in the data bank of the ‘Indian Institute of Corporate Affairs at Manesar’ (IICA).

e. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its Directors informed of the activities of the Company, its management, operations and provides an overall industry perspective as well as issues faced by the industry.

10. FURTHER PUBLIC OFFER (FPO):

During the year under review, the Company had come up with Further Public Offer (FPO) by issuing 36,00,000 fresh equity shares at a price of Rs.75/- (including premium of Rs.65/-) and the total issue size was of Rs.27,00,00,000/- (Rupees Twenty Seven Crores).

The issue opened on March 20, 2024 and closed on March 22, 2024.

The Company allotted 36,00,000 equity shares on March 26, 2024. The said shares got listed on NSE Emerge platform of National Stock Exchange of India on March 28, 2024.

The main object of the issue is as under:

• Funding capital expenditure towards installation of plant & machinery in our existing premises along with required civil, electric and fabrication work, set up of new metal door plant;

• Repayment/prepayment, in full or part, of certain borrowings availed of by our Company;

• Funding to meet working capital requirements;

• General corporate purposes and

• Issue Related Expenses.

11. BOARD MEETINGS AND COMMITTEE MEETINGS:

a. BOARD MEETINGS:

During the year under review, the Board of Directors met Eight (8) times on May 26, 2023, July 15, 2023, August 22, 2023, October 7, 2023, October 28, 2023, December 28, 2023, February 10, 2024 and February 17, 2024. The time gap between two Board meetings did not exceed 120 days.

The Composition of the Board, designation, their attendance at the meetings held during the year under review is tabled below:

During the year under review, following changes took place in the Board of Directors:

* Mr. Prashant R Vishwakarma was appointed as Whole Time Director with effect from July 15, 2023.

# Mr. Parmanand M Vishwakarma was appointed as Whole Time Director with effect from July 15, 2023.

$ Mr. Madhav P Deshpande was appointed as Non-Executive and Independent Director with effect from July 15, 2023.

$Mr. Madhav P Deshpande resigned with effect from August 2, 2024.

^AMr. Rajendra C Vishwakarma stepped down as a Chairman of the Board and the Company w.e.f August 3, 2024, however he continues to be the Managing Director of the Company.

**Mr. Sudhir J Shah, Non-Executive Independent Director was appointed a Chairman of the Board and the Company w.e.f August 3, 2024.

b. EXTRA ORDINARY GENERAL MEETINGS:

During the year under review, no extra ordinary general meeting was held.

COMMITTEES OF THE BOARD:

c. AUDIT COMMITTEE:

The Company has constituted an Audit Committee, as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the Committee met five (5) times i.e., on May 26, 2023, July 15, 2023, October 28, 2023, December 28, 2023 and February 10, 2024. The Committee comprises of following Four (4) Directors. The composition of the Committee, category of members, their attendance at the committee meetings held during the year are as under:

The Role and powers of the committee are as under:

1) Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4) Reviewing, the annual financial statements before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Directors Responsibility Statement in the Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions.

g. Modified opinion(s) in the draft audit report.

5) Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.

6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7) Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process.

8) Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof.

9) Scrutiny of inter-corporate loans and investments.

10) Valuation of undertakings or assets of the Company, wherever it is necessary.

11) Evaluation of internal financial controls and risk management systems.

12) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14) Discussion with internal auditors on any significant findings and follow up there on.

15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

18) To review the functioning of the Whistle Blower mechanism, in case the same exists.

19) Approval of appointment of CFO or any other person heading the finance function or discharging that function after assessing the qualifications, experience & background, etc. of the candidate.

20) To overview the Vigil Mechanism of the Company and take appropriate actions in case of repeated frivolous complaints against any Director or Employee.

21) To implement Ind AS (Indian Accounting Standards), whenever required.

22) Monitoring the end use of funds raised through public offers and related matters.

The Audit Committee shall mandatorily review the following information:

a. Management Discussion and Analysis of financial condition and results of operations.

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.

c. Management letters / letters of internal control weaknesses issued by the statutory auditors.

d. Internal Audit Reports relating to Internal Control Weaknesses.

e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the audit committee.

23) Statement of deviations:

a. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice in terms of Regulation 32(7).

Powers of the Audit Committee:

0 Investigating any activity within its terms of reference;

0 Seeking information from any employee;

0 Obtaining outside legal or other professional advice; and

0 Securing attendance of outsiders with relevant expertise, if it considers necessary.

d. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Company has constituted a Stakeholders Relationship Committee as per the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

During the year under review, the Committee met on May 26, 2023. The Committee comprises of following Four (4) Directors. The composition of the Committee, category of members, their attendance at the committee meetings held during the year are as under:

The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our Company. The terms of reference of the Investor Grievance Committee include the following:

a. Redressal of shareholders’/investors’ complaints;

b. Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

c. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

d. Non-receipt of declared dividends, balance sheets of the Company; and

e. Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The details of Investors’ complaints received and resolved during the year 2023-2024 are as under:

c. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

During the year under review, the Committee met three (3) times on May 26, 2023, July 15, 2023 and August 22, 2023. The Committee comprises of following Four (4) Directors. The composition of the Committee, category of members, their attendance at the committee meetings held during the year are as under:

Role of the Committee:

Role of Nomination and Remuneration Committee are as under:

a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other associates.

b) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.

c) Devising a policy on diversity of Board of Directors.

d) 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.

e) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

f) Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

12. PERFORMANCE EVALUATION:

In compliance with the Companies Act, 2013, and Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, its committees, individual directors, Chairperson, Whole-time Director for the year under review.

