Omnitex Industries (India) Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 38^th Annual Report together with the Audited Financial Statement of the Companyforthefinancial 31 year ended ^st March, 2024.

1. FINANCIAL RESULTS

	2023-24	2022-23
	(Rs. in Lakhs)	(Rs. in Lakhs)
Revenue from Operation	169.52	34.05
Other Income	165.64	3.25
Profit / (Loss) before Financial Charges, Depreciation,	153.25	(12.69)
Exceptional Item, and Tax
Less Financial Charges	0.00	0.95
Depreciation	1.64	6.08
Profit / (Loss) before Exceptional Item, Tax expenses	151.61	(19.72)
Exceptional Item of Income	201.80	0.00
Profit / (Loss) before Tax expenses	353.41	(19.72)
Current Tax	0.00	0.00
Deferred Tax	30.60	0.00
MAT Credit Entitlement	(32.45)	0.00
Prior Period Adjustment for Taxes	0.00	0.97
Profit / (Loss) for the year	351.56	(20.69)
Other Comprehensive Income (Net of Taxes)	11,798.36	0.00
Profit / (Loss) after Tax	12,149.92	(20.69)
Add: Loss brought down from earlier year	(126.96)	(106.27)
Amount Carried to Reserves	0.00	0.00
Balance Profit / (Loss) carried to Balance Sheet	12,022.96	(126.96)

2. DIVIDEND

The Board of Directors in its prudence has not recommended payment of any dividend for the FY 2023-24. However, the Board of Directors of the Company has declared Interim Dividend at its meeting held on 7^th August, 2024 for the FY 2024-25 to the shareholders as on the record date (i.e. 20^th August, 2024) at Rs. 8 per equity share amounting to Rs. 336.33 Lakhs.

3. TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to reserves for the year under review.

4 . THE STATE OF COMPANYS AFFAIRS AND OUTLOOK

The business of the company has achieved a top line of Rs. 169.52 Lakhs as against Rs. 34.05 Lakhs in the previous year. Other Income has gone up substantially to Rs. 165.64 Lakhs from Rs. 3.25 Lakhs in the previous year. The increase is mainly on account of dividend received on shares of Strata Geosystems (India) Private Limited.

The Company has earned a profitafter tax of Rs. 351.56 Lakhs as against loss after tax of Rs. 20.69 Lakhs during the previous year. This is mainly on account of dividend income from Strata Geosystems (India) Private Limited and an exceptional income from Sale of property.

OCI Income (Net of Taxes) of Rs. 11,798.36 Lakhs is on account of fair valuation of investment in equity shares of Strata Geosystems (India) Private Limited.

During the year under review, there is no change in the nature of business.

5 . BOARD MEETINGS / COMMITTEE MEETINGS

(i) Board Meetings

Nine Board Meetings were held in the year 2023-24 and the gap between two Board Meetings did not exceed 120 days. The meetings were held on, 30^th May, 2023, 20^th June, 2023, 12^th July, 2023, 10^th August, 2023, 15^th August, 2023, 22^nd September, 2023, 25^th September, 2023, 10^th November, 2023 and 5^th February, 2024.

Particulars of attendance at the above meetings are:

Name of the Directors	No of Meeting entitled to attend	Board Meetings Attended During 2023-24
Mr. Ashok M. Bhawnani	9	9
Mr. Narendra Dalmia	9	9
Mr. Amit R. Dalmia	9	9
Mr. Durgaprasad S. Sabnis	9	9
Mr. J. Ramakrishnan	9	9
Ms. Meghna M Savla	9	9

(ii) Audit Committee

The composition of the Audit Committee is as under:

Name of the Member	Chairman / Member	No of Meeting entitled to attend	Meetings Attended During 2023-24
Mr. Amit R. Dalmia	Chairman	4	4
Mr. J. Ramakrishnan	Member	4	4
Ms. Meghna M Savla	Member	4	4

The Board has accepted all recommendations of Audit Committee.

