DIRECTORS' REPORT

Your directors have pleasure in presenting the 54th Annual Report of your Company together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31st March, 2026.

FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the Company for the year ended 31st March, 2026, on a Standalone and Consolidated basis is summarized below:

(Rs. in Lacs)

Note: Previous year's figures have been regrouped/reclassified wherever necessary to conform to the current year's presentation. Consolidated figures from presentation data are rounded to nearest crore.

FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS

Standalone Performance

During the financial year 2025-26, your Company recorded a Standalone Revenue from Operations of Rs. 46,842.38 Lacs as compared to Rs. 66,627.77 Lacs in the previous year. The Standalone Profit Before Tax (PBT) stood at Rs. 2,340.57 Lacs against Rs. 3,777.65 Lacs in the preceding fiscal. Net Profit After Tax reached Rs. 2,180.48 Lacs.

Consolidated Performance

On a consolidated basis, the Company recorded revenue from operations of Rs. 50,005.60 lacs as against Rs. 71,266.18 lacs in the previous year. Consolidated EBITDA stood at Rs. 4,612.00 lacs as compared to Rs. 5,619.34 lacs in FY 2024-25. Profit Before Tax was Rs. 2,213.47 lacs against Rs. 2,841.49 lacs in the previous year, while Profit After Tax stood at Rs. 2,055.93 lacs as compared to Rs. 3,596.62 lacs in FY 2024-25.

DIVISIONS & OPERATIONAL UPDATE

1. Engineering & Infrastructure Division

The core strength of the Company lies in executing highly technical civil and hydro-mechanical solutions across key domestic and international territories.

The Turnover of this division in this year is Rs. 46842.38 lakhs and Profit(PBT) is Rs. 4424.840 lakhs as against Turnover of Rs. 65812.68lakhs &profit(PBT) is Rs.6169.50 lakhs in the last year.

• Order Book Velocity: As of March 31, 2026, the outstanding unexecuted order book stands robustly at Rs. 2,107 Crores, providing extensive revenue visibility. The order book structure comprises Rs. 1,351 Cr from the Jal Jeevan Mission and Rs. 756 Cr from Hydro-Mechanical components in dams.

• Company has successfully executed more than 70 Civil and Hydro-mechanical contracts for Hydro-power & Irrigation projects across the country and abroad over the last 5 decades.

• Key Project Milestones: A major structural victory was achieved at the Isarda Dam Project (Value: Rs. 615.17

Cr), where water impounding successfully commenced on July 30, 2025, transforming eastern Rajasthan's water security mapping.

• New Wins: The division fortified its pipeline by securing a crucial municipal order worth Rs. 129 Crores from the Uttar Pradesh Jal Nigam (Urban), Shahjahanpur for end-to-end water infrastructure and PLS SCADA automation.

Milestone Achieved

Isarda Dam - Water Impounding Commences

Successfully initiated water storage at Isarda Dam on July 30, 2025 -

the first time since construction began, following government approval on July 25th.

Project Scale:

Value: Rs 615.17 Crores ( additional scope allotted Rs.48 cr)

Capacity: 3.24 TMC (Phase 1)

10.77 TMC (Phase 2)

Length: 6.03 km composite dam structure Impact

Beneficiaries: Over 3 crore people across 13 districts Purpose: Drinking water supply under JJM & ERCP integration

Significance: A cornerstone project demonstrating OM Infra's engineering excellence in water infrastructure, transforming eastern

2. Real Estate Division

Your company continues to selectively monetize its high-potential land assets to unlock corporate equity:

• Pallacia (Jaipur): Project Area - 646150 Sq. Ft. The super-premium RERA-compliant residential project has successfully recognized cumulative revenue of Rs.275 Crores, with an estimated remaining realizable value of Rs. 290 Crores.

• Om Green Meadows (Kota): Project Area - 353814 sq.ft. Recorded total revenue recognition of Rs. 63 Crores to date, with Rs. 24 Crores remaining in expected future realisable inflows.

• Bandra SRA Project (Mumbai):All long-standing land clearances and MHADA disputes are fully resolved. Joint-venture partner Valor Estate Ltd has commenced site survey layout planning to fast-track the premium development phase without requiring further capital call-downs from your Company.

• The Turnover of this division this year is Rs. 323.24 Lakhs and Lossis Rs.185.13Lakhs against Turnover of Rs. 815.09 Lakhs & Profit/loss before Tax (PBT) was Rs.204.56 lakhs in the last year.

