Omax Autos Ltd Directors Report

To,

The Members,

Your Directors are pleased to present the 43rd Board Report, comprising an overview of the business and operations of the Company, together with the Audited Financial Statements for the financial year ended March 31, 2026.

FINANCIAL SUMMARY AND HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

The Audited Financial Statements of your Company as on March 31, 2026 , are prepared in accordance with the relevant applicable Indian Accounting Standards (hereinafter referred to as Ind AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as SEBI Listing Regulations) and the provisions of the Companies Act, 2013 (hereinafter referred to as the Act). The summarized financial highlights are depicted below:

Amounts in Lakhs

Amounts in Lakhs
Particulars	FY 2025-26	FY 2024-25
Revenue from operations	48,449.79	36,925.86
Other income	3,549.85	2,443.72
Total Income	51,999.64	39,369.58
Total Expenses	46,851.90	37,643.63
Profit/(Loss) before exceptional item and tax	5,147.74	1,725.95
Exceptional items - Gain	(202.00)	1,805.71
Profit/(Loss) before tax	4,945.74	3,531.66
Total Tax Expenses	1,241.64	1,377.01
Profit for the year	3,704.10	2,154.65
Other comprehensive income	(12.34)	34.24
Total comprehensive income for the year	3,691.76	2,188.89
Earnings per share of Rs. 10 each
Basic (in Rs.)	17.32	10.07
Diluted (in Rs.)	17.32	10.07

TRANSFER TO RESERVE

During the year under review, no amount has been transferred to the General Reserve of the Company for the financial year 2025-26.

DIVIDEND

Keeping in the view of the Companys performance, the Board of Directors declared an Interim Dividend of 25%, i.e., Rs. 2.50/- per equity share of Rs. 10/- each 2,13,88,213 equity shares, amounting of Rs. 5,34,70,532.5/- for the financial Year 2025-26 at its meeting held on May 02, 2026 and the Company paid the Interim Dividend to the eligible shareholders on May 15, 2026.

Further the Board of Directors has also recommended final Dividend in their meeting held on July 24, 2026 @ 25% i.e. Rs. 2.5/- per equity shares of Rs. 10/- (Ten) each on, 2,13,88,213 equity shares, amounting of Rs. 5,34,70,532.5/- for the financial Year 2025-26.

Pursuant to the Finance Act, 2020, dividend is taxable in the hands of the shareholders with effective from April 01, 2020 and tax has been deducted at source on the Dividend at prevailing tax rates inclusive of applicable surcharge and cess, based on information received by the Registrar and Transfer Agent (RTA).

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company. The core activity continues to be the manufacturing and supply of sheet metal components. The Company remains committed to its strategic growth plans and is actively evaluating opportunities to diversify into new business segments to mitigate potential risks and strengthen long-term sustainability.

STATE OF THE COMPANYS AFFAIRS, OPERATIONS AND FUTURE PROSPECTS

During the financial year 2025-26, the revenue from operations of the Company was Rs. 48,449.79 lakhs as against Rs. 36,925.86 lakhs for the previous year. The profit for the financial year under review was Rs. 3,704.10 lakhs as against the profit of Rs. 2,154.65 for the previous financial year.

The improvement in performance was mainly due to better business operations and increased turnover during the year. The management remains focused on improving operational efficiency, maintaining product quality and strengthening customer relationships. The Company continues to explore growth opportunities and remains positive about its future business prospects, subject to market conditions and the overall economic environment.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 30,00,00,000 (Rupees Thirty Crore Only) divided into 2,65,00,000 equity shares of Rs. 10 each; 20,00,000 equity shares with differential voting rights of Rs. 10 each and 1,50,000 Optionally Convertible Cumulative Preference Shares (12%) of Rs. 100 each.

The Issued, Subscribed and paid up equity share capital of the Company, as on March 31, 2026, was Rs. 21,38,82,130 divided into 2,13,88,213 equity shares of Rs. 10 each.

The Company has not issued any sweat equity shares. As on March 31, 2026, none of the Directors of your Company hold instruments convertible into equity shares of the Company.