Four meetings of the Audit Committee were held in the year 2023-24 on 30^th May, 2023, 10^th August, 2023, 10^th November 2023 and 5^th February, 2024.

(iii) Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is as under:

Name of the Member	Chairperson / Member	No of Meeting entitled to attend	Meetings Attended During 2023-24
Mr. Amit R. Dalmia	Chairman	1	1
Mr. Durgaprasad Sabnis	Member	1	1
Ms. Meghna M Savla	Member	1	1

One meeting of Nomination and Remuneration Committee was held in the year 2023-24 on 25^th September, 2023.

(iv) Stakeholder Relationship Committee / Share Transfer Committee

The composition of Stakeholder Relationship Committee is as under:

Name of the Member	Chairman / Member	No of Meeting entitled to attend	Meetings Attended During 2023-24
Mr. Durgaprasad Sabnis	Chairman	8	8
Mr. J. Ramakrishnan	Member	8	8
Ms. Meghna M Savla	Member	8	8

Eight meetings of Stakeholder Relationship Committee were held in the year 2023-24 on 19^th August, 2023, 8^th September, 2023, 16^th September, 2023, 10^th October, 2023, 18^th October, 2023, 16^th December, 2023, 22^nd February, 2024 and 1^st March, 2024.

(v) Independent Directors Meeting:

During the financial year 2023-24 one meeting of the Independent Directors was held on 5^th February, 2024 in which both the Independent Directors attended the meeting.

6. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

(i) in the preparation of the annual accounts, the applicable Indian Accounting Standards (Ind AS) read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; (ii) the Directors have 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 affairsof the Company at the end of the financial year and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the Directors have prepared the annual accounts on a going concern basis.

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) 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.

7. STATEMENT ON INDEPENDENT DIRECTORS

The declarations required under Section 149(7) of the Companies Act, 2013 from the Independent

Directors of the Company confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013, have been duly received by the Company along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment of Directors) Rules 2014. The independent directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management personnel. In the opinion of the

Board, there has been no change in the circumstances which may affect their status as Independent

Directors of the Company.

8. DISCLOSURE OF COMPANYS POLICY ON DIRECTORS, KMP APPOINTMENT & CRITERIA ETC.

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) of the Companies Act 2013 is furnished as Annexure "II" to this report. The said policy is also available on Companys website www.omnitex.com.

9. COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK

Statutory Auditor

The Notes on Financial Statements referred to in the Auditors report are self-explanatory. There are no qualifications, adverse remark or reservations in the Auditors report.

Secretarial Auditor

As required by Section 204 of the Act, 2013, the Secretarial Audit Report for the year 2023-24 for auditing the Secretarial and related records is attached herewith as Annexure "IV" to the Boards Report. There are no qualifications, adverse remark or reservations in the SecretarialAuditors report.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans

The Company has not given any loan during the current year and there is no loan outstanding as at 31^st March, 2024.

Guarantees

The Company has not given any Guarantees or provided any security during the current year and there is no outstanding guarantee / security as at 31^st March, 2024.

Investments

The Company has not made any fresh / additional investments during the current year except in the mutual funds. The Company continues to hold investments in the equity of Strata Geosystems (India) Private Limited amounting to Rs. 323.31 Lakhs (acquisition cost). Reference is invited to paragraph 12 below.

11. RELATED PARTY TRANSACTIONS

There were no transactions of sale, purchase or supply of materials; sale, disposal, purchase of property of any kind, leasing of property of any kind, availing or rendering of any services, appointment as agent, appointment to any office or place of profit, underwriting etc. with Related Parties within the meaning and scope of Section 188 of Companies Act, 2013. Thus the information pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Company was party to share subscription and purchase agreement executed on 20^th June, 2023 along with Hella Infra Market Private Limited (‘Infra Market), Glen Raven Technical Fabrics LLC, Strata Geosystems (India) Private Limited (‘SGIPL), and other shareholders of SGIPL. The Company has agreed to sell the investment of 7,45,098 equity shares of Strata Geosystems (India) Private Limited at a price of Rs. 1,722.25 per equity share amounting to total consideration of Rs. 12,832.45 Lakhs but the same was terminated due to failure by Infra Market to complete the proposed transaction within long stop date.