3. Non-Core Assets & Arbitration Progress

The strategic monetization of non-core entities and legal claim recoveries is progressing favourably:

• Bhilwara Jaipur Toll Road: Following the concession agreement termination due to state default, the final arbitration award of Rs. 587 Croresremains under procedural hearing in the Rajasthan High Court, with 10% of the award amount already received.

• Gurha Thermal Power Project: The arbitration award favoring your Company for Rs. 53 Crores is currently pending an appeal resolution in the Hon'ble Supreme Court.

FUTURE OUTLOOK

With the Government of India scaling up the infrastructure capex cycle to Rs. 12.2 Lakh Crore and extending key programs like JJM 2.0 till 2028, your Company occupies a sweet spot in the infrastructure upcycle. The suspension of the Indus Water Treaty has further fast-tracked regional hydro project execution, boosting heavy engineering pipeline requirements in bordering regions.

Total Water Sector Outlay: ^84,000 crore

^67,670 crore for Jal Jeevan Mission - targeting tap water for every rural household ^8,000 crore for AMRUT 2.0 - transforming urban water infrastructure ^5,226 crore for River interlinking & irrigation - ensuring agricultural water security ^3,100 crore for National Ganga Plan - cleaning India's lifeline river

OM Infra's on the cusp to win the Infra Upcycle

• Direct beneficiary of a ^84,000 Cr water opportunity under Jal Jeevan Mission and AMRUT, fully aligned with OM Infra's core execution capabilities

• End-to-end water EPC expertise across drinking water supply, urban water systems, large-diameter pipelines and irrigation infrastructure

• Risk Fund support de-risks execution, improving project timelines and supporting consistent order book expansion

• Viksit Bharat capex momentum provides multi-year demand visibility for OM Infra's sustainable solutions

Expected Order Inflow

• Rs 1,500 crores

• Targeting Hydro Mechanical projects, Pumped Storage,STP and Water Infrastructure Projects.

Monetization of Non-core Assets / Arbitration Awards

• ~ 700 crores in the next 2-3 years

CHANGES IN NATURE OF BUSINESS, IF ANY

There have been no changes in the business carried on by the Company or its subsidiaries.

INFORMATION ABOUT SUBSIDIARIES/JV/ASSOCIATE COMPANY

There has been no material change in the nature of the business of the subsidiaries JV/Associate Company.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company as Annexure II.

In accordance with Section 136 of the Act, the financial statements of the subsidiary and associate companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the AGM. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the CFS, and all other documents required tobe attached to this report have been uploaded on the website of the Company at www.ommetals.com.

Regulation 16 of the SEBI LODR Regulations defines a "material subsidiary" to mean a subsidiary, whose turnover or net worth exceeds ten percent of the consolidated turnover or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. The policy on determining material subsidiaries may be accessed on the website of the Company at https://www.ominfra.ltd/web/ir. there was no material Subsidiary of the Company during the year 2025-2026.

Companies which became / ceased to be Company’s Subsidiaries, Joint Ventures or Ass ociate Companies:

• Companies which have become subsidiaries, Joint Ventures or Associate Companies during the financial year 2025-26: None

• Companies which has ceased to be the Subsidiaries/Step Subsidiary, Joint Ventures or Associate Companies during the financial year 2025-26: None

Apart from this, your Company funded its subsidiaries/JV's, from time to time, as per the fund requirements, through loans, guarantees and other means to meet working capital requirements.

The developments in business operations / performance of major subsidiaries /JV / Associates consolidated with OMIL are as below:

OM METALS CONSORTIUM PRIVATE LIMITED - This wholly owned Subsidiary Company has developed ahigh end residential project on a very prime parcel of 19000 sq. mt. land atJaipur and has a sellable built-up area of 6.45 lakh sqft with expected realization of 'INR 12000/sq ft appx. OMIL has invested INR 1.6 bn for land and development cost is appx Rs 4 bn. The company expects to generate Rs 6.0 bn of total Revenue from this project. More than 60% inventory is sold. After completion of structure of building, last mile land scaping, value addition - completion of project has been achieved and habitation started. RERA completion certificate is also received.

HIGH TERRACE REALTY PRIVATE LIMITED( FORMALLY KNOWN AS OM METALS REAL ESTATE PRIVATE LIMITED)-

This wholly owned Subsidiary Company formerly known as Om Metals Real Estate Private Limited is holding stakes in different SPV's and different subsidiaries . Majority of the inventory held by the SPV's has been sold and SPV have

refunded back the sum advanced by High Terrace Realty Private Limited and consequently High Terrace Realty Private Limited refunded the entire sum advanced by Om Infra Limited. The step subsidiary and associates of High terrace realty have net worth and reserves and surplus.