During the financial year under review, there has been no alteration in the share capital of the Company. The capital structure of the Company remained unchanged throughout the year.

The shares are actively traded on BSE and NSE and have not been suspended from trading. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report has been appended separately which forms part of the Annual Report for FY 2025-26.

CORPORATE GOVERNANCE

Corporate Governance represents the adoption of best management practices, strict compliance with applicable laws in both letter and spirit, and adherence to ethical standards to ensure effective management, equitable distribution of wealth, and the fulfilment of social responsibilities for the sustainable development of all stakeholders, including shareholders, management, employees, customers, vendors, regulators, and the community at large. Your Company places strong emphasis on integrity, transparency, reliable financial reporting, empowerment, and full compliance with the law.

Regulators have consistently highlighted the importance of sound corporate governance in corporate management. In line with this, your Company adopts a proactive approach and periodically reviews its governance framework to ensure alignment with evolving business needs and regulatory expectations. The compliance information pursuant to the Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to the Corporate Governance for the year 2025-26 has been provided in the Corporate Governance Report, and the Certificate from Practicing Company Secretary on compliance with corporate governance norms, forms part of the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:

The Board of Directors of the Company has optimum combination of executive and non-executive directors including independent directors and woman directors in compliance with the provisions of Section 149 of the Companies Act, 2013 (the Act) and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

a. Appointment/Re-appointment of Directors : In terms of the applicable provisions of the Act and the Listing Regulations, (including any statutory modifications and re-enactment thereof, for the time being in force) and on the basis recommendations of the Nomination and Remuneration Committee and their performance evaluation, the Board recommends:

- Re-appointment of Mr. Tavinder Singh (DIN: 01175243) as Whole-Time Director of the Company for a further period of one year, on expiry of his present term of office i.e. with effect from October 29, 2026 to October 08, 2027 and liable to retire by rotation.

- Re-appointment of Mr. Nipun Khurana (DIN: 01045301) as Independent Director of the Company for a further period of five year, on expiry of his present term of office i.e. with effect from August 08, 2027 upto August 07, 2032 .

A brief profile, expertise of Director and other details as required under the Act, Secretarial Standard-2 and Listing Regulations relating to the Directors proposed to be re-appointed is annexed to the notice convening the AGM.

b . Retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 (Act) and Articles of Association of the Company, Mr. Tavinder Singh (DIN: 01175243), Whole-time Director and Mr. Nikhel Kochhar (DIN: 01021382) , Non-Executive Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for reappointment. The Board recommends their re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

A brief profile, expertise of Director and other details as required under the Act, Secretarial Standard-2 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) relating to the Director proposed to be re-appointed is annexed to the notice convening the AGM.

c. Declaration given by Independent Director:

The Company has received declarations from all the Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Act read with rules made there under and Regulations 16 & 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys code of conduct. In the opinion of the Board of Directors of the Company, all Independent Directors of the Company have integrity, expertise, experience as prescribed under the Companies (Appointment and Disqualification of Directors) Rules, 2014 read with the Companies (Accounts) Rules, 2014 (including amendment thereof).

All Directors of the Company have also given declarations that they are not debarred from holding the office of Director by virtue of any SEBI order or any other such statutory authority as required under the Circular dated 20th June, 2018 issued by BSE Limited and National Stock Exchange of India Limited.

Further, in the opinion of the Board, all the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iii) (a) of the Companies (Accounts) Rules, 2014.

Pursuant to the Ministry of Corporate Affairs Notification No. G.S.R. 804(E) dated October 22, 2019, all the Independent Directors have registered themselves in the databank of Indian Institute of Corporate Affairs (IICA).

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Key Managerial Personnel:

In accordance with the provisions of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company as on March 31, 2026:

S. No. Name	Designation
1. Jatender Kumar Mehta	VC and Managing Director
2. Devashish Mehta	Managing Director
3. Tavinder Singh	Whole-Time Director
4. Sanjeev Kashyap	Chief Financial Officer
5. Kannu Sharma	Company Secretary & Compliance Officer

During the Financial Year 2025-26, the following changes took place in the position of Key Managerial Personnel (KMP) of the Company:

1. Mr. Mohit Srivastava ceased to be the Company Secretary and Compliance Officer of the Company with effect from May 06, 2025.

