Osiajee Texfab Ltd Management Discussions

Objective of Report

The objective of this Management Discussion and Analysis Report ("MD&A") is to provide Managements perspective on the external business environment, industry outlook, business strategy, operational and financial performance, material developments in human resources and industrial relations, and the adequacy of the Companys internal control systems during the financial year 2025-26.

During the financial year under review, the Company continued to retain its textile trading business; however, the textile trading business did not generate any revenue during the year under review. In view of the absence of revenue from the textile business and the changing business environment, the Company undertook a strategic diversification of its business activities.

Accordingly, the Company altered the Objects Clause of its Memorandum of Association pursuant to the approval of the Members through Postal Ballot on February 12, 2026, enabling the Company to enter into the real estate and allied sectors. The strategic diversification is intended to provide the Company with new avenues for growth, improve utilisation of its resources and establish sustainable sources of revenue in the future.

The Company also has a Wholly Owned Subsidiary, Osiajee Agro Farms Limited, which is engaged in agrofarming and agriculture-related activities. The operations of the subsidiary constitute an important part of the Groups business activities and contribute significantly to the revenue and overall financial performance at the consolidated level. Accordingly, the financial performance and business outlook of the Company and its subsidiary are to be viewed in the context of the Groups diversified business activities.

This Report should be read in conjunction with the Companys Financial Statements, including the Notes forming part thereof, and other information contained elsewhere in this Annual Report.

The Financial Statements have been prepared in accordance with the applicable provisions of the Companies Act, 2013, Indian Accounting Standards ("Ind AS"), wherever applicable, and the regulations issued by the Securities and Exchange Board of India ("SEBI"), as amended from time to time.

External Environment

Global Economic Condition and Outlook:

The global economy continued to demonstrate resilience during 2025 despite persistent geopolitical uncertainties, elevated public debt levels, changing trade policies and volatility in financial markets. While inflationary pressures moderated across several major economies, economic growth remained uneven due to geopolitical conflicts, supply-chain realignments and cautious monetary policies adopted by central banks.

According to the International Monetary Fund (IMF) World Economic Outlook - July 2025, global economic growth was projected at approximately 3.0% in 2025 and 3.1% in 2026. Emerging market and developing economies are expected to remain important contributors to global economic growth, supported by domestic demand, structural reforms and continued investments.

India continues to remain one of the major growing economies, supported by domestic consumption, infrastructure development, digital transformation, favourable demographics and a resilient financial system.

The evolving economic environment is expected to create opportunities across various sectors, including agriculture, infrastructure and real estate.

The Company continues to monitor global economic developments and their potential impact on its businesses. The Companys strategy of diversification into real estate, along with the continued operations of its wholly owned subsidiary in the agro-farming sector, is intended to provide a diversified business base and reduce dependence on any single business activity.

Indian Economy and Outlook:

India continues to demonstrate resilience amid global economic uncertainties. Strong domestic consumption, infrastructure spending, urbanisation, favourable demographics, digitalisation and structural reforms continue to support the countrys economic growth.

Government initiatives relating to infrastructure development, housing, rural development, agriculture, urbanisation and industrial development are expected to provide opportunities across several sectors.

The Company believes that the Indian economic environment provides opportunities for businesses having a diversified and sustainable operating model. The Companys entry into the real estate sector is aligned with the long-term growth opportunities arising from urbanisation, infrastructure development and increasing demand for residential and commercial properties.

At the same time, the Companys wholly owned subsidiary, Osiajee Agro Farms Limited, continues to pursue opportunities in agriculture and allied activities. The agro-farming business provides an additional operating platform for the Group and contributes to its consolidated business activities and financial performance.

Industry Overview

Textile Business

During the financial year under review, the Company retained its textile trading business. However, the textile trading business did not generate any revenue during the year.

The textile industry continued to experience challenges arising from fluctuations in raw material prices, changing consumer preferences, international trade conditions, competitive pressures and changes in global demand.

Considering the absence of revenue from the textile trading business and the Companys long-term growth objectives, the Company decided to diversify its business activities. Accordingly, the Objects Clause of the Memorandum of Association was altered pursuant to approval of the Members through Postal Ballot on February 12, 2026, to enable the Company to undertake real estate and allied activities.

The Company does not presently view textile trading as its principal growth driver and intends to focus its resources and management efforts on business opportunities offering better prospects for sustainable growth and revenue generation

Real Estate Industry

The Indian real estate sector continues to be an important contributor to economic growth, employment generation and infrastructure development.

OSIAJEE

The sector is supported by rapid urbanisation, increasing demand for residential and commercial properties, infrastructure development, improving transparency, regulatory reforms and increasing investment in real estate projects.

The Company has strategically diversified into the real estate and allied sectors pursuant to the alteration of its Objects Clause approved by the Members on February 12, 2026.