WORSHIP INFRAPROJECTS PRIVATE LIMITED (earlier known as OM METALS SPML INFRAPROJECTS PVT LTD)- This wholly owned Subsidiary Company. The Company had completed a 457 Cr Kalisindh Dam project in this SPV earned qualification of dam construction. This company was made wholly owned subsidiary of Om Infra limited in previous years and this company in JV with Om Infra Limited has secured a work contract of Isarda dam in Rajasthan worth Rs550cr and the progress of the project is going on and is good and appx 97% work has been completedand some additional scope of work is expected in this .

BHILWARA JAIPUR TOLL ROAD PRIVATE LIMITED- This 51% subsidiary of Om Infra Limited had developed 212 km road project in Jaipur- Bhilwara Stretch on BOT basis and COD achieved in December, 2014. Om Infra has executed 100% of EPC work for a total project cost of Rs. 410 Cr. After the COD of the project all 4 toll plazas are operational and generating revenue. Private vehicles were made toll free w.e.f 1.4.2018 by state government and we have terminated the concession agreement for breach of contract by government and submitted our claims of Rs 587 cr.

> The Arbitrator gave final award in Jan 2023 for Rs.587cr (other than debt due )which has been challenged by PWD in Rajasthan High court.The arbitration award amount is carrying interest and the same shall be realised till the date of actual payment by PWD subject to final outcome from court.

> The concession agreement stipulates for termination payment which includes debt due and 150% of the adjusted equity and counted to Rs.587 crand the appeal against this is pending for hearing. We are awaiting positive development soon in Hon'ble High Court.

GURHA THERMAL POWER COMPANY LIMITED- This company as a 50% JV of Om Infra has a lignite based thermal project in Rajasthan. Due to abnormal delay at the end of Government, we have intimated our stand of terminating the project from our side. Our compensation and claim is approved in APTEL and APTEL has preferred an appeal in Hon'ble Supreme court and we are awaiting positive developments from Supreme court in our favour.

GUJRAT WAREHOUSING PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI. The major portion of land acquisition is complete and due to some hurdle in total acquisition of land we preferred the termination of the concession agreement with FCI. The majority of land available with us has already been sold.

BIHAR LOGISTIC PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI. The major portion of land acquisition is complete and due to some hurdle in total acquisition of land we preferred the termination of the concession agreement with FCI. The land available with us has been put for disposal and we are awaiting the land deal to happen soon.

PARTNERSHIPS /JV's:

OM METALS CONSORTIUM (Partnership firm) - This prestigious partnership firm for development of SRA project in Bandra Reclamation facing Bandra- Worli Sea Link has completed the construction of the temporary transit camp.

A redevelopment project of partners MAHADA in partnership under Om Metals Consortium (OMC) where OMIL holds 17.5 % stake. Other developmental in the consortium are DB Realty Group, SPML Infra, Morya Housing, and Mahima developers. This multi-storied residential project is spread across 6 acres and entitled to FSI which translate into approx ~2mn sq. ft. (subjected to all Govt. clearances).A premium of additional FSI available shall be paid by OMC.

OMC has done a JV with DB realty for this project where DB realty or any reputed builder would be incurring 100% cost for the development and transfer free saleable area to OMC as mutually agreed in development /collaboration agreement.

OM RAY CONSTRUCTION JV - This SPV is executing EPC of one project in Karnataka.

SPML-OM METALS JV- This JV has been doing O & M for the recently completed smart infrastructure (knowledge city) in Vikram Udyogpuri at Ujjain.

WEST BENGAL LOGISTIC PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI. We have got approval from FCI to dilute our majority stake in this company. The other JV partner is fully looking into this project and we have very negligible shareholding left in this SPV

UTTAR PRADESH LOGISTIC PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI. We have got approval from FCI to dilute our majority stake in this Company. The other JV partner is fully looking into this projectand we have very negligible shareholding left in this SPV

OMIL WIPL JV, ISARDA- This JV has been developing project for the Construction of Isarda Dam across Banas River in Tonk District and Om infra Ltd is executing the contract on sub contract basis on arms length pricing.

OMIL JV : The water resource department ,Punjab had allotted a work contract of Rs.554 cr. in this JV where Om infra has a majority stake and this JV has sub contracted the work to Om infra Ltd on arms length basis .The execution of project is in progress.

OMIL JWIL VKMCPL JV - This JV has been allotted the contract at Madhya Pradesh and Om infra has majority stake and the JV partner is developing the project and is responsible for executing the project on arms length basis.