2. Ms. Kannu Sharma was appointed as the Company Secretary and Compliance Officer of the Company with effect from July 24, 2025.

3. Mr. Devashish Mehta resigned from the position of Chief Financial Officer of the Company with effect from July 24, 2025.

4. Mr. Sanjeev Kumar was appointed as the Chief Financial Officer of the Company with effect from July 25, 2025.

BOARD DIVERSITY AND POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company recognizes that fostering a diverse and inclusive organizational culture is essential to its longterm success. A diverse Board, with varied skills, qualifications, professional experiences, and perspectives, is crucial for driving sustainable growth and ensuring balanced development. In alignment with this vision, the Board has implemented a comprehensive Nomination and Remuneration Policy to govern the selection and appointment of Directors, Senior Management, including Key Managerial Personnel, as well as other senior executives. This policy outlines the criteria for assessing the qualifications, positive attributes, and independence of Directors, ensuring transparency and fairness in the appointment process. The key features of this policy are detailed in the Corporate Governance Report, which is part of this Annual Report.

The detailed policy is available on the Companys website at https://www.omaxauto.com/Codes- Policies.aspx .

ANNUAL BOARD EVALUATION AND FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its Committees and that of Individual Directors. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairperson and Non-Independent Directors was carried out by the Independent Directors at their separate meeting.

The evaluation process considered various aspects including the composition of the Board, experience and competencies of Directors, governance practices and the contribution of Directors towards the strategic direction and effective functioning of the Company.

In accordance with the provisions of Section 178(1) of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has adopted a Policy for Performance Evaluation of Independent Directors, the Board, its Committees and other Directors, which also lays down the criteria for evaluation of Executive and Non-Executive Directors. Based on the said Policy, the Board carried out the evaluation of its performance, the performance of its Committees and individual Directors. The details of the evaluation process have

been provided in the Report on Corporate Governance, forming part of this Annual Report. The Policy is available on the Companys website and may be accessed at: https://www.omaxauto.com/Codes- Policies.aspx .

Further, the Company has put in place a Familiarization Programme for Independent Directors to familiarize them with their roles, rights and responsibilities in the Company, the nature of the industry in which the Company operates, the business model of the Company and related matters. The details of such familiarization programmes are available on the Companys website at:

DETAILS OF MEETINGS OF BOARD AND THEIR COMMITTEES

During the year under review, 4 (Four) meetings of the Board of Directors were held respectively on 02/05/2025, 24/07/2025, 30/10/2025 & 27/01/2026. The details pertaining to the attendance is disclosed in the Corporate Governance Report attached separately to this report.

The composition of Board of Directors during the year ended March 31, 2026 is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Companies Act, 2013. For further details, please refer Report on Corporate Governance attached to this Annual Report.

During the financial year ended March 31, 2026 , all the recommendations /submissions made by the by the Committees which were mandatorily required, were accepted by the Board.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of Directors of your Company confirm that-

a. in the preparation of the annual accounts for the Financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, though there is no material departure;

b. the directors had 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 ended March 31, 2026 and of the profit/(loss) of the company for that period;

c. the directors had 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 for the Financial year ended March 31, 2026 on a going concern basis;

e. the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

VIGIL MECHANISM

Your Company has adopted a Vigil Mechanism with a view to provide its employees an avenue to raise any sensitive concerns regarding any unethical behaviour or wrongful conduct and to provide adequate safeguard for protection from any victimization.

In accordance with the provision of Section 177(9) of the Act read with Regulation 4(2) of the Listing Regulations, every Listed Company shall establish a vigil mechanism for directors and employees to report genuine concerns of unethical behaviour, actual or suspected fraud or violation of the codes of conduct and other policies adopted by the Company.

