Omnitex Industries India Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 40th Annual Report together with the Audited Financial Statement of the Company for the financial year ended 31st March, 2026.

1. FINANCIAL RESULTS

	2025-26	2024-25
	(Rs. in Lakhs)	(Rs. in Lakhs)
Revenue from Operation	421.83	318.56
Other Income	265.24	222.65
Total Income	687.07	541.21
Less: Purchase of Stock in Trade	420.81	314.09
Employee Benefits Expense	34.33	3.62
Financial Charges	0.00	0.00
Depreciation	0.04	0.00
Other Expenses	45.09	15.83
Total Expenses	500.27	333.54
Profit / (Loss) before Exceptional Item, Tax expenses	186.80	207.67
Exceptional Item of Income	0.00	0.00
Profit / (Loss) before Tax expenses	186.80	207.67
Current Tax	69.70	(2823.83)
Deferred Tax	(30.84)	2742.09
MAT Credit Entitlement	0.00	0.00
Prior Period Adjustment for Taxes	2.83	(1.22)
Profit / (Loss) after Tax	145.11	124.71
Other Comprehensive Income (Net of Taxes)	-	5,076.12
Total Comprehensive Income for the year	145.11	5,200.83
Add: Profit / (Loss) brought down from earlier year	16,867.46	12,022.96
Amount Carried to Reserves	-	20.00
Interim Dividend	-	336.33
Balance Profit / (Loss) carried to Balance Sheet	17,012.57	16,867.46

2. DIVIDEND

Your directors do not recommend any dividend for the financial year ended 31st March, 2026. Further, no amount of dividend was required to be transferred to IEPF.

3. TRANSFER TO RESERVES

During the year no amount has been transferred to General Reserve.

4 . THE STATE OF COMPANYS AFFAIRS AND OUTLOOK

The business of the company has achieved a top line of Rs. 421.83 lakhs as against Rs. 318.56 lakhs in the previous year. Other Income has gone up to Rs. 265.24 lakhs from Rs. 222.65 lakhs in the previous year.

The Company has earned a profit after tax of Rs. 145.11 lakhs as against the profit after tax of Rs. 124.71 lakhs during the previous year. The previous years profit includes exceptional income on account of profit on sale of property of Rs. 201.80 lakhs. OCI Income (Net of Taxes) is NIL as against Rs. 5,076.12 lakhs for previous year.

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

5 . BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 31, 2026, the Board of Directors (the Board) of the company comprises of 4 (four) Directors which are as follows:

Sr. No. Name of the Director	Designation
1. Mr. Shyam Bagrodia	Managing Director
2. Mr. Neeraj Gupta	Non-Executive Director
3. Mr. Bhavik Shah	Independent Director
4. Mrs. Meghna Gala	Independent Director

Changes in the Board Composition:

During the financial year under review:

- the Board in its meeting held on May 13, 2025 has approved the appointment of Mr. Neeraj Gupta (DIN: 00317395) as Additional (Non- Executive) Non-Independent Director of the Company. - the members of the Company in its meeting held on September 30, 2025, has approved the appointment of Mr. Neeraj Gupta (DIN: 00317395) as Non-Executive Non-Independent Director of the Company.

- Mr. Shyam Bagrodia (DIN: 00812394) was appointed as additional director and managing director of the Company w.e.f. October 9, 2025

- Mr. J. Ramakrishnan (DIN: 02598332) ceased to be a Director of the Company w.e.f. October 9, 2025 due to other personal commitments.

- Mr. Ashok Bhawnani (DIN: 00058344) and Mr. Durgaprasad Subhash Sabnis (DIN: 06607953) ceased to be a Director of the Company w.e.f. November 7, 2025 on account of personal commitments/reasons.

- Mr. Kusshal Ambbala ceased to be a Chief Financial Officer (CFO) of the Company w.e.f. November 7, 2025 on account of personal commitments/reasons.

- Mr. Deepak Berry was appointed for the post of Chief Financial Officer (CFO) of the Company w.e.f. November 7, 2025.

- Mr. Chaitanya Kulkarni ceased to be a Company Secretary and Compliance Officer of the Company w.e.f. January 23, 2026.

Appointment and Re-Appointment of Directors:

The following Directors are proposed to be appointed/re-appointed at the ensuing AGM, the brief details of which are mentioned in the Notice of 40 th AGM forming part of this Annual Report:

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014 and in accordance with the Articles of Association of the Company, Mr. Neeraj Gupta (DIN: 00317395), who retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM.