Om Metal SPML Joint venture (Rwanda) - This JV has been executing the project in Africa, Rwanda and the project is complete and completion of the project is achieved and the project is in O &M .

HCC OMIL JV and BRCCPL-OMIL-DARA-JV- In both these Jv's Jal Jeevan Mission (JJM)project has been secured from PHED Rajasthan and Om infra is developing both the projects.

OMIL-VKMCPL JV (Pench-II) -The other Jv partner is executing the project in MP and the profits generated in this JV are distributed to Om infra ltd as per agreed ratio.

Subsidiaries/Associates of High Terrace Realty Private Limited formerly known as Om Metals Real Estate Private Limited (Wholly owned subsidiary of the Company):

ULTRAWAVE PROJECTS PRIVATE LIMITED - This Company formerly known as Om Metals Infotech Pvt. Ltd has industrial land in Jaipur and the major part of land have been sold .Om Infra has 50% in it.

MEGA EQUITAS PRIVATE LIMITED - This Company formerly known as Om Metals Developers Private Limited entered into a JV with Mahindra Life space for a residential project in Hyderabad which is fully sold out. Om infra has 40% in it.

The Board of Directors of the Company has adopted the policy for the material subsidiaries, which is available on the

website of the company at the following link:

http://www.ommetals.com/fLles/material-subsidiaries.pdf

DIVIDEND

• Keeping the continuous track record of rewarding its shareholders and based on Company's performance, the Board of Director of your Company is pleased to recommend a dividend of Rs 0.50 per Equity share of the Face Value of Rs. 1 each (@ 50%), for the approval of the shareholders at the ensuing Annual General Meeting ('AGM') of the Company and whose names appears on the records as of the close of business hours on the Record Date: Friday, September 4, 2026.As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates.

The total outflow, on account of equity dividend, will be 481.52 Lakhs vis-a-vis Rs. 385.22 Lakhs for the financial year 2024-25.

AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES

The Board of Directors of your Company does not propose to transfer any amount to the general reserves of the

Company for the financial year ended on March 31, 2026.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2026 was Rs.9.63 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted Employee Stock Options or Sweat Equity Shares.

DEPOSITORY SYSTEM

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on 31st March 2026, 99.96% of the Company's total paid up capital representing 9,62,67,059 shares are in dematerialized form.

Pursuant to amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with effect from January 24, 2022, requests for effecting transfer of securities in physical form, shall not be processed by the Company and all requests for transmission, transposition, issue of duplicate share certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, sub-division/split of securities certificate and consolidation of securities certificates/folios need to be processed only in dematerialized form. In such cases the Company will issue a letter of confirmation, which needs to be submitted to Depository Participant(s) to get credit of the securities in dematerialized form.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013(hereinafter referred to as "the Act"), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2025-26, together with the Auditors' Report form part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS. IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORS’ REPORT

There were no material changes and commitments between the end of the financial year of the Company to which the Financial Statements relates and date of Directors' Report affecting the financial position of the Company, other than those disclosed in this report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has been regularly sending communications to members whose dividends are unclaimed requesting them to provide/update bank details with Registrar and Transfer Agents (RTA)/Company, so that dividends paid by the Company are credited to the investor's account on time.

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the rules'), all unpaid or dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF authority. During the Year 2025-26, the Company has transferred Rs. 76927/- unclaimed and unpaid dividends to the IEPF Fund.

Further in accordance with the provisions of the section 124(6) of the Companies Act, 2013 and Rule 6(3)(a) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the Company has transferred 1494 equity shares of Rs. 1 each to IEPF. The said shares correspond to the dividend which had remained unclaimed for a period of seven consecutive years from the financial year 2017-18. Subsequent

to the transfer, the concerned shareholders can claim the said shares along with the dividend(s) by making an application to IEPF Authority in accordance with the procedure available on www.iepf.gov.in and on submission of such documents as prescribed under the IEPF Rules.

Shareholder can check Details of their Unpaid and unclaimed amount on the website of the IEPF Authority i.e. http://www.iepf.gov.in/and can also check updated details of their shares on website of the Company and Pursuant to the Rule 5(8) of Investor Education and Protection Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on date of last Annual General Meeting on the website of the Company www.ommetals.com.

Further information related to IEPF and details of Nodal and deputy Nodal officer were disclosed in Corporate Governance Report forming part of this Annual Report.

