Omkar Pharmachem Ltd Directors Report

BOARDS REPORT

To

The Members of

Omkar Pharmachem Limited

The Directors of your Company have pleasure in presenting their Thirty First (31st) Annual Report on the business and operations of the Company along with Audited financial statements for the financial year ended 31st March 2026.

Financial Summary:

A summary of the financial performance of the Company on a standalone and consolidated basis for the financial year ended March 31, 2026, is given below:

		Amount in Lakhs]
Particulars	Current Financial Year	Previous Financial Year
	(2025-26)	(2024-25)
Total Income	47.24	54.22
Total Expenses except depreciation	30.63	26.71
Profit/(Loss) Before Depreciation & Tax	16.61	27.51
Depreciation	0.33	0.51
Profit /Loss before tax Expenses	16.28	27.00
Current Tax	1.10	0.00
Deferred Tax	3.00	6.91
Profit/Loss for the Year	12.18	20.09
EPS (Basic and Diluted)	0.12	0.20

Summary of Operations and State of Companys Affairs:

During the period under review, the company has recorded Total Revenue of Rs 47.24 Lacs as compared to the Total Revenue of previous year of Rs. 54.22 Lacs.

The Total profit after Tax during the reporting period was 12.18 Lacs.

However, management of the Company is trying their level best to get some more business projects and having continuous watch on market trends.

Dividend:

During the year under review, your Board does not recommend any dividend and wishes to plough back the profits.

Material Changes And Commitment If Any Affecting The Financial Position Of The Company Occurred Between The End Of The Financial Year To Which This Financial Statements Relate And The Date Of The Report:

There are no material changes or commitments affecting the financial position of the Company between the end of the financial year to which this financial statement relates and the date of this report.

Transfer to Reserves:

The board of Directors of your company, has decided not to transfer any amount to the reserves for the year under review.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The provisions relating to transferring any amounts to the Investor Education and Protection Fund is not applicable to the Company during the year under review.

Annual Return:

The Annual Return of the Company in the Form MGT-7 in accordance with Section 92(3) and 134(3)(9) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://omkarpharmachem.co.in/Doc/Annual_Return/Annual_Return_31st_March_2025.pdf

Change in Nature of Business:

There was no change in the nature of the business of the Company during the year under review.

Board Meetings:

Total Nine (9) Board Meetings were held during the year under review. The complete details of meeting and the attendance of the Directors are mentioned in Corporate Governance Report.

Committee Meetings:

During the financial year 2025-26, various committee meetings were held. For details of these Committee meetings, please refer to the section on Corporate Governance of this annual report.

Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 and based on the report from your Directors the operating Management confirms that;

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 affair so the company at the end of the financial year and of the Profit 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 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 are operating effectively;

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

Management Discussion and Analysis Report:

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015 with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report as Annexure-A

Companys Policy Relating to Directors Appointment, Payment of Remuneration and Discharge of their Duties:

The Companys policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) and 178(4) of the Companies Act, 2013 is maintained by Company. Accordingly, Board based on the recommendation of the Nomination and Remuneration Committee has formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. There has been no change in the Nomination and Remuneration Policy of the Company during the year. The Nomination and Remuneration Policy of your Company is available on companys website https:// omkarpharmachem.co.in/ Doc/April_2021/Nomination%20And%20Remuneration%20Policy.pdf

Particulars of the Employee:

The Information required under section 197 of the Act read with rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 are given below:

a. No remuneration was paid to the Directors; hence there is no such ratio of the remuneration of each director to the median remuneration of the employee of the Company.

b. No remuneration was paid to the Directors, therefore the details of the percentage increase in remuneration of each director does not arise. There was increase in salary of Chief Financial Officer of the Company w.e.f. 01.04.2025 from Rs. 48400/- p.m. to Rs. 55660/- p.m. (15% increase). There is no change in salary of Company Secretary & remains at Rs. 95834 p.m.

c. The percentage increase in the median remuneration of the employees in the financial year is 12.48%

d. The number of permanent employees on the rolls of the Company is 4 as on 31st March 2026.

e. Average percentile increase in the salaries of employees other than the managerial personnel in the financial year

is 17.29% but as there is no managerial remuneration during the year 2025-26, therefore comparison with the percentile increase in the managerial remuneration is not applicable:

f. Your Directors affirm that the remuneration paid to the employees and to Key Managerial Personnel was as per remuneration policy of the Company.

g. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as follows:

