Omkar Overseas Ltd Management Discussions

1. INDUSTRY STRUCTURE AND DEVELOPMENT:

During the period under review, the Company was engaged in the business of trading of Finished Goods/Fabrics. However, no business operations were conducted by the Company during the year.

The textile trading industry plays a crucial role in the global economy, providing essential raw materials and finished products across various segments, including fashion, home textiles, and industrial applications. The industry has witnessed significant developments, driven by technological advancements, shifts in consumer preferences, and the globalization of supply chains. In recent years, there has been a growing emphasis on sustainable and eco-friendly products, which has prompted many companies to adopt greener practices. Additionally, the digitalization of the supply chain and e-commerce platforms has transformed the way businesses operate, leading to increased efficiency and a broader market reach.

The textiles manufacturing business is a pioneer activity in the Indian manufacturing sector and it has a primordial importance in the economic life of the country. Growth in sector depends on consumer spending and there are multiple factors affecting consumer spending like actual and perceived economic condition, disposable income, employment and consumer credit availability.

The government has been pushing for indigenous production through ‘Make in India campaign to bring down imports.

2. OPPORTUNITIES AND OUTLOOK:

The Indian textile sector continues to offer significant growth potential, driven by rising domestic demand, increasing disposable incomes, and evolving fashion trends. Government initiatives such as the Production Linked Incentive (PLI) Scheme and favorable trade policies are expected to boost the industrys competitiveness and export potential.

Growing awareness of sustainable and eco-friendly fabrics, along with the expansion of e-commerce platforms, presents new avenues for reaching a broader customer base and diversifying product offerings. The Company is well-positioned to leverage its established supplier relationships, market knowledge, and efficient distribution network to capture emerging opportunities.

3. RISK, CONCERNS AND THREATS:

The Companys main business activity is textile and related activities, which fall under a single reportable segment Textiles. The industry is highly competitive, with intense competition from both domestic and international players that may impact the Companys market share and pricing power.

Fluctuations in raw material prices, particularly cotton and synthetic fibres, can affect cost structures and profitability. Changes in government policies, taxation, or import/export regulations may also influence business operations. Additionally, volatility in foreign exchange rates could impact the competitiveness of products in global markets.

Other risks include evolving consumer preferences, disruption in the supply chain, and global economic slowdowns, which could lead to reduced demand. The Company continuously monitors these external factors and adapts its strategies to mitigate potential adverse impacts

4. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has established a robust internal control framework designed to ensure compliance with applicable laws and regulations, safeguard its assets, and maintain the accuracy and reliability of financial reporting. The internal control system is supported by documented policies, standard operating procedures, and clearly defined authority levels.

Regular internal audits and management reviews are conducted to assess the effectiveness of these controls. Observations from such reviews are promptly addressed, and necessary improvements are implemented to strengthen the control environment. The Audit Committee periodically monitors the adequacy and effectiveness of the internal control systems to ensure they remain aligned with the size, complexity, and growth of the Companys operations.

A. SEGMENT WISE OR PRODUCT-WISE PERFORMANCE:

The Companys main business activity is textile and its related activities which fall under single reportable segmented. ‘Textiles.

5. FINANCIAL PERFORMANCE:

A. Standalone Financial Performance:

(i) Net Sales and Other Income:

Net Sales and other income for the financial year 2024-2025 & 2025-2026 are 1.59 Lakhs and 00.14 Lakhs respectively.

(ii) Expenditure:

The total expenditure for the financial year 2024-2025 & 2025-2026 is Rs. 16.65 Lakhs and Rs. 17.17 Lakhs respectively.

B. Profit/Loss:

The total loss for the financial year 2024-2025 & 2025-2026 is Rs. 15.05 and Rs 17.03 respectively.

6. DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

Ratios	Is there any significant change as compared to last year	Justification
1. Inventory Turnover	No	Not required
Ratio
2. Current Ratio	No	Not required
3. Debt Equity Ratio	Yes	The Debt-Equity Ratio has changed by more than 25% during the year, primarily due to an increase in borrowings during the year coupled with a further deterioration in the Companys negative net worth.
4. Net Profit Margin	No	Not required
5. Debt Service Coverage Ratio	No	Not required
6. Return on Equity	Yes	The change in the Return on Equity Ratio is primarily attributable to the change in the loss for the year and the movement in the Companys negative equity position
7. Return on Capital Employed	Yes	The change in Return on Capital Employed is primarily attributable to the change in the loss before interest and tax during the year and the movement in capital employed.
8. Trade Payables Turnover Ratio	No	Not required
9. Trade Receivables Turnover Ratio	No	Not required
10. Net Capital Turnover Ratio	No	Not required
11. Return on Investments	No	Not required

7. DEVELOPMENT IN HUMAN RESOURCES:

The Company considers its employees as its main assets. The management believes in the philosophy of the development of the Company with the development of its employees. A proper work environment, all necessities and their safety is looked after. The well-being of its employees is always a priority to the company. The employees are given proper guidance and training to execute their tasks. Hence, higher degree of work satisfaction is enjoyed by the employees of the company.

8. DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION

THEREOF

The change in the Return on Equity Ratio is primarily attributable to the change in the loss for the year and the movement in the Companys negative equity position.

9. ENVIRONMENT, HEALTH & SAFETY (EHS)

The Company is committed to conducting its business in a responsible manner that ensures the protection of the environment, the health and safety of its employees, and compliance with all applicable statutory requirements. Even though the Companys core operations are primarily in textile trading, it recognizes the importance of minimizing its environmental footprint and maintaining safe work practices.

Efforts are made to promote energy conservation, reduce waste generation, and encourage sustainable sourcing wherever feasible. The Company provides a safe and healthy work environment by implementing safety protocols, conducting regular workplace inspections, and offering necessary training to employees to prevent accidents and occupational hazards.

Periodic reviews are undertaken to ensure adherence to environmental regulations and safety standards. The Company remains committed to continuous improvement in its EHS performance and fostering a culture where environmental care and safety are integral to business operations

10. CAUTIONARY STATEMENT:

The information, opinions, and forecasts contained in this report are provided in good faith; however, no assurance is given as to their fairness, accuracy, completeness, or correctness. Certain statements herein may be "forward-looking statements," including those relating to future expectations, projections, and forecasts, which are based on the managements current assumptions and understanding of prevailing circumstances.

These forward-looking statements are inherently subject to significant risks, uncertainties, and unforeseen factors. Actual results, performance, or events may differ materially from those expressed or implied due to changes in market conditions, regulatory developments, economic trends, or other factors beyond the Companys control.

Registered Office:	FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
304, Shoppers Plaza-V, Govt Servant Co-Op	OMKAR OVERSEAS LIMITED
Hsg Soc, Opp. Municipal Market, C.G. Road,
Navrangpura, Ahmedabad-380009 Gujarat
Date: September 1, 2026	Sd/-	Sd/-
	PARUL JOSHI	VIRAL RANPURA
	WHOLE TIME DIRECTOR	NON-EXECUTIVE DIRECTOR
	DIN: 06370561	DIN: 07177208