Dear Members,
Your Directors take pleasure in presenting the 37" Annual Report of Olympia Industries Limited ("the Company") along with the Audited Financial Statements for the financial year ended 3111 March, 2026.
1. KEYFINANCIALHIGHLIGHTS:
The Companys performance during the financial year ended March 31,2026 as compared to the previous financial yearis summarized below:
| Particulars | Year ended 31.03.2026 | Year ended 31.03. 2025 |
| Revenue from Operations | 31475.76 | 28247.06 |
| Profits before interest, depreciation and tax | 798.16 | 790.02 |
| Less: Interest | 439.15 | 527.82 |
| Depreciation | 102.92 | 85.75 |
| Profit before exceptional items and tax | 256.10 | 176.45 |
| Exceptional items (Past service cost) | 16.91 | - |
| Profit before tax | 239.19 | 176.45 |
| Tax expense | 58.85 | 46.90 |
| Net Profit for the year | 180.34 | 129.55 |
| Other Comprehensive Income | ||
| i) Items that not will be reclassified to profit 8i Loss | 37.92 | 37.92 |
| ii) Items that will be reclassified to profit &L Loss | (1.57) | 1.47 |
| Total Comprehensive Income for the year | 216.69 | 168.94 |
| Earnings per share (basic) (in Rs.) | 2.99 | 2.15 |
2. STATE OF COMPANYS AFFAIRS:
The turnover of the Company has increased to Rs. 31475.76 Lakhs from Rs. 28247.06 Lakhs in the previous year. Net profit from operations stood at Rs. 180.34 Lakhs as compared to Rs. 129.55 Lakhs in the previous year. However, the profit before Interest, Depreciation &. tax has increased to Rs. 798.16 Lakhs from Rs. 790.02 Lakhs and profit before tax has improved from Rs. 176.45 Lakhs to Rs. 239.19 Lakhs.
In the current year, the Company endeavors to improve its performance in view of various steps taken for improvement.
3. SHARE CAPITAL:
During the year under review, there was no change in the Share Capital of the Company. The Issued and Paid-up
Equity Share Capital as on 31st March, 2026 is Rs. 6,02,35,700/- (Rupees Six Crores Two Lakhs Thirty-five Thousand and Seven Hundred Only) divided into 60,23,570 (Sixty Lakhs Twenty-three Thousand Five Hundred and Seventy) shares of Rs. 10/- (Rupees Ten Only) each.
During the year under review, the Company has not issued shares with differential voting rights nor granted stock options or issued sweat equity shares.
4. TRANSFERTO RESERVES:
The Board of Directors has not recommended transfer of any amount to reserves and the entire balance available in the Statement of Profit and Loss is retained in it.
5. DIVIDEND:
In the view of strengthening the companys financial position, the directors have decided to plough back the profits into the business. Hence, Directors do not recommend any dividend for the financial year ended 31st March, 2026.
6. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis for the year under review, as stipulated under the Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report- "Annexure I".
7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate and joint venture company.
8. CHANGE IN THE NATUREOF BUSINESS:
There is no change in the nature of business of the Company.
9. LISTING WITH STOCK EXCHANGE:
The Company is listed on the Bombay Stock Exchange ("BSE") & has complied with all regulations and bye laws as applicable to the Company. The Company has paid annual listing fee up to the FY 2026-27 to BSE.
10. CORPORATE GOVERNANCE:
As per the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025, the paid up equity share capital of the company was Rs. 6,02,35,700 (Rupees Six Crores Two Lakhs Thirty-five Thousand and Seven Hundred) & the net worth of the Company was Rs. 26,12,62,144 (Rupees Twenty-Six Crore Twelve Lakhs Sixty-two Thousand One-hundred and Forty-four Only) which exceeded the prescribed limit of 25 crores for applicability of provisions of Corporate Governance specified in regulations 17,17A, 18, 19,20, 21,22, 23, 24, 24A, 25,26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, Dand E of Schedule V of the SEBI (LODR) Regulations, 2015. Accordingly, the Company was required to comply with the Corporate Governance provisions within 6 months from 28th May, 2025 (the date on which the Audited Financial Statements of the Company for the financial year 2024-25 were signed) as provided under the first proviso to Regulation 15(2)(a) of the SEBI (LODR) Regulations, 2015. Accordingly, your Company has complied with the all the Corporate Governance provisions till thequarterended September 30,2025 and is fully compliant with these provisions with effect from October 01,2025.
A detailed Report on Corporate Governance practices followed by your Company, in terms of Regulation 34(3) of SEBI Listing Regulations, 2015 together with a Certificate from the Secretarial Auditors of the Company confirming
compliance with the conditions of Corporate Governance has been annexed to this report and forms an integral part of this Report.