MEETINGS OF THE BOARD OF DIRECTORS

Five meetings of the Board of Directors were held during the year. For further details, please refer to the Corporate Governance Report, which forms part of this report. The intervening gap between any two meetings was within the period prescribed by the Act, Listing Regulations, and clause 1.1 of Secretarial Standard 1 issued by The Institute of Company Secretaries of India i.e. 120 days.

ANNUAL GENERAL MEETING

The 53^rd Annual General Meeting (AGM) of the Company was held on 29th September, 2025 through Video Conferencing / Other Audio Visual Means.

BOARD COMMITTEES

Currently, the Board of the Company has five committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee and Executive Committee. During the year, all recommendations made by the committees were approved by the Board.

The Composition and other Details of the Committee are provided in the Corporate Governance Report attached with the Annual report.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received Declarations of Independence as stipulated under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors confirming that he/she is not disqualified from being appointed/re-appointed/ continue as an Independent Director as per the criteria laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and also on compliance of Code of Conduct for directors and senior management personnel.

The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA). In terms of section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs. Saloni Kala, Mr. Ramakanta Tripathy and Mr. Kamlesh Kumar Singh had cleared the online proficiency self-assessment test conducted by IICA.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

BOARD EVALUATION

In terms of the requirements of the Act and Listing Regulations, the Board carried out the annual performance evaluation of the Board as a whole, Board Committees and the individual Directors.

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 processes, information and functioning etc. The objective of this evaluation process is constructive improvement in the effectiveness of Board, maximise its strengths and tackle weaknesses, if there are any.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, frequency of meetings and time allocated for discussions at meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

Independent Directors, in their separate meeting, reviewed and evaluate the performance of non-independent directors, Board as a whole, Managing Director and the Chairman, taking into account the views of executive directors and non-executive directors and criteria laid down by the Nomination and Remuneration Committee. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of our Company, the executive directors/ senior managerial employees make presentation to the Independent Directors about the company's strategy, operations etc. Independent Directors are also visiting factories and branch offices to familiarize themselves with the operations of the company and to offer their specialized knowledge for improvement of the performance of the company. Further, at the time of appointment of an Independent director, the company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The format of the letter of appointment is available at our website www.ommetals.com

The Policy of the familiarization programme of Independent Directors is put up on the website of the Company at the link: https://www.ominfra.ltd/web/ir

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The Company has in place a Nomination and Remuneration Committee in accordance with the requirements of section 178(1) of the Companies Act, 2013 read with the rules made hereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in Report on Corporate Governance forming part of this Board Report.

The Committee has formulated a policy on Director's appointment and remuneration including recommendation of remuneration of the key managerial personnel and senior management personnel, and the criteria for determining qualifications, positive attributes and independence of a Director. The Nomination and Remuneration Policy of the Company, containing selection and remuneration criteria of Directors, senior management personnel and performance evaluation of Directors/Board/Committees/Chairman, has been designed to keep pace with the dynamic business environment and market-linked positioning. The Company has an appropriate mix of executive, non-executive and independent Directors to maintain the independence of the Board and separate its functions of governance and management. The policy has been duly approved and adopted by the Board, pursuant to the recommendations of the Nomination and Remuneration Committee of the Board.

The Nomination and Remuneration policy is available on weblink at https://www.ominfra.ltd/web/ir. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination & Remuneration policy.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

• Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed there under and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

The Managing Director of the Company has not received any remuneration or commission from any of the subsidiary companies.

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid by way of Sitting Fees. The Non Executive Directors are paid sitting fees for each meeting of the Board and its committees.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the Annual Accounts on a going concern basis;

e) The Directors have laid down an adequate system of Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and operating efficiently;

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

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of Board of Directors and KMP of the Company during the year 2025-26 is as under:

Mr. Gopi Raman Sharma, an independent director of the Company has completed his term on 10^th March, 2026.

The Board pursuant to the recommendation of the NRC and report of their performance evaluation, re-appointed Mr. Sunil Kothari as Vice-Chairman of the Company for a period of Three years from 22^nd August, 2025 upto 21^st August, 2028 and Mr. Vikas Kothari as Managing director & CEO of the Company with effect from 28^th March, 2026 upto 27^th March, 2029. The Members in its 53^rd Annual General Meeting has appointed Mr. Kamlesh Kumar Singh as an Independent director for the period of 5 years with effect from 29^th September, 2025.

Mr. Dharam Prakash Kothari, retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for re-appointment.

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, and expertise and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in the Corporate Governance report forming part of this Annual Report.