The Company is authorised to undertake activities relating to acquisition, development, construction, sale, purchase and trading of land and immovable properties, development of residential and commercial projects, interior designing, turnkey project execution, facility management and other allied activities, subject to applicable laws, approvals and regulatory requirements.

The Company intends to progressively develop its presence in the real estate sector through a prudent and disciplined approach, with emphasis on sustainable projects, efficient utilisation of capital and long-term value creation.

Opportunities and Growth Drivers

The Company has identified the following key opportunities and growth drivers:

?€? Strategic diversification into the real estate and allied sectors.

?€? Rapid urbanisation and increasing demand for residential and commercial developments.

?€? Government focus on infrastructure development, housing and urban renewal.

?€? Increasing investments in real estate and infrastructure.

?€? Growing demand for organised and professionally managed real estate projects.

?€? Opportunities in interior designing, turnkey project execution and facility management.

?€? Continued growth opportunities in agriculture and allied activities through the Companys wholly owned subsidiary.

?€? Increasing demand for agricultural produce and allied products.

?€? Better utilisation of the Companys resources through diversification.

?€? Creation of multiple business and revenue streams over the long term.

?€? Strong domestic economic fundamentals and favourable demographic trends.

Risks and Concerns

The Companys operations are subject to various business, economic, regulatory and market-related risks. Key risks include:

?€? Changes in government policies and regulations.

?€? Volatility in the real estate market.

?€? Fluctuations in interest rates, inflation and financing costs.

?€? Delays in statutory approvals and project execution.

?€? Availability and cost of suitable land parcels.

?€? Competition from established real estate developers.

?€? Changes in consumer demand and economic conditions.

?€? Agricultural and climatic risks affecting the operations of the subsidiary.

?€? Fluctuation in prices of agricultural commodities.

?€? Weather conditions, water availability and other factors affecting agricultural productivity.

?€? Geopolitical uncertainties and global economic developments.

?€? Liquidity and funding risks associated with expansion into new business activities.

The Company continuously monitors these risks and takes appropriate measures to mitigate their potential impact. The Management remains focused on prudent financial management, effective governance, regulatory compliance and disciplined execution.

Company Overview

Osiajee Texfab Limited was incorporated in the year 1995 as a Public Limited Company.

During the financial year under review, the Company undertook a strategic transformation of its business model. The textile trading business did not generate any revenue during the year, and accordingly, the Company evaluated alternative business opportunities with the objective of establishing sustainable sources of revenue and improving long-term business prospects.

The Board of Directors, at its meeting held on January 5, 2026, approved the proposal for alteration of the Objects Clause of the Memorandum of Association. The proposal was subsequently approved by the Members through Postal Ballot on February 12, 2026.

Pursuant to the approval, the Company is authorised to undertake business activities in the real estate and allied sectors, including acquisition, development, construction, sale, purchase and trading of land and immovable properties, development of residential and commercial projects, interior designing, turnkey project execution, facility management and other allied activities.

The strategic diversification is intended to provide the Company with new avenues of growth, enable better utilisation of resources, create sustainable revenue opportunities and enhance long-term stakeholder value. The Companys business profile is further supported by its Wholly Owned Subsidiary, Osiajee Agro Farms Limited, which is engaged in agro-farming and allied activities.

Accordingly, while the textile business did not generate revenue during the year, the Groups business activities are supported by the operations of Osiajee Agro Farms Limited, which contributes to the consolidated business and financial performance of the Group. The Company intends to further strengthen its business portfolio through the development of its real estate activities alongside the continued operations of its subsidiary.

Financial Performance

On standalone basis, the Company earned total income of Rs. 84.52 Lakhs in the current year as against Rs. 15.52 Lakhs in the previous year and earned a Profit before tax of Rs. 63.93 Lakhs in the current year as against loss of Rs.2.06 Lakhs in the previous year. The Company incurred net Profit of Rs. 63.93 lakhs with EPS of 1.18 for the year ended March 31, 2026 as compared to net loss of Rs. 2.06 Lakhs with EPS -0.03 for the year ended March 31, 2025.

Segment wise or Product wise Performance

The Company is engaged in the business of trading in textile products and has also diversified its operations into the real estate and allied sectors. Accordingly, the Company is presently engaged in more than one business activity; however, based on the applicable accounting principles and the nature of its operations, there is no separate reportable segment.

Risk and Concern

Risk is an integral and unavoidable component of all businesses. The broader trends in the economy are expected to have a direct impact on your Companys growth prospects as well. Inflation is expected to remain elevated for the foreseeable future, driven by war-induced commodity price increases and broadening price pressures.

In addition, the anticipated increase in interest rates by Central Banks in the coming year are also expected to lower growth and exert pressure on economies particularly those in emerging markets. In these circumstances, the ability to successfully navigate cost pressures would have a significant bearing on the overall performance of your Company. Diminishing purchasing power and demand due to the economic circumstances could result in fundamental shifts in consumer behaviours and adversely impact the market for textiles and apparel. Migration to value-for-money