Accordingly, the Company has framed the policy to align the same with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions of the Listing Regulations and may be accessed on the Companys website at

nttps^/www.omaxauto.com/cocies-roiicies.aspx . inis mecnanism inter-alia provides a direct access to tne Chairman of the Audit Committee and affirms that no Director/employee have been denied access to the Chairman of the Audit Committee and that no complaints were received in this regard, during the period under review.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to the provisions of Section 135(1) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, a company is required to comply with the provisions relating to Corporate Social Responsibility (CSR) if, during the immediately preceding financial year it satisfies any one of the following criteria:

- Net worth of Rs. 500 crore or more,

- Turnover of Rs. 1,000 crore or more, or

- Net profit of Rs.5 crore or more, as computed in accordance with Section 198 of the Act.

During the financial year 2025-26, the Company was not required to incur any expenditure towards Corporate Social Responsibility (CSR) activities pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, since no CSR obligation arose upon computation of the average net profits of the Company in accordance with Section 198 of the Companies Act, 2013 for the immediately preceding three financial years as detailed out in the Annexure 1 .

Accordingly, no amount was required to be spent towards CSR activities during the year under review.

Further, the Board of Directors, at their meeting held on January 27, 2026, constituted the Corporate Social Responsibility (CSR) Committee in compliance with the provisions of the Companies Act, 2013 as under:

S. No. Name	Category	Designation
1 Devashish Mehta	Executive Director	Chairman
2 Nipun Khurana	Non-Executive Independent Director	Member
3 Tavinder Singh	Executive Director	Member

The composition and terms of reference of the Committee are in accordance with the applicable statutory requirements. The Committee is responsible for formulating and recommending the CSR Policy, monitoring its implementation, and overseeing the Companys CSR initiatives.

The CSR obligation of the Company to be spent in the financial year 2026-27 has been determined at Rs. 45 Lakhs. The Company shall undertake CSR activities and spend the aforesaid amount in compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors has adopted a comprehensive Risk Management Policy to ensure sustainable growth with stability and to foster a proactive approach in identifying, assessing, and mitigating risks associated with the Companys operations. The policy aims to safeguard the Companys assets, reputation, and longterm objectives. The Board regularly reviews and identifies key risks which, in its opinion, could potentially impact the Companys performance or threaten its continued existence.

The implementation and monitoring of the Risk Management Policy is entrusted to the Audit Committee of the Board. While the Board continues its efforts to identify and assess various risk factors, it is of the opinion that no risk element has been identified during the year which may pose a threat to the existence of the Company

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the SEBI Listing Regulations.

AUDITORS Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s BGJC Associates LLP, Chartered Accountants (Firm Registration No. 003304N) were re-appointed as Statutory Auditors of the Company in the 39th Annual General Meeting (AGM) to hold office till the conclusion of 44th Annual General Meeting (AGM) of the Company.

Secretarial Auditors

Pursuant to the provisions of Regulation 24A and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s DR Associates, Practising Company Secretaries a peer reviewed firm (Firm Registration Number - P2007DE003300) were appointed as Secretarial Auditors of the Company for a term of 5 consecutive years, to hold office from April 01, 2025 to March 31, 2030.

Cost Auditors

Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, the Board has re-appointed M/s. JSN & Co., Cost Accountants (Firm Registration No. 000455), as Cost Auditors to conduct Cost Audit for the financial year 2026-27. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM.

AUDITORS REPORT Statutory Audit Report

M/s. BGJC Associates LLP, Chartered Accountants (Firm Registration No. 003304N), Statutory Auditors of the Company have submitted their reports on the financial statements of the Company for the financial year ended March 31, 2026. There has been no observation or comment of the auditors on financial transactions or matters which has any adverse effect on the functioning of the company; further, there is also no qualification, reservation or adverse remarks in the Auditors Reports on the financial statement of the Company for the financial year ended March 31, 2026.

Further, the auditors have not reported any fraud under Section 143(12) of the Act for the financial year 2025-26.

Secretarial Audit Report

In terms of Section 204(1) of the Act, a Secretarial Audit Report, given by M/s. DR Associates-Company Secretaries, the Secretarial Auditor of the Company, in prescribed form has been annexed as Annexure-2. Further; there were no remarks/observations/qualifications in their Report.

Maintenance of Cost Records

In terms of Rule 8(5) of Companies (Accounts) Rules, 2014, the Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with rule 3 of Companies (cost records and audit) Rules, 2014 and accordingly such accounts and records are made and maintained by the Company .