The Board and Committee functioning was reviewed and evaluated on the basis of responses from directors, committee members, whole-time director on various aspects of composition and functioning of board and its committee.

In a separate meeting of Independent Directors held on May 26, 2023, performance of non-Independent Director, performance of Board as whole and performance of Chairman were also evaluated.

The Board expressed its satisfaction with evaluation results, which reflects high degree of engagement of Board and its committee with the Company and its management.

13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to Regulation 25 of the SEBI LODR, your Company familiarizes its Independent Directors with their roles, rights, responsibilities as well as the Company’s business and operations. Moreover, Directors are regularly updated on the business strategies and performance, management structure and key initiatives of businesses at every Board Meeting. The Company proactively keeps its Directors informed of the activities of the Company, its management, operations and provides an overall industry perspective as well as issues faced by the industry.

14. RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered into are in the ordinary course of business and at arms’ length and are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. Further, the disclosure of transactions with related party for the year, as per Accounting Standard 18 is given in Note 2.17 of the Notes forming part of Financial Statement for the year ended on March 31,2024.

Omnibus approval is given by the Audit Committee for the transactions which are foreseen and are repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and the Board on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The said transactions were unanimously approved by the Audit Committee as well as by the Board.

There were no material contracts or arrangements with related parties during the year under review. Accordingly, no transactions are being reported in Form AOC-2 in accordance with Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

15. STATEMENT OF DEVIATION/VARIATION IN THE UTILISATION OF PROCEEDS OF FURTHER PUBLIC OFFER:

There has been no Deviation/ Variation in the utilisation of proceeds of Further Public Offer.

16. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Pursuant to the provisions of Section 186 of the Act and Schedule V of the SEBI LODR, particulars of loans, guarantees given and investments made by your Company during financial year 2023-24 are given in the notes to the Financial Statements.

17. MANAGEMENT’S DISCUSSION AND ANALYSIS:

Management’s Discussion and Analysis for the year under review, as stipulated in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Report “ANNEXURE-B”.

18. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of employees drawing remuneration and other disclosures are mentioned in “ANNEXURE C”, forms part of this Report.

19. CORPORATE SOCIAL RESPONSIBILITY POLICY

The provisions of Corporate Social Responsibilities are not applicable, as the Company does not exceeded the threshold limits prescribed under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014.

20. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-PROHIBITION AND REDRESSAL) ACT, 2013

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Complaints Committees at its workplaces. No complaints have been received during the year 2023-24.

21. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of directors has adopted the code of Internal Procedures and Conduct for regulating, monitoring and reporting trading by designated persons in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said code lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the securities of the Company. The Code of fair disclosure of unpublished price sensitive information is available on the Company’s website under the Investors Relations section at www.omfurnindia.com.

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

I. CONSERVATION OF ENERGY:

a. STEPS TAKEN OR IMPACT ON CONSERVATION OF ENERGY:

The Company is engaged in manufacturing of furniture items and fire doors. The use of electricity is substantial in the manufacturing process. The Company has strict control systems to monitor day to day power consumption. The Company has replaced the conventional lights with the LED lights which are highly efficient in power consumption and the increase in brightness has led to better working conditions. Optimum lightings have helped in reducing the stress on eyes of workers in the factory. The Company has achieved a reduction in energy consumption with the use of transparent insulated roof top.

b. STEPS TAKEN BY THE COMPANY FOR UTILISING ALTERNATE SOURCES OF ENERGY:

The Company has already installed Solar Plant at the Umbergaon factory, which has resulted in reduction of energy consumption to a larger extent. This investment in Solar Plant has helped the Company to generate electricity as an alternate source of energy and also reduced the electricity cost incurred in factory.

II. TECHNOLOGY ABSORPTION:

(i) Efforts made towards technology absorption:

Your factory is equipped with CNC woodworking machines. These machines are known for their precision and efficiency, which allow us to manufacture furniture products with accuracy and quality. Our in-house design facility is also an integral part of our infrastructure, as it enables us to provide complete furniture

solutions that are in line with the latest design trends. We conduct comprehensive testing of raw materials in our quality laboratory at our factory in accordance with both Indian Standards and our internal specifications. Our expert testing helps us to document the quality and safety of our furniture, which strengthens consumer trust in our brand. By ensuring that all our raw material meet strict quality standards, we can produce furniture products that are not only beautiful but also safe and durable. We maintain our quality standards and have obtained certifications like ISO 9001, 14001, and 45001 under the strict certification rules. We believe our infrastructure is designed to manufacture high-quality furniture products efficiently and effectively.

