Omnitech Engineering Ltd Directors Report

Consequently, the Corporate Identity Number (CIN) of the Company was changed pursuant to the alteration of the Main Object Clause FROM Corporate Identity Number: U29306GJ2021PLC124801 TO

U26100GJ2021PLC124801.

6. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES ON STOCK EXCHANGES:

The Company, pursuant to the Special Resolution passed by the Members at the Extra-Ordinary General Meeting held on May 16, 2025, approved the raising of funds through an Initial Public Offer ("IPO") comprising a Fresh Issue of Equity Shares and an Offer for Sale ("OFS") by the existing shareholders of the Company, for an aggregate amount as may be determined in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") and other applicable laws.

Subsequently, the Company filed its Draft Red Herring Prospectus ("DRHP") with the Securities and Exchange Board of India ("SEBI"), BSE Limited and National Stock Exchange of India Limited in connection with the proposed IPO.

During the year under review, the Company further proceeded with the IPO process and filed its Red Herring Prospectus ("RHP") dated February 18, 2026 and the Prospectus dated February 27, 2026 with the Registrar of Companies, Gujarat at Ahmedabad and the Stock Exchanges, in accordance with the applicable regulatory requirements.

The IPO comprised of the Fresh Issue of 18,416,340 Equity Shares, aggregating to Rs. 4,180.00 million, and an Offer for Sale of 7,268,722 Equity Shares, aggregating

to Rs. 1,650.00 million, by the existing Promoter Selling Shareholder.

The Equity Shares of the Company were subsequently listed on BSE Limited and National Stock Exchange of India Limited with effect from March 5, 2026. The listing of the Equity Shares marks a significant milestone for the Company and provides the Company with access to the capital markets and a broader investor base.

7. SHARE CAPITAL:

The paid-up share capital of the Company as on March 31, 2026 was Rs. 61,83,30,100/- (Rupees Sixty-One Crore Eighty-Three Lakh Thirty Thousand One Hundred Only) divided into 12,36,66,020 (Twelve Crore Thirty-Six Lakh Sixty-Six Thousand Twenty) Equity Shares of Rs. 5/- (Rupees Five Only) each.

During the reporting period, the following changes were made in the capital structure of the Company:

Initial Public Offering (IPO)

During the year under review, the Company, made an Initial Public Offering ("IPO") comprising a Fresh Issue of 18,416,340 Equity Shares of face value of Rs. 5/- each, aggregating to Rs. 4,180.00 million, and an Offer for Sale ("OFS") of 7,268,722 Equity Shares of face value of Rs. 5/- each, aggregating to Rs. 1,650.00 million by the Promoter Selling Shareholder. The Prospectus of the Company was filed with the Registrar of Companies, Gujarat at Ahmedabad on February 27, 2026.

Pursuant to the Fresh Issue under the IPO, the paid-up equity share capital of the Company increased from Rs. 52,62,48,400/- to Rs. 61,83,30,100/-. The Offer for Sale consisted of existing Equity Shares offered by the Promoter Selling Shareholder and, accordingly, did not result in any change in the paid-up equity share capital of the Company. The Equity Shares of the Company were subsequently listed on BSE Limited and National Stock Exchange of India Limited with effect from March 5, 2026.

8. ANNUAL RETURN:

9. BOARD MEETINGS:

During the year under report, 18 Meetings of the Board of Directors of the Company were held. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

10. AUDIT COMMITTEE:

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which is a part of this report.

11. NOMINATION AND REMUNERATION COMMITTEE:

The details pertaining to composition of Nomination & Remuneration Committee are included in the Corporate Governance Report, which is a part of this report.

12. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate Governance Report, which is a part of this report.

13. RISK MANAGEMENT COMMITTEE:

The Company has formulated and adopted a Risk Management Policy to identify, assess, monitor and mitigate various risks that may impact its business and operations. The Policy provides a framework for effective identification and management of risks and for taking appropriate measures to minimise their potential impact.

The Company periodically reviews key risks across operational, financial, technological, regulatory and other relevant areas and takes appropriate measures for their mitigation. The Board of Directors oversees the overall risk management framework of the Company and ensures that appropriate processes and controls are in place.

As the Company does not fall within the prescribed criteria of the top 1,000 listed entities by market capitalisation, constitution of a Risk Management Committee under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not presently applicable to the Company.

IPO Committee and Independent Directors Committee:

The IPO Committee and the Independent Directors Committee were constituted specifically in connection with the Companys Initial Public Offering ("IPO") pursuant to the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"). Upon successful completion of the IPO and listing of the Companys equity shares on March 5, 2026, on BSE Limited and the National Stock Exchange of India Limited, the purpose for which the Committees were constituted was fulfilled. Accordingly, the IPO Committee and Independent Directors Committee were discontinued with effect from March 31, 2026.