Cost Audit Report

M/s. JSN & Co., Cost Accountants (Firm Registration No. 000455), Cost Auditors of the Company have submitted their reports on the cost records of the Company for the financial year ended March 31, 2026. There has been no qualification, reservation or adverse remarks in the Auditors Reports on the cost records of the Company for the financial year ended March 31, 2026.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture, or associate company as on the date of this report. Further, during the year under review, no entity has become or ceased to be a subsidiary, joint venture, or associate of the Company.

PUBLIC DEPOSITS

During the financial year under review, the Company has not accepted or invited any deposits from the public or its members in accordance with the provisions of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The Company has also not received any unsecured loans falling within the ambit of deposits under the said provisions. Further, there were no deposits outstanding as on March 31, 2026, nor has there been any default in the repayment of deposits or interest thereon in the past.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

During the year under review, no significant or material orders were passed by any regulatory authority, court, or tribunal which would impact the going concern status of the Company or have any material bearing on its future operations.

UNCLAIMED DIVIDEND AND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND AND DETAILS OF NODAL OFFICER

Pursuant to applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, details of all unclaimed amount of Dividend to be furnished each year and to be uploaded on Companys Website and on the website of IEPF Authority. The amount of Dividend or any other such amount as referred in sub-section 2 of section 125 of the Act, which is unpaid or unclaimed for the financial year under review is mentioned in the Corporate Governance Report of the Company.

In terms of Rule 7(2B) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016) the Company had designated Ms. Kannu Sharma, as Nodal Officer of the Company w.e.f. 24th July, 2025. The details are also available on website of the Company i.e. www.omaxauto.com .

CREDIT RATING

The information regarding the Credit Rating has been provided separately under the heading as Credit Rating in Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS

The Company has instituted a robust framework for internal financial controls commensurate with the size and nature of its operations. These controls encompass policies, procedures, and mechanisms designed to ensure the orderly and efficient conduct of business, adherence to internal policies, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

During the financial year 2025-26, the internal financial controls were reviewed and evaluated. Based on assessment, no material weaknesses in the design or operating effectiveness of such controls were identified. Accordingly, the Board is of the considered opinion that the Company maintained adequate and effective internal financial controls during the year under review.

LOANS, GUARANTEES AND INVESTMENT

During the period under review, the provisions of Section 186 of the Companies Act, 2013 were not applicable to the Company. Accordingly, the Company has not entered into any transaction requiring disclosure under the said section.

RELATED PARTY TRANSACTIONS

During the financial year 2025-26, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms length basis

and in accordance with the provisions of the Companies Act, 2013, rules issued there under and in compliance of the Policy on Materiality and Dealing with Related Party Transactions of the

Company and in accordance with Regulation 23 of the SEBI Listing Regulations.

During the financial year 2025-26, the Company did not enter into materially significant transactions with Promoters, Key Managerial Personnel or other related parties. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

The details of the related party transactions as required under IND AS- 24 are set out in Notes to the financial statements forming part of this Annual Report.

The policy on Related Party Transactions as approved by the Board may be accessed on the Companys website at the link: https://www.omaxauto.com/Codes-Policies.aspx .

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO

Pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company has prepared a statement providing the requisite details relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo. The said statement is annexed to this Report as Annexure - 3 and forms an integral part of the Boards Report.

DISCLOSURE OF PRESCRIBED DETAILS OF DIRECTORS REMUNERATION VIS-A-VIS EMPLOYEES REMUNERATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (LODR) Regulations, 2015, the Company has in place a Nomination and Remuneration Policy for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The Policy lays down the criteria for determining qualifications, positive attributes and independence of a Director and also covers matters relating to appointment, remuneration, evaluation and removal of Directors, Key Managerial Personnel and Senior Management Personnel.

The Nomination and Remuneration Policy as approved by the Board may be accessed on the Companys website at the link: https://www.omaxauto.com/Codes-Policies.aspx.