AUDITORS

Statutory Auditors

M/s. Ravi Sharma & Co, Chartered Accountants, (Registration No.: 015143C) were appointed as Statutory Auditors for a period of 5 continuous years from the conclusion of 49^th Annual General Meeting till the conclusion of 54^th Annual General Meeting of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of ICAI.

The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process.

The Auditors' Report for the Financial Year ended 31^st March, 2026 on the Financial Statements of the Company is a part of this Annual Report.

Independent Auditors’ Report

Your standalone and the consolidated financial statements of the Company have been prepared in accordance with IndAS notified under Section 133 of the Act.

The Statutory Auditors have issued a modified opinion on the Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026 in respect of unbilled revenue amounting to Rs. 2,885.28 lacs, for which supporting verification is under process. The management is taking necessary steps to complete the reconciliation and verification of the underlying records.

Board’s Response to the Qualifications in the Auditor’s Report

The Management is in opinion that the verification of Such unbilled revenue Invoices is under process and such bills will be approved in due course of time

Secretarial Auditor

During the year under review, the Members at the 53^rd Annual General Meeting held on 29^th September,2025 on recommendation of Board of Directors approved the appointment of M/s. B K Sharma & Associates, Practicing Company Secretaries (Firm Registration Number: S2013RJ233500as the Secretarial Auditors of the Company, to hold office for a term of five consecutive years commencing FY 2025-2026.

The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2026 is enclosed as Annexure VI to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

Secretarial Compliance Report

In accordance with Regulation 24(A) of the Listing Regulations, the Company has engaged the services of Mr. Brij Kishore Sharma(CP No. 12636), Practicing Company Secretary and Secretarial Auditor of the Company for providing this certification.

Secretarial Audit of Material Unlisted Indian Subsidiary

There is no Material Unlisted Indian Subsidiary of the Company as on 31st March 2025 and as such the requirement under Regulation 24A of the SEBI LODR Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the FY26.

Cost Auditor

The provisions of section 148(1) of the Companies Act, 2013 are applicable to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2026.

Pursuant to the provisions of section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board, on the recommendation of the Audit Committee, at its meeting held on 11^th August, 2025 has approved the appointment of M. Goyal & Co., Cost Accountants, as the Cost Auditors for the Company for the financial year ending 31^st March, 2026 at a remuneration of Rs. 30,000/- plus taxes and out of pocket expenses.

A proposal for ratification of remuneration of the Cost Auditor for FY 2026-27 is placed before the Shareholders.

The Report of the Cost Auditors for the financial year ended 31^st March 2026 is under finalization and shall be filed with the Ministry of Corporate Affairs within the prescribed period.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor in their Report respectively has reported to the Audit Committee, under section 143 (12) of the Act any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure I to this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per Section 177(9) and (10) of the Companies Act, 2013, and as per regulation 22 of the Listing Regulations, the Company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the Chairperson of the Audit Committee and provide for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company. The said policy has been also put up on the website of the Company at the following link: http://www.ommetals.com/2022/VIGIL%20MECHANISM.pdf

RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The areas of risk include- Liquidity risk, Interest rate risk, Credit risk, Commodity price risk, foreign currency fluctuation risk, Market risk, Salary risk, Interest risk, Investment risk, Health, Safety And Environment Risks, Political, Legal And Regulatory Risks, fraud and cyber security and Other Operational Risks etc. The Board is also periodically informed of the business risks and the actions taken to manage them. Pursuant to Section 134(3) (n) of the Act & under Regulations 21 of the Listing Regulations, the Company had formulated a Risk Management Policy with the following objectives:

• Provide an overview of the principles of risk management

• Explain approach adopted by the Company for risk management

• Define the organizational structure for effective risk management

• Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

• Identify access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company's human, physical and financial assets.

Fundamentals of our risk management system

The company has in place a code of conduct and high safety standards in plant operation to protect its employees and the environment. The company has instituted control bodies which verify important business decisions. Organizational measures are undertaken to prevent the infringement of guidelines and laws.

Goals of risk management

At OMIL, the risks are detected at their earliest possible and necessary measures are taken to avoid economic and environmental damage. The company lays due emphasis on avoidance of risks that threaten the company's continued existence.

Organizational responsibilities and tools

Regular risk analyses at the corporate level are conducted by OMIL's management and by various departmental heads. Specific risks pertaining to operating divisions and units are continually registered, evaluated and monitored centrally. The Board of Directors regularly receives reports on the risk situation of the Company. The Policy is available on the weblink http://www.ommetals.com/files/risk-management.pdf

INVESTOR RELATIONS (IR)

During the year, your Company continued to strengthen its Investor Relations, with a focus on fostering trust, transparency, and consistent engagement with the investor community, adhering to global best practices.