Employee Name	Desig nation	Qualifi cation	Employment Type	Experience	Date of Joining	Age	Remuneration	Last EmploymentHeld
Pankaj Singh	Company Secretary	Company Secretary	Permanent	11 Years	18/01/2025	38	Rs. 11,63,008/-	Rydak Syndicate Limited
Arun Kumar	Chief Financial Officer	CA-Inter	Permanent	17 Years	23.12.2023	47	Rs. 6,83,420/-	Aroma Associates Pvt Ltd
Mahesh Patani	Clerk	B.Com.	Permanent	28 years as clerk	01.04.2001	52	Rs.1,38,000/-	Mitesh P Vora & Co.
Mukesh Shah	Peon	11th	Permanent	10-years own small business &26 years as peon	*01.09.2016	63	Rs.76,500/-	Ketan Book Store
Rasik bhai Dafda	Peon	9th Std.	Permanent	38 years as watchman & peon	01.01.2026	58	Rs. 25,500	Nutan Vastra Bhandar

* Mr. Mukesh Shah has resigned w.e.f 31.12.2025

Further, There were no employee in the Company who was paid salary exceeding Rs. 1,02,00,000 per annum or Rs. 8,50,000/- per month and in excess of that drawn by the managing Director or Whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

Furthermore, none of employees are related to any director or manager of the Company.

Particulars of Loans, Guarantees or Investments Made Under Section 186 of the Companies Act, 2013:

During the year under review, your company has not given any loans or guarantees or made any investments pursuant to provisions of section 186 of the Act.

Particulars of Contracts or Arrangements Made with Related Parties:

There are no contracts or arrangements with related parties referred to in sub section (1) of Section 188 of Companies Act, 2013 during the year under report.

Further, related party transaction disclosure in accordance with the requirement of IND-AS has been disclosed in notes section of financial statement.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Conservation of energy:

The disclosure required in Section 134(3) (m) of the Companies Act, 2013 are as follows:

a) Conservation of energy: There is no conservation of energy during the year under review.

b) Technology absorption: There is no technology absorption during the year under review.

c) Foreign exchange earnings and outgo: The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: NIL

Corporate Social Responsibility:

The provisions of corporate social responsibility are not applicable to your Company during the year under review.

Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of 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 a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Directors, Key Managerial Person (KMP) and Independent Director:

The Company has a professional Board with Executive Directors & Non-Executive Directors who bring the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices.

As per the Provision of the Companies Act, 2013 Mr. Parminder Sharma, who retires by rotation at the ensuing Annual General Meeting and being eligible, seeks reappointment. The Nomination and Remuneration Committee recommends his re-appointment. The brief profile of Mr. Parminder Sharma, and other related information has been detailed in the notes part of Notice of Annual General Meeting.

As on 31st March 2026 the company has Mr. Bhawani S Goyal, Mr. Parminder Sharma, Mr. Anupam Kumar Mishra and Mrs. Surjeet Kaur as directors on its Board.

Mrs. Mamta Pachauri has ceased to be associated with the Company with effect from the close of business hours on 28th June, 2025 due to completion of two consecutive terms of five years each as an Independent Director of the Company.

Mr. Janak Raj Sharma has ceased to be associated with the Company with effect from the close of business hours on 12th February, 2026 due to completion of two consecutive terms of five years each as an Independent Director of the Company.

Mrs. Surjeet Kaur has been appointed as Non-Executive Independent Director w.e.f 28th June 2025.

Mr. Anupam Kumar Mishra has been appointed as Non-Executive Independent Director w.e.f 27th August 2025.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026 are:

Mr. Bhawani S Goyal	Managing Director
Mr. Arun Kumar	Chief Financial officer
Mr. Pankaj Singh	Company Secretary

All the independent directors have submitted the Statement on declaration that they qualify the criteria of independence as mentioned under sub-section (6) of section 149 of the Companies Act, 2013 and Reg. 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 amended thereof and they have also complied with the code for Independent directors prescribed in Schedule IV to the Act.

The Board of Directors is of the opinion that the Independent Directors of your Company possess requisite qualifications, experience, expertise (including proficiency) and they hold the highest standards of integrity that enables them to discharge their duties as the Independent Directors of your Company. Further, in compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs.

Details of significant and material orders passed by the Regulators, Courts and Tribunals:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and companys operations in future.

The details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company has an adequate system of Internal Financial Control commensurate with its size and scale of operations, procedures and policies, ensuring efficient and orderly conduct of its business, including adherence to the Companys policy, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has adequate Internal Financial Control System that is operating effectively during the year under review.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,2013:

The requirement to constitute Internal Complaints Committee (ICC) is not applicable on the company during the year under review.

Further Details of Complaints are as follows:

a. Number of complaints of Sexual Harassment received in the Year	NIL
b. Number of Complaints disposed off during the year	NIL
c. Number of cases pending for more than ninety days	NIL

Vigil mechanism / Whistle Blower Policy:

Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunder and the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism for directors and employees to report genuine concerns about any instance of any irregularity, unethical practice and/or misconduct. The Details of the Vigil policy is explained in the Corporate Governance Report.

Risk Management:

The provisions of Regulation 21 of SEBI (Listing Obligations and disclosures requirements) Regulations, 2015 is not applicable on the company during the year under review, so the Company is not mandatorily required to constitute Risk Management Committee.