Further, the Company was holding 7,45,098 equity shares of Strata Geosystems (India) Private

Limited ("SGIPL") out of which the Company had tendered after the end of the year 12,241 equity shares of SGIPL in the buyback process at a price of Rs. 2,100 per equity share amounting to total consideration of Rs. 257.06 Lakhs. Post buyback the company is holding 7,32,857 equity shares of SGIPL.

Further, during the year the company has sold Unit No 317,318 & 319 at Tantia Jogani Industrial

Premises, Lower Parel, Mumbai 400 011 for a total consideration of Rs. 351.00 Lakhs.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO

Disclosures pertaining to Conservation of energy, technology absorption, are not applicable to your company during the year under review.

There was no foreign exchange inflow or outflow during the year under review.

14. RISK MANAGEMENT

The Company has identified two major areas with potential risk that may threaten the existence of the company.

(i) Investment risk

The Company is continuously monitoring the performance of the Strata Geosystems (India) Private Limited to ensure that the company has adequate time to take necessary precautions in the event of potential loss to its Investment.

(ii) Financial Risk

The Financial Risks are dealt with in the notes to the accounts.

15. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to your Company for the current year.

16. BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration Committee has carried out evaluation of performance of every Director. The Board has carried out an Annual performance evaluation of its own performance, of the Directors individually as well as evaluation of the working of its various Committees. The performance evaluation of Independent Director was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and Non-Independent Director was carried out by the Independent Director at their separate Meeting.

The Directors expressed their satisfaction with the evaluation process.

17. FAMILIARIZATION PROGRAMS OF INDEPENDENT DIRECTORS

Your Company has established familiarization and induction program. Further, at the time of the appointment of an Independent Director, the Company issues a Letter of appointment outlining his / her role, function, duties and responsibilities.

18. JOINT VENTURE / SUBSIDIARY / ASSOCIATE COMPANY

Company does not have any Subsidiary / Joint Venture / Associate company. Thus the provision of information in form AOC-1 is not applicable to the Company.

There were no companies which have become/ceased to be Subsidiaries, Joint Ventures and Associate Companies during the year.

19. DIRECTORS AND KMP

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Ashok Metharam Bhawnani (DIN: 00058344) is retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

Mr. Chaitanya Kulkarni was appointed for the position of Company Secretary and Compliance Officer w.e.f. 25^th September, 2023 in place of resigned Company Secretary and Compliance Officer, Ms. Karishma

Waghela.

20. DISCLOSURE PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF COMPANIES (APPOINTMENTS AND REMUNERATION) RULES 2014

(i) None of the Directors of the Company is drawing any remuneration other than sitting fees. Hence the information in respect of ratio of remuneration of each director to the median remuneration of employees etc., are not provided. Other information are:

I. Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Office During the financial year, there is no increase in remuneration drawn by the Chief Financial Officer and Company Secretary.

II. Percentage increase in median remuneration of each directors, CFO, CEO, CS or manager if any in the Financial Year: NIL

III. The percentage increase in the median remuneration of employees in the Financial Year: NIL IV. The No. of Permanent Employees on the roll of Company: 2

V. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration - No increase in remuneration the remuneration policy of the Company we affirm VI. Affirmation that the Company is paying remuneration as per the policy of the company.

(ii) As there were no employees drawing remuneration more than the limit prescribed under rule 5 of Companies (Appointments and Remuneration) Rules, 2014 as amended from time to time, the same information is not provided.

Statement showing the names of the top 10 employees in terms of remuneration drawn shall be provided on request.