11. MATE RIAL CHANGES AND COMMITMENTS SINCE THE ENDOFTHE FINANCIAL YEAR:
Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position, have occurred between the end of the financial year of the Company and date of this report.
12. EXTRACTOF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Companys website viz., https://eolympia.com/annual-compliance/ .
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review, there were certain changes in the composition of the Board of Directors and Key Managerial Personnel of the Company detailsof which are as under: -
COMPLETION OF TENURE OF INDEPENDENT DIRECTORS
Mr. Pravin Kumar Shishodiya (DIN: 03011429) and Mr. Naresh Parsharam Waghchaude (DIN: 07240631) ceased to be the Independent Directors of the Company upon completion of their second and final term of 5 consecutive years as Independent Directors at the close of business hours on 22nd July, 2025.
The Board places on record, sincere appreciation for their outstanding contribution towards the growth of the Company, during their tenure as Independent Directors on the Board of the Company.
APPOINTMENT OF NEW INDEPENDENT DIRECTORS
Mr. Ritesh Gupta (DIN: 00223343) and Mr. Kamlesh Joshi (DIN: 01783387) were appointed as Independent Directors of the Company for a term of 5 consecutive years with effect from 22nd July, 2025 to 21st July, 2030 in the 36" Annual General Meeting of the Company held on 22nd July, 2025.
The Company has also received declarations from them that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (LODR) Regulations, 2015 and other applicable guidelines/circulars issued from time to time.
RETIREMENT BY ROTATION
Mr. Bhushan Patil (DIN: 02074033), Non-Executive Non-Independent Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company. In accordance with the provisions of Section 152 of Companies Act, 2013 and in accordance with the Articles of Association of the Company, being eligible, he has offered himself for re-appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting of the Company. Brief profile of Mr. Bhushan Patil has been given in the Notice convening the Annual General Meeting.
PROPOSED NEW APPOINTMENT
Mr. Kamlesh Shah (DIN: 07657503), Non-Executive Independent Director of the Company shall cease to be an Independent Director in the Company upon completion of his second term of 5 (Five) consecutive years at the close of business hours on September 16, 2026. Accordingly, the company is undertaking the necessary steps to appoint an Independent Director before the ensuing Annual General Meeting.
KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following individuals are the Key Managerial Personnel of the Company as on the date of this report:
1. Mr Navin Pansari, Chairman & Managing Director
2. Mr Ramjeevan Khedia, Chief Financial Officer
3. #Mr. Akshay Firodiya, Company Secretary and Compliance Officer
4. *Ms. Avanti Patthey, Company Secretary and Compliance Officer
Resignation:
#Mr. Akshay Firodiya resigned from his position as a Company Secretary and Compliance Officer of the Company w.e.f. August 15,2025.
Appointment:
*Ms. Avanti Patthey was appointed as a Company Secretary and Compliance Officer of the Company, w.e.f. September25,2025.
14. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS&ADHERENCETO THE COMPANYS CODE OF CONDUCT:
As on the date of this report, Mr. Ritesh Gupta (DIN: 00223343), Mr. Kamlesh Joshi (DIN: 01783387) and Mr. Kamlesh Shah (DIN: 07657503) are the Independent Directors of the Company in terms of Section 149 of the Companies Act, 2013 ("the Act") and SEBI (LODR) Regulations, 2015. The board has received the declaration from all the Independent Directors as per the requirement of Section 149(7) of the Act and Regulation 25(8) of the SEBI (LODR) Regulations, 2015. The board has satisfied itself that all the Independent Directors meet the criterion of Independence as mentioned in Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI (LODR) Regulations, 2015 and are in compliance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and are not disqualified from continuing as Independent Directors. Further, all the Independent Directors have affirmed that they have adhered and complied with the Companys Code of Conduct for Independent Directors which isframed in accordance with Schedule IV of the Act.
In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise, proficiency and qualifications. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.
15. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3) (C) and 134(5) of the Companies Act, 2013, Directors of the Company confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the Directors had selected appropriate 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 and loss 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid down proper internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.
16. BOARD AND COMMITTEES OF BOARD:
During the year under review, eight meetings of the Board of Directors were held details of which are set out in Corporate Governance Report which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.
The Board of Directors hasthe following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
Details of composition, terms of reference and number of meetings held in Financial Year 2025-2026 for the aforementioned Committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various Committees have been accepted by the Board.
17. INDEPENDENT DIRECTORS MEETING:
During the year under review, the Independent Directors of the Company met 2 (two) times, without the presence of Non- Independent Directors.