INDUSTRIAL RELATIONS

The year under review witnessed a very positive Industrial Relations Scenario across all manufacturing locations for the civil infrastructure/engineering workforce. Your Company remains committed to fostering proactive and employee-centric practices. Various initiatives aimed at building an engaged workforce with an innovative, productive, and competitive shop-floor ecosystem have continued to grow stronger.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company 'Om Infra Limited', being engaged in infrastructural business is exempted from the provisions of Section 186 of the Companies Act, 2013 related to a loan made, guarantee given or security provided, however particulars of Loans & guarantees given, investments made and securities provided have been disclosed in the financial statements forming part of this Annual Report pursuant to provisions of Companies Act and Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DEPOSITS

During the Year under review, your company has not accepted any Deposits within the meaning of Section 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rule, 2014 and, as such, no amount of principle or interest was outstanding as of the Balance Sheet date.

RELATED PARTY TRANSACTIONS

The Related Party Transactions Policy has been uploaded on the Company's website http://www.ommetals.com/2022/Policv%20on%20Related%20party%20transaction.pdf.

The Company has a process in place to periodically review and monitor Related Party Transactions.

During the year under review, all related party transactions were in the ordinary course of business and at arm's length and approval of the Audit Committee, Board of Directors & Shareholders was obtained wherever required.

The Audit Committee has approved the related party transactions for the FY 2025-26 and the estimated related party transactions for FY 2026-27. There were no related party transactions that have conflict with the interest of the Company.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure V to this Annual Report.

There are no person(s) or entities forming part of the Promoter(s)/Promoter(s) Group which individually hold 10% or more shareholding in the Company except T C Kothari & Family Trust, which is holding 11.85% shareholding in the Company.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed half yearly report on Related Party Transactions with the Stock Exchanges, for the half year ended 30^th September, 2025 and March 31, 2026.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Standalone Financial Statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY

In line with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014, your Company has undertaken various CSR projects in the area of Social Service activities, Medical and Health Care and education and welfare to under privileged which are in accordance with the Schedule VII of the Act and CSR Policy of the Company.

The Company' CSR policy is available on web link atOm Infra Ltd. During the year, the Company spent Rs. 105 Lakhs on CSR activities.

The brief outline of CSR Policy and Composition of CSR Committee are included in the annual report on CSR activities, which is annexed herewith and marked as Annexure III. Other details regarding the Corporate Social Responsibility Committee are provided in the Corporate Governance Report attached with the Annual Report.

ANNUAL RETURN

In accordance with section 134(3)(a) and section 92(3) of the Act, an Annual Return as at 31 March 2026 in Form MGT 7 is posted on website of the Company. Annual Return pursuant to applicable provisions of the Act is posted in section of investors, corporate governance on the Company's website or link https://www.ominfra.ltd/web/ir

CORPORATE GOVERNANCE

The Company has been following principles of Good Corporate Governance Practices over the years. Your Company has complied with the Corporate Governance Code as stipulated under the Listing Regulations. In Compliance with Regulation 34 of the Listing Regulations a separate section on Corporate Governance along with certificate from BK Sharma and Associates, Practicing Company Secretaries confirming compliance forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations, 2015, the Management Discussion and Analysis is presented in a separate section forming part of the Annual Report.

It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations/ performance of the Company's various businesses viz., Engineering, Infra, and Real Estate business segments, internal controls and their adequacy, risk management systems and other material developments during the financial year 2025-26.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 are given in ANNEXURE IV forming part of this report.

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

POWER OF ATTORNEY HOLDERS

For the implementation and effective execution of the Projects and various Laws as applicable to the Company, the Board of Directors entrusted the following HOD's with responsibility via Power of Attorney granted to them and these are directly responsible for compliances:

HUMAN RESOURCES MANAGEMENT

Our professionals are our most important assets. We are committed to hiring and retaining the best talent and being among the industry's leading employers. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance. Our human resource management focuses on allowing our employees to develop their skills, grow in their career and navigate their next.

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

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, your Company has constituted an 'Internal Complaints Committee' ('Committee'). No complaint has been received during the Year ended 31st March, 2026 in this regard.

The Company has in place a Policy for Prevention of Sexual Harassment at Workplace as per requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint

Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is the Summary of Sexual Harassment complaints received during the year ended 31st March, 2026 in this regard.