14. BOARDS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

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 and of the profit of the company for that year;

c) the directors had taken proper and sufficient care to the best of their knowledge and ability 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 annual accounts on a going concern basis;

e) Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws, rules, regulations and such systems were adequate and operating effectively;

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, statutory and Secretarial Auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025-26.

15. RELATED PARTY TRANSACTIONS:

During the year under report, the Company has entered into transactions with related parties for sale of goods and for other transactions. The said transactions were carried on at arms length price and in the ordinary course of business, and hence do not fall within purview of Section 188(1) of the Companies Act 2013. However, the company has provided voluntarily information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and attached to this report as "ANNEXURE I".

16. STATUTORY AUDITOR AND AUDITORS REPORT:

M/s. Dhirubhai Shah & Co. LLP, Chartered Accountants (Firm Registration No. 102511W/W100298), Ahmedabad

has been appointed as the statutory auditor of the company for a term of 5 years, to hold office till the conclusion of AGM to be held in the year 2029 (for the financial year 2028-29).

The company had also received confirmation from M/s. Dhirubhai Shah & Co. LLP that they are eligible and not disqualified under section 141 of the Companies Act, 2013 and the Rules framed thereunder, for being appointed as the Auditors of the Company.

Further, in terms of Section 143(3)(i) of the Companies Act, 2013 read with Rule 10A of the Companies (Audit and Auditors) Rules, 2014, Auditors have reported that the Company has adequate internal financial controls system and such system is having operating effectiveness.

The Auditors Report along with financial statements and all its annexures forming part thereof for the financial year ended March 31, 2026 forms part of this Report as "ANNEXURE II" and same does not contain any qualification, reservation or adverse remark.

17. SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules framed thereunder, the Board has appointed CS Purvi Dave, Partner, MJP Associates, Practicing Company Secretaries, Rajkot as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for the FY 2025-26.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the Financial Year ended on March 31, 2026 is attached to the Directors Report as "ANNEXURE III". Secretarial Auditor has observed that, the renewal of the factory license regards to Factory situated at Plot No./S.R. No. 67/P, Plot No. 2 to 10 Padavala, Kotda Sangani, is under process as on March 31, 2026. The Board would like to clarify that the process is already started, and the Company will receive renewed license very soon. There are no other remarks by the Secretarial Auditors.

18. INTERNAL AUDIT:

The Company has, over the years, implemented proper and adequate systems of internal control across all areas of its operations. The Company has taken various measures to strengthen IT and data security and to improve its Human Resources functions, including departmental mapping and assessment of manpower requirements for each department. The Internal Audit of the Company for the period from April 1, 2025 to March 31, 2026 was carried out by M/s. Shah & Shah, Chartered Accountants.

19. COST AUDITOR & COST AUDIT REPORTS:

In terms of provisions of Section 148(3) of the Companies Act, 2013 and Rule 6(2) of the Companies (Cost records and Audit Rules), 2014, M/s. Tadhani & Co., Cost Accountants (Firm Registration No. 003635) as the Cost

Auditors of the Company has been appointed to conduct Audit of Cost Records maintained by the Company for Financial Year 2025-26. The Board had approved Cost Audit Report for the Financial Year 2024-25.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your company is increasingly using information technology in its business operations and promotes conservation of energy and resources.

Energy Conservation:

23. DETAILS OF BOARD OF DIRECTORS:

As on March 31, 2026, the Board of Directors comprised of the following Directors:

NOTE : Mrs. Indumati Arunbhai Parekh (DIN: 09281779) ceased to be a Non-Executive Director and consequently ceased to be a Member of respective Committees constituted by the Company w.e.f. May 3, 2025.

Further, the Company has received declaration under Section 149 (7) of the Companies Act, 2013 from all Independent Directors, that they meet criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015 AND also confirmed that all independent directors are registered in the independent directors databank maintained by Indian Institute of Corporate Affairs as per rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

24. KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

1. Mr. Udaykumar Arunkumar Parekh, Chairman & Managing Director (DIN : 01635339)

2. Mr. Paras Mukundrai Parekh, Whole-time Director & CFO (DIN : 07761048)

3. Ms. Bhoomi Manharbhai Vadhavana, Company Secretary & Compliance Officer (ICSI Membership No. ACS-54468)

25. BOARD EVALUATION:

In accordance with provisions of Section 178, the criteria of evaluation are set by the Company.

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of all the Directors individually and the Chairman.

The performance evaluation of Committees was carried out by the Board after seeking inputs from the committee members, on the basis of the criteria such as structure and composition of Committees, fulfilment of the functions assigned to Committees

A Separate exercise was carried out by Nomination and Remuneration Committee of the Board to evaluate the performance of individual directors.