The Independent Directors reviewed the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Board after taking into account the views of all directors of the Company and assessed the quality,
quantity and timelines of flow of information between the Company management and the Board as per the relevant provisions of Schedule IV of the Companies Act, 2013 at their meeting held on May 28, 2025. Further, following the applicability of Corporate Governance, the Independent Directors reviewed the same at their meeting held on August 12,2025 pursuant to Regulation 25(4) of the SEBI (LODR) Regulations, 2015.
18. ANNUAL PERFORMANCE EVALUATION:
During the year under review, performance evaluation of Individual Directors, Board as a whole, and the various Committees of the Board were carried out in accordance with the relevant statutory provisions. The process was conducted by sending out questionnaires of each performance evaluation to the respective Directors along with the agenda of board meeting forconducting evaluation.
Pursuant to the provisions of Section 134(3)(p) of the Act, read with the applicable Rules, and Regulation 17(10) of the SEBI (LODR) Regulations, the Board has undertaken the annual performance evaluation of the Directors individually including Independent Directors, (wherein the concerned Director being evaluated did not participate), the Board as a whole, and the various Committees of the Board.
The Board as whole was evaluated on criteria such as Structure of Board, Dynamics and Functioning of the Board, Business Strategy Governance, Internal Auditand Internal Controls, Monitoring Role.
The Committees of the Board were evaluated on criteria such as discharge of its functions and duties as per its terms of reference, process and procedures followed for discharging its functions, effectiveness of suggestions and recommendations received, size, structure and expertise of the committee, conduct of its meetings and procedures followed in this regard.
The Individual Directors of the Board were evaluated on criteria such as attendance & participation, maintaining confidentiality, acting in good faith and in Companys interests, legal compliance, openness to ideas and ability to challenge old practices and throwing up new ideas, maintaining relationship of trust and respect with Board Members, capacity to effectively examine financial and other information and ability to make positive contribution, complying with legislationsand regulations.
The Board is responsible foroverseeing, monitoring, and reviewing the evaluation framework.
Further, to comply with the provisions of Clause VII of Schedule IV of the Companies Act, 2013, Independent Directors evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at their separate meeting held on May 28, 2025. However, since the corporate governance provisions became applicable to the company, the independent directors once again carried out the performance evaluation as per Regulation 25(4) of the SEBI (LODR) Regulations, 2015 of Non-Independent Directors, Chairman and Board as a whole at their meeting held on August 12,2025.
19. PARTICULARS OF EMPLOYEES:
The statement containing particulars of employees, remuneration and other particulars as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, asamended, is provided in "Annexure-N" and forms part ofthis Report.
Details of names, remuneration drawn by them and other particulars of the top 10 employees which forms part of
this report as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Rules are not provided with this Report but the same will be available to any shareholder for inspection on request as permitted underthe provisions of Section 136(1 )(b) of the Companies Act, 2013.
20. AUDITORSANDTHEIRREPORTS:
STATUTORY AUDITORS
• Appointment of Statutory Auditors
Pursuant to Section 139, 142 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014, M/s. R A Kuvadia & Co., Chartered Accountants, (Firm Registration No. 105487W) were appointed as Statutory Auditors of the Company at the 33rd Annual General Meeting held on September 21,2022, fora period of 5 years from conclusion of the 33rd Annual General Meeting till the conclusion of the 38th Annual General Meeting of the Company to be held in the year 2027 at such remuneration as may be decided by the Board of Directors of the Company.
• Statutory Auditors Report
The Reports given by the Statutory Auditors on the Financial Statements of the Company for financial year 2025-26 does not contain any qualification, reservation oradverse remarks and forms part of the Annual Report.
• Details in respect of frauds reported by auditors
No fraud has been reported by the Statutory Auditorsduring the financial year 2025-26.
SECRETARIAL AUDITORS
• Appointment of Secretarial Auditors
Pursuant to Regulation 24A(1)ofthe Listing Regulations and Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on recommendation of the Board of Directors, the Shareholders approved the appointment and remuneration of M/s V. K. Mandawaria 8t Co., Company Secretaries, as the Secretarial Auditors of the Company for a term of five (5) consecutive years, effective from FY 2025-26 to 2029-30 at the 36th Annual General Meeting held on Tuesday, July 22, 2025.
• Secretarial Audit Report
In terms of Section 204 of the Companies Act, 2013, a Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as "Annexure-lll". The Report does not contain any qualification, reservation or adverse remarks.
• Annual Secretarial Compliance Report
A Secretarial Compliance Report for the Financial Year ended March 31, 2026 on compliance of applicable SEBI Regulations and circulars/guidelines issued thereunder were obtained from M/s V.K. Mandawaria &Co. Company Secretaries, and was submitted to the Bombay Stock Exchanges where shares of the Company are listed.