(a) Number of complaints pending at the beginning of the year: NIL

(b) Number of complaints received during the year: NIL

(c) Number of complaints disposed off during the year: NIL

(d) Number of cases pending at the end of the year: NIL

The POSH Policy of the Company is available on the Company's website and can be accessed in the Governance section at the Web-link: www.ommetals.com/policies

Compliance with The Maternity Benefit Act, 1961

The Company is compliant with the applicable provisions of The Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

HEALTH, SAFETY AND ENVIRONMENT

The safety excellence journey is a continuing process of the Company. The safety of the people working for and on behalf of your Company, visitors to the premises of the Company and the communities we operate in, is an integral part of business. We have taken several conscious efforts to inculcate a safer environment within place of work. There is a strong focus on safety with adequate thrust on employees' safety.

The Company has been achieving continuous improvement in safety performance through a combination of systems and processes as well as co-operation and support of all employees.

LISTING

The Equity Shares of the Company continue to remain listed with the National Stock Exchange of India Ltd (NSE) and BSE Limited (BSE). The Company's Symbol at NSE is OMINFRAL and the Scrip Code of the Company at BSE is 531092. The listing fees of the exchanges for the financial year 2025-26 have been paid.

CREDIT RATING

The Company has obtained credit ratings from CARE Ratings Limited (CARE Ratings). During the year, CARE Ratings has revised its rating from CARE BBB- to BB

CARE credit ratings as below:

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has Internal Financial Controls which are adequate and were operating effectively. Except for the ongoing procedural reconciliation of certain unbilled revenue invoices currently under verification, the controls are adequate for ensuring the orderly and efficient conduct of the business, including adherence to the Company's policies, the safeguarding of assets, the prevention and detection of fraud and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal audit function

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Regulation 34(2) of the Listing Regulations provides that the Annual Report of the Top 1000 listed entities based on market capitalization (calculated as on March 31 of every financial year), shall include a Business Responsibility and Sustainability Report("BRSR"). Since your Company, does not feature in the Top 1000listed entities as per market capitalization, the Business Responsibility and sustainability Report for the financial year 2025-26 does not form a part of the Annual Report.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity. The Policy available on web link athttp://www.ommetals.com/2018/mav/BOARD%20DIVERSITY%20PQLICY.pdf

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India with respect to General Meetings and Board Meetings.

PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Company has in place a Code of Conduct to regulate, monitor and report trading by designated person and their immediate relatives for prohibition of Insider Trading in the shares of the Company.

The code inter alia prohibits trading of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the trading window is closed. During the year under review, Training sessions were conducted for Designated Persons for enabling them to identify the Unpublished Price Sensitive Information (UPSI) and comply with the PITRegulations.

STATUTORY COMPLIANCE

The Company complies with all applicable laws and regulations, pays applicable taxes on time, ensures statutory CSR spend and initiates sustainable activities.

IBC

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016 (IBC). DETAILS REGARDING VALUATION REPORT

During the year under review, your Company has not entered into any One-Time Settlement with Banks or Financial Institutions and therefore, disclosure regarding 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 is not required to be given.

RISK ARISING OUT OF LITIGATION. CLAIMS AND UNCERTAIN TAX POSITIONS

The Company is exposed to a variety of different laws, regulations, positions and interpretations thereof which encompasses direct taxation and legal matters. In the normal course of business, provisions and contingencies may arise due to uncertain tax positions and legal matters. Based on the nature of matters, the management applies significant judgment when considering evaluation of risk, including how much to provide for the potential exposure of each of the matters. These estimates could change substantially over time as new facts emerge as each matter progresses, hence these are reviewed regularly. For matters where expert opinion is required, the Company involves the best legal counsel.

OTHER DISCLOSURE

Neither the Managing Director nor the Executive Director received any remuneration or commission from any of thesubsidiaries of your Company. Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events relating to these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme save and except Employees Stock Option Schemes (ESOS) referred to in this Report.

3. Significant or material orders passed by the Regulators or Hon'ble Courts or Tribunals which impact the going concern status and the Company's operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription /purchase of which loan was given by the Company (as there is no scheme pursuant to which such personscan beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

5. There has been no change in the nature of business of your Company.

6. 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.

7. There was no revision of financial statements and Board's Report of the Company during the year under review ACKNOWLEDGEMENTS

Your Directors deeply appreciate the valuable co-operation and continued support extended by the Company's Bankers, Financial Institutions, Government agencies, Collaborators, Stockiest, Dealers, Business Associates, and also the contribution of all employees to the Company.

The Directors appreciate and value the contribution made by every member of the Om family.