The Company continues its efforts in up gradation of systems and equipment, with a view to improving the quality of the products, cost reduction in terms of better productivity and customer satisfaction through better product performance. The Company is continuously updating itself to standardize and install required machinery for manufacturing and quality control. The 3D Pyhtha Software was incorporated in our new vertical Modular Furniture in residential projects like Kitchen, Wardrobe and Vanity etc. With this software the Company has optimized cost and has reduced material wastage when designing furniture.

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution:

Your Company intends to improve operating efficiencies to achieve cost reductions to have a competitive edge over the peers. We believe that this can be done through technology and design improvements. We are committed to relentlessly focus on improved quality through constant upgradation & development.

To cater to the growing demand of our products from our existing customers and to meet requirements of new customers, we intend to expand our manufacturing capacities for existing products and by introducing the new category i.e. metal doors. This will help us to better serve our existing customers, assist us in better addressing the business requirements of large customers and will also allow us to attract new customers. We also propose to improve the quality and quantity of our products for which we intend to install latest equipment and undertake modification in the existing machine along with few new age machineries. We believe that the said additional equipment will enable us in manufacturing better quality products which will increase our sales and reduce our direct expenditures. In order to achieve this, our Company has identified the new machines to be added to our existing plant and machineries at our existing manufacturing unit.

With respect to the proposed metal door manufacturing facility of the Company, the following steps have been taken as on date:

• Feasibility of the market and opportunities in metal door space by the sales and marketing team and senior management of the Company;

• Research on current metal door products available in the market and feasibility of manufacturing of the same and improvement possible by the Company;

• Identification and selection of suitable and adequate plant and machinery, for which quotations have been received;

• Visits by the senior management of the Company to vendors to select machinery and to understand the know-how;

• Identification and demarcation of separate space at the existing manufacturing facility of the Company and

• Engaging the Architect and relevant professionals for construction of suitable civil structure”

(iii) In case of imported technology:

(a) Details of technology imported and year of Import:

During the year under review, the Company has not imported any technology.

(b) Whether the technology been fully absorbed:

The expansion at the existing plot at GIDC Umbergaon to manufacture door frames, shutters predominantly for the real estate sector was successful and the Company has achieved remarkable results.

(c) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

Not Applicable

(iv) Expenditure incurred on Research and Development:

During the year under review, the Company has not incurred any expenses towards Research and Development. Foreign Exchange Earnings and Outgo:

The details of foreign exchange earnings and outgo are as under:

(Rs. in Lakh)

23. VIGIL MECHANISM:

The Board of Directors of the Company, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed vigil mechanism viz. “Whistle Blower Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company has established a Whistle Blower Policy / Vigil Mechanism Policy and the same is placed on the web site of the Company viz. www.omfurnindia.com

24. PUBLIC DEPOSITS:

The Company has not accepted or renewed any deposits from public in terms of Section 73 and/or 74 of the Companies Act, 2013.

25. ANNUAL RETURN:

Pursuant to Sub-Section 3(a) of Section 134 and Sub-Section (3) of Section 92 of the Act, a copy of the Annual Return of the Company as on 31 March, 2024 is placed on the website of the Company and the same is available on the following link www.omfurnindia.com.

26. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Statutory Auditors had not reported any matter under Section 143(12) of the Act. Therefore, disclosure is not applicable in terms of Section 134(3)(ca) of the Act.

27. OTHER DISCLOSURES/REPORTING:

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the FY under review:

a. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (Including sweat equity shares) to employees of the Company under any scheme save and except Employee Stock Option Scheme referred to in this report.

c. There was no change in nature of the business of the Company.

d. The Directors have devised proper systems and process for complying with the requirements of applicable Secretarial Standards issued by ICSI.

28. MATERIAL CHANGES AND COMMITMENTS, IF ANY:

In terms of Section 134(3)(l) of the Companies Act, 2013 there are no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

29. RISK MANAGEMENT:

The Company has developed and implemented a Risk Management process which identifies major risks which may threaten the existence of the Company. The same has also been adopted by the Board and is also subject to its review from time to time.

30. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act in relation to the audited Financial Statements of the Company for the year ended 31st March, 2024, the Board of Directors hereby confirms that:

a. in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the year ended on that date;

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

d. the Annual Accounts of the Company have been prepared on a going concern basis;

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

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thank the customers, shareholders, employees, suppliers, bankers,

business partners/associates, financial institutions and Central and State Governments for their consistent

support and encouragement to the Company.

FOR OMFURN INDIA LIMITED

SUDHIR J SHAH

CHAIRMAN

DIN: 00302584

DATE: AUGUST 3, 2024

PLACE: MUMBAI