The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The Performance evaluation of the Chairman was also carried out by the Independent Directors, taking into account the views of Executive Directors.

The performance evaluation of Independent Directors was carried out by the Board of Directors based on various factors such as attendance at the Board and Committee Meetings, qualification, experience, ability to function as a team, commitment, roles performed and understanding of industry.

26. CREDIT RATING:

27. VIGIL MECHANISM

The Company is committed to highest standards of professionalism, honesty, integrity, transparency and ethical behavior. Pursuant to the provisions of Section 177(9) & 177(10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the Policy on Vigil mechanism/Whistle Blower which provides mechanism to its Directors, employees and other stakeholders to raise concerns about any wrongdoing in the Company and provide for adequate safeguards against victimization of employees and other persons who avail this mechanism.

The mechanism under the policy has been appropriately

communicated within the organization. The Audit Committee of the Board shall review the functioning and implementation of the Whistle Blower mechanism, on timely basis.

28. PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration of more than Rs. 8.5 Lacs per month or 1.02 crore per annum except the Board Member as tabled below, as prescribed in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

29. EMPLOYEE STOCK OPTION PLAN 2025:

The Board of Directors had approved the "Omnitech Engineering Limited Employee Stock Option Plan 2025" ("ESOP 2025") at its Meeting held on May 3, 2025. The ESOP 2025 was subsequently approved by the Members of the Company at the Extra- Ordinary General Meeting held on May 16, 2025 and the Nomination and Remuneration Committee on May 16, 2025.

However, no Employee Stock Options were granted under the ESOP 2025 during the financial year 202526 and, consequently, no shares were issued or allotted pursuant thereto. Accordingly, no disclosures are required to be made under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 in respect of the ESOP 2025 for the financial year under Report.

30. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards including amendments thereof in the Financial Year 2025-26 as issued by the Institute of Company Secretaries of India (ICSI).

31. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, pursuant to the provisions of section 125(2) of the Companies Act, 2013, the company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by Central Government of India.

32. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

As at March 31, 2026, the Company had one Wholly-owned Subsidiary i.e. Omnitech Group, Inc., incorporated outside India.

Further, the Company has not entered into any Joint Venture, the Company has a subsidiary Company, Novatro Techsolutions Private Limited in which the Omnitech Engineering Limited has Shareholding of 76.00% during the year under report. The details of subsidiary is disclosed in Form AOC-1 annexed to this report as "ANNEXURE V".

As at March 31, 2026, the company had following subsidiary companies:

The details of subsidiaries are disclosed in Form AOC-1 annexed to this report.

33. DISCLOSURES UNDER THE MATERNITY BENEFIT ACT, 1961

The Company complies with the provisions of the Maternity Benefit Act, 1961, and will grant maternity leave to all eligible women employees, upon request, in accordance with the Act.

34. OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER:

1. There have been no material changes/ 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 on report;

2. The Directors have submitted the disclosure of interest as per section 184 read with applicable Rules of the Companies Act, 2013 in the format Form MBP-1.

3. During the year under review your company has not accepted the deposit from the public under section 73 to 76 of the Companies Act, 2013 and the rules made thereunder;

4. No significant or material orders were passed by the Regulators or courts or tribunals which impact the going concern status and companys operations in future;

5. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The company has in place a policy for prevention, prohibition and redressal of Sexual Harassment at workplace. Appropriate mechanisms are in place for protection against sexual harassment and right to work with dignity.

(a) The company has 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:

(i) Number of Sexual Harassment

Complaints received: No such case(s) received/reported during the Reporting period

(ii) Number of Sexual Harassment

Complaints disposed off: Not Applicable during the reporting period.

(iii) Number of Sexual Harassment

Complaints pending beyond 90 days: No such case(s) received/reported during the Reporting period

6. There have been no instances of any revision in the Boards Report or the financial statement; hence disclosure under Section 131(1) of the Act is not required;

7. The Company has not issued any shares to any employee, under any specific scheme, and hence, disclosures under Section 67(3) are not required to be made;

8. The Company has not paid any commission to any of its Directors and hence, provision of disclosure of commission paid to any Director as mentioned in Section 197(14) is not required to disclose;

9. The company had not issued any shares with differential voting rights or Sweat Equity shares during the year under Report;

10. There are no application made under the Insolvency and Bankruptcy Code, 2016, during the year under Report, and therefore no such details are required to be given;

11. There are no instances of any One Time Settlement with any Bank, and therefore, details of difference between the 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, are not required to be given.

ACKNOWLEDGEMENT:

Your directors put on record their whole hearted gratitude to Government authorities, bankers, employees of the Company and other stakeholders for their sincere co-operation, hard work, solidarity, dedication and efforts towards the Company.