21. AUDITORS

(i) Statutory Auditor

M/s. JMT & Associates, Chartered Accountants having Firm registration no. 104167W were appointed as Auditors of the Company in the 35th AGM of the Company held on 30th September 2021 for a term of 5 (Five) consecutive years i.e. upto the conclusion of AGM to be held in the year 2026.

The audit report of M/s. JMT & Associates, Chartered Accountants on the Financial Statements of the

Company for the financial year 2023-24 forms part of this report

(ii) Secretarial Auditor

M/s. JSD & ASSOCIATES, Practising Company Secretaries (Membership No. ACS 50447, CP No.

3479/2023 were appointed as Secretarial Auditor for the 18523)havingPeerReviewCertificate

Financial year 2023-24. Secretarial audit report as issued is annexed herewith as Annexure IV.

(iii) Cost Auditor

The appointment of cost auditor is not applicable to the company.

22. DEPOSITS

The Company has not accepted / renewed any deposits during the year and is also not carrying forward any deposits.

23. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND

COMPAN?S OPERATIONS IN FUTURE

No Significant and Material order was passed by any authority during the year under going concern status and companys operation in future.

24. INTERNAL FINANCIAL CONTROLS

M/s. A. S. Sureka & Associates Chartered Accountants, Mumbai were re-appointed as the Internal Auditors of the Company for the Financial Year 2023-24. Based on the reports of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthening the controls.

During the year under review, no material or serious observation has been received from the Internal

Auditors of the Company for inefficiency or inadequacy of such controls.

25. VIGIL MECHANISM

The Company has established a vigil mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of Employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of Companys employees and the Company. The Vigil Mechanism Policy is available on Companys Website www.omnitex.com.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as per Regulation 34 of SEBI (LODR) Regulations, 2015, is annexed to this Board Report as "Annexure III".

27. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The Board of Directors have complied with applicable Secretarial Standards as specified u/s. 118 of

Companies Act, 2013.

28. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on 31^st March, 2024 is available on the website of the Company at www.omnitex.com.

29. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT 2013.

The Company has in place a policy for prevention of Sexual Harassment at the Workplace in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, we report that, during 2023-24, no case has been reported under the said act.

30. CORPORATE GOVERNANCE REPORT

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of Listing Regulations shall not apply in respect of paid up share capital of the Company is not exceeding Rs. 10 Crores and Net worth is not exceeding Rs. 25 Crores as on the last day of previous financial year. In view of the above separate corporate governance report is not provided.

31. UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

As at 31^st March, 2024 there is no unpaid / unclaimed dividend and there are no shares to be transferred to the Investor Education & Protection Fund.

32. BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based on market capitalization (calculated as on 31^st March of previous financial year) shall provide Business Responsibility Report for the financial year 2023-24. The Company is outside the top thousand listed entities. In view of this, Business Responsibility Report is not applicable.

33. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider, which lays down the process for trading in securities of the Company by the Designated Persons and to regulate, monitor and report trading by the employees of the Company either on his / her own behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive Information. The aforementioned amended Code, as amended, is available on the website of the Company.

34. ISSUE OF SHARES ETC.

(i) The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

(ii) The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

(iii) The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

35. GENERAL DISCLOSURE:

(i) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

(ii) There are no applications made by or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

(iii) During the year under review, there were no instance of one-time settlement with banks or financial as enumerated under Rule 8(5)(xii) of Companies institutionsandhencethedifferences

(Accounts) Rules, 2014, as amended, do not arise.

Regulators, Courts, Tribunals impacting going concern (iv) NoSignificant status and status of companys operations in future.

(v) During the year under review there are no shares in the demat suspense account or unclaimed suspense account of the Company.

36. LISTING WITH STOCK EXCHANGE:

The Companys Equity Shares are listed at BSE Limited with script code 514324. The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 and 2024-25 to BSE where the Companys Shares are listed.

37. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of the Company for their continued support and co-operation.