INTERNAL AUDITORS
Pursuant to provisions of Section 138 of the Companies Act 2013 read with Companies (Accounts) Rules, 2014, the Board of Directors at their meeting held on May 28,2026, re-appointed "M/s. V. A. Shimpi 8t Associates," a firm of Chartered Accountants in practice as Internal Auditors of the Company for the Financial Year 2026-27 to conduct internal audit of the Company and report findings to the Board of Directors.
COST AUDITORS
During the year under review, the provisions pertaining to maintenance of Cost Records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company.
21.1 NTERNAL CONTROL SYSTEM & ADEQUACY:
The Company has in place adequate internal control systems commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of the Companys operations, safe keeping of its assets, optimal utilization of resources, and reliability of its financial information and compliance. Clearly defined roles and responsibilities have been institutionalized Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of the Companys operations.
22. NOMINATION AND REMUNERATION POLICY:
The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 read with applicable rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, 2015 is uploaded and available on the website of the Company at following web link: https://eolympia.com/policies-codes/
23. RISK MANAGEMENT:
The Company has in place Risk Management policy which takes care of risk identification, assessment and mitigation. There are no risks which in the opinion of the Board threatens the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of the Annual Report.
The Policy is available on the website of the Company at following web link: https://eolympia.com/policies-codes/
24. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Board has adopted a Vigil Mechanism/Whistle Blower Policy as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 201 5 encouraging aggrieved parties to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. This Vigil mechanism ensures that strict confidentiality is maintained while dealing with concerns and also that no discrimination will be meted out to any person fora genuinely raised concern. The Company has appointed a Vigilance and Ethics Officer which looks into the complaints raised. The Officer reports to the Audit
Committee and the Board. This policy is also posted on Companys website at following web link: https://eolympia.com/policies-codes/
During the year under review, no complaint was received and/or pending with the Vigilance and Ethics Officer of the Company.
25. PARTICULARS OF DEPOSITS:
The Company has not accepted any deposit (under Rule 2[c] of the Companies [Acceptance of Deposits] Rules, 2014) within the meaning of Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s)forthe time being in force).
26. LOANS, GUARANTEES AND INVESTMENTS:
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (LODR) Regulations, 2015 disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.
27. CORPORATE SOCIAL RESPONSIBILITY ("CSR"):
As per Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company does not fall under the criteria. Hence the provisions of the Companies (Corporate Social Responsibility) Rules, 2014 were not applicable to the Company for the Financial Year ended on 3 V1 March, 2026.
28. RELATED PARTY TRANSACTIONS:
All related party transactions (RPTs) entered into during the year were in the ordinary course of business and on an arms length basis. The Company did not enter into any Material RPTs during the year. Accordingly, the disclosure of details under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.
29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
30. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder and Section 134 of the Companies Act, 2013 and applicable rules made thereunder, and the same are available on website of the Company at https://eolympia.com/policies-codes/ .
The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Committee was last reconstituted by the Board in its meeting held on March 31, 2026. The current composition of theCommittee isasfollows: -
| Presiding Officer | Ms. Shraddha Pangam |
| Member | Mr. Ganesh Khetan |
| Member | Ms. Avanti Patthey |
| External Member | Ms. Bijal Rathod |
During the year under review, no complaint was received, disposed of or pending for more than 90(ninety) days with the Company.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
• Conservation of energy
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act 2013, read with Rule 8 of the Companies (Accounts) Rules 2014, in respect of conservation of energy are not applicable, considering the nature of activities undertaken by the Company during the year under review.
• Technology absorption
During the year, the Company has not absorbed or imported any technologies
• Foreign exchange earnings and outgo
Following are the details of Foreign Exchange Earnings and Outgo.
| Particulars | 2025-26 | 2024-2025 |
| Foreign Exchange earned from Export | 142.36 | 127.51 |
| Foreign Exchange used/ Outgo | Imports - 1893.41 | Imports - 705.91 |
32. SECRETARIAL STANDARDS:
The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), respectively issued by Institute of Company Secretaries of India.
33. MATERNITY BENEFIT ACT, 1961:
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Act.
34. OTHER DISCLOSURES:
• There are no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016
• There are no instances of one-time settlement with any Bank or Financial Institution, during the year under review.
35. ACKNOWLEDGEMENTS:
The Board places on record its deep appreciation to all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain an industry leader.
The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, retailers, business partners and other stakeholders associated with it The Company looks upon them as partners in its progress and has shared with them the rewards of growth. It shall be the Companys endeavorto build and nurture strong links with the trade based on mutual benefits, respect forand cooperation with each other, consistent with consumer interests.
The Board also take this opportunity to thank all Shareholders, Business Partners, Government and Regulatory Authorities, Bankers, Finance providers and Stock Exchanges, for their continued support.
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