Further, in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the prescribed details including the ratio of the remuneration of each director to the median remuneration of the employees of the Company and other relevant disclosures is annexed as Annexure - 4 and forms an integral part of this Report.

ANNUAL RETURN

Pursuant to the Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2026 is available on the Companys website as https://www.omaxauto.com/Annual- return.aspx .

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a policy for prevention of sexual harassment of women at workplace and also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company as an equal employment opportunity provides and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity. Sexual harassment at the work place or other than work place, if involving employees, is a grave offence and is, therefore, punishable.

Number of complaints received and resolved in relation to Sexual Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013: during the year under review and their breakup is as under:

a No. of Complaints filed during the year	nil
b No. of Complaints disposed of during the year	NIL
c No. of Complaints pending at end of year	NIL

MATERNITY BENEFITS COMPLIANCES

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. The Company has ensured that all eligible women employees are provided with maternity benefits and other entitlements as prescribed under the Act. The Company remains committed to providing a safe, supportive, and inclusive work environment for its women employees.

ENVIRONMENT HEALTH AND SAFETY (EHS)

Your Company remains committed to the highest standards of environmental protection, occupational health, and workplace safety. Structured Environment, Health & Safety (EHS) programs are implemented across all units, with regular monitoring and continuous improvement. Training and awareness programs are conducted throughout the year to strengthen a culture of safety, responsibility, and environmental stewardship.

EHS responsibilities are integrated into daily operations, supported by strong leadership involvement. The Company aims for a zero-incident workplace by maintaining stringent safety standards, conducting regular internal and third-party audits, implementing a robust work-permit system, and ensuring strict compliance with statutory requirements. Dedicated EHS teams at each unit oversee the effective implementation of these initiatives.

Environmental sustainability remains a key focus. The Company operates RO systems for effluent recycling, maintains in-house ETP laboratories at major locations to support its Zero Liquid Discharge objectives, and ensures 100% disposal of hazardous waste in line with pollution control norms. Regular fire and mock drills, observance of Environment and Safety Days, and structured EHS training, including specialised sessions for senior and middle management, further reinforce employee engagement. E-waste is responsibly managed through authorised recyclers.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, the Company has not made any application under the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC Code) nor were there any proceedings initiated or pending against the Company under the said Code. Further, as on March 31, 2026, there are no proceedings or cases filed by or against the Company under the IBC Code.

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

During the financial year under review, the Company has not entered into any one-time settlement with any bank or financial institution. Accordingly, the disclosure requirements in this regard are not applicable to the Company.

WEBLINK TO IMPORTANT DOCUMENTS/INFORMATION

The Company has hosted certain policies/documents/ information, including inter alia, Policy for determining Material Subsidiaries Policy on dealing with Related Party Transactions, Familiarization programmes for Independent Directors etc. as per the requirement of law or otherwise.

Following link could be used for accessing such polices/ documents/information: https://www.omaxauto.com/Codes-Policies.aspx

For Regulation 46: https://www.omaxauto.com/regulation46.aspx For Regulation 30: https://www.omaxauto.com/regulation30.aspx

COMPLIANCE OF SECRETARIAL STANDARDS ISSUED BY ICSI

During the financial year 2025-26, the Directors of the Company have devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Board affirms that these systems are adequate and are being effectively implemented to ensure adherence to the provisions of the applicable standards.

CAUTIONARY STATEMENT

Certain statements in the Boards Report describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Companys operations include labour and material availability, and prices, cyclical demand and pricing in the Companys principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

ACKNOWLEDGEMENT / APPRECIATION

The Board of Directors places on record its sincere appreciation for the support, cooperation, and confidence extended by the Companys valued business associates, customers, suppliers, alliance partners, bankers, regulatory authorities, and other stakeholders. The Directors also acknowledge the dedicated efforts and contributions of all employees at every level. The Board expresses gratitude to the shareholders for their continued trust and support and looks forward to maintaining this relationship in the years to come.

		For Omax Autos
		Limited
	Sd/-	Sd/-
	Devashish Mehta	Tavinder Singh
Place: Gurugram	Managing Director	Whole-time Director
Date: July 24, 2026	DIN:07175812	DIN: 01175243