Further our Company has laid down procedure to inform Board Members about the risk assessment and minimization procedures. These procedures are being periodically reviewed to ensure that management controls risk through the means of properly defined framework of the Company. The Audit committee has an additional oversight on the financial risks and controls.

Share Capital:

During the year there is no change in the share capital of the company. Further the Company has not issued shares with differential voting rights, neither granted stock options nor sweat equity and no shares were bought back during the year under review.

Share Registrar & Transfer Agent:

Alankit Assignments Limited ("Aal"), a SEBI registered Registrar & Transfer Agent ("RTA") is continued to be the Companys RTA. The contact detail of Aal is mentioned in the Report on Corporate Governance.

Statutory Auditors:

M/s Dipal R. Shah & Co, Chartered Accountants (Firm Registration No-126576W) were appointed as Statutory Auditors of your Company at the 29th Annual General Meeting held on 30th September, 2024, for five consecutive years i.e. from the conclusion of this Annual General Meeting till the conclusion of 34th Annual General Meeting to be held in the calendar year 2029.

M/s Dipal R. Shah & Co, Chartered Accountants continued to be the Statutory Auditor of the company.

Secretarial Auditor:

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) read with applicable provisions of the Companies Act, 2013, as amended, and based on the recommendation(s) of the Audit Committee, the Members of the Company at the Annual General Meeting held on 24th September, 2025 approved the appointment of M/s. Maulik Bhavsar and Associates, Company Secretaries, a Peer reviewed Firm, (Peer review No-2180/2022) having C.P. No. 11591 and Membership No-11139) as Secretarial Auditors of the Company to conduct secretarial audit for a period of 5 (Five) years commencing from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report for the Financial Year ended 31st March, 2026 is given in form MR-3 as required under the companies Act, 2013, rules made there under and also amended regulation 24A of SEBI (Listing Obligations and Discloser requirements) Regulations, 2015 is annexed herewith and marked as "Annexure - B".

Internal Auditor:

M/s. V.R. Gopani & Co., Chartered Accountants, continued to be the Internal Auditor of the company.

Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by The Auditors:

Statutory Auditors Report, and Secretarial Auditors Report do not contain any qualification, reservation or adverse remarks.

Corporate Governance Report:

Pursuant to Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a section on Corporate Governance is set out in the Annexure-C forming part of this Annual Report.

Certificate by Managing Director and Chief Financial Officer:

A compliance certificate by Managing Director and Chief Financial Officer as required by Regulation 17(8) of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015 is attached with report as Annexure-D.

Details of Holding/Subsidiary/ Associate Companies/Joint Venture:

Your Company does not have any Holding/Subsidiary/Associate Companies or Joint Venture.

Deposit:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and no deposits are subsisting as on date.

Reporting Of Fraud By The Auditor:

In terms of Section 134 (3) (ca) report by the Board of Directors is required to include the details in respect of frauds reported by auditors under sub-section 12 of section 143 other than those which are reportable to the Central Government. No such fraud was reported by the auditor.

Secretarial Standards:

During the year under review, Company has complied with all the applicable provisions of secretarial standards issued by the Institute of Company Secretaries of India.

Cost Records and Cost Audit;

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Certificate on Corporate Governance:

As required by Listing Obligations and Disclosure Requirements (LODR) Regulations 2015, certificate on corporate Governance issued by Practicing Company Secretary i.e. M/s Maulik Bhavsar & Associates is enclosed as "Annexure E" to the boards report, Certificate does not contain any qualification, reservation or adverse remark.

Business Responsibility Report:

Provisions of Business Responsibility Report are not applicable to the Company during the year under review.

Indian Accounting Standards:

The financial statements for the financial year 2025-26 have been prepared in accordance with the applicable Indian Accounting Standards (IND-AS).

Proceeding pending under Insolvency and Bankruptcy Code, 2016:

There is no proceeding pending or no Application made under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Difference in Valuation in case of Loan Taken from the Bank or Financial Institutions:

During the reporting period the company has neither accepted nor repaid any loan from any Bank or Financial Institutions.

Compliance with the Maternity Benefit Act, 1961

During the year under review the provisions relating to Maternity Benefit Act is not applicable on the company.

Acknowledgement:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels.

	For and on behalf of the Board of Directors
	For Omkar Pharmachem Limited
	Sd/-	Sd/-
	(Bhawani S Goyal)	(Parminder Sharma)
	Managing Director	Director
	DIN-03255804	DIN-00176300
	Address:-	Address:-
	Ward No-03,	House No. 65, I Block,
	Nangal Chaudhry,	Near Gurudwara Kutia Sahib,
Date : 31st August, 2026	Mahendragarh,	B.R.S. Nagar
Place : Ahmedabad	Haryana-123023	Ludhiana-141012, Punjab.