KEY MANAGERIAL PERSONNEL (KMP):

Pursuant to the provisions of Section 2(51) and Section 203 of the Act, the following are KMPs of the Company as on March 31, 2026:

Sr. No. Name of the Director	Designation
1. Mr. Shyam Bagrodia	Managing Director
2. Mr. Deepak Berry	Chief Financial Officer (CFO)

During the financial year under review:

- Mr. Chaitanya Kulkarni resigned from his position as Company Secretary and Compliance Officer of the Company, due to personal reasons w.e.f. close of business hours on January 23, 2026.

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 affairs of 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 care for the maintenance of adequate accounting 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 I 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 2025-26 for auditing the Secretarial and related records is attached herewith as Annexure II to the Boards Report. There are no qualifications, adverse remark or reservations in the Secretarial Auditors 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, 2026.

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, 2026.

Investments

During the year under review, the Company pursuant to securities subscription agreement and shareholders agreement dated June 13, 2025, made an investment in equity and compulsorily convertible preference shares of Blue Energy Motors Limited for an aggregate consideration up to Rs. 170 Crores.

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. 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 furnished as Annexure III.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF

THE COMPANY

No material changes and commitments have occurred from the date of close of the financial year till the date of this Integrated Report, which might affect the financial position of the Company.

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 Blue Energy Motors 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.

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 Officer, Company Secretary or Manager, if any, in the financial year:

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

VI. Affirmation that the remuneration is as per the remuneration policy of the Company we affirm 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 35 th AGM of the Company held on 30 th September 2021 for a term of 5 (Five) consecutive years i.e. upto the conclusion of AGM to be held in the year 2026.

Accordingly, the term of office of M/s. JMT & Associates, Chartered Accountants, as Statutory Auditors of the Company shall conclude at this Annual General Meeting. The Board of Directors places on record its appreciation for the professional services rendered by them during their tenure.

Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on 4 th September, 2026, approved the appointment of M/s. Vora & Associates, Chartered Accountants LLP (Firm Registration No. 111612W) as the Statutory Auditors of the Company for a term of five (5) consecutive years commencing from April 1, 2026, to hold office from the conclusion of the 40 th Annual General Meeting until the conclusion of the 45 th Annual General Meeting of the Company, subject to the approval of the Members at the 40 th Annual General Meeting.

The audit report of M/s. JMT & Associates, Chartered Accountants on the Financial Statements of the Company for the financial year 2025-26 forms part of this report.

(ii) Secretarial Auditor

M/s. JSD & ASSOCIATES, Practicing Company Secretaries (Membership No. ACS 50447, CP No. 18523) having Peer Review Certificate No.: 3479/2023 were appointed as Secretarial Auditor for the Financial year 2025-26. Secretarial audit report as issued is annexed herewith as Annexure II .

(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 COMPANYS OPERATIONS IN FUTURE

No Significant and Material order was passed by any authority during the year under review impacting the 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 2025-26. 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 IV .

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, 2026 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 2025-26, no case has been reported under the said act.

30. CORPORATE GOVERNANCE REPORT

Corporate Governance provisions as stated in the Regulation 15(2) of SEBI Listing Regulations was not applicable to the Company for the financial year ended March 31, 2025, however, upon increase in comprehensive income of the Company, the Networth of the Company exceeded the threshold limit of Rs. 25 Crores, therefore the compliance with respect to Corporate Governance provisions becomes applicable to the Company. The Company was required to comply with the provisions of 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V within 6 (Six) months from the date it become applicable. Accordingly, the Company has complied with respect to the provisions of Corporate Governance within prescribed timeline as per the provisions of SEBI Listing Regulations. The Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions of Corporate Governance under the applicable framework of SEBI Listing Regulations. Report on Corporate Governance along with a Certificate received from M/s. JSD & Associates, Practicing Company Secretaries, regarding compliance of conditions of Corporate Governance is annexed herewith as Annexure V & Annexure VI respectively and forms a part of this Annual Report.

31. UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

1. As at 31 st March, 2026 the unclaimed dividend is Rs. 19.29 Lakhs.

2. As at 31 st March, 2026 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 March 31 of previous financial year) shall provide Business Responsibility Report for the financial year 2025-26. 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 institutions and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

iv. No Significant orders have been passed by the Regulators, Courts, Tribunals impacting going concern 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 2025-26 and 2026-27 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.

On Behalf of the Board of Directors,
For Omnitex Industries (India) Limited

Bhavik Shah	Meghna Gala
Director	Director
(DIN 09605363)	(DIN 09152133)

Place: Mumbai
Date: 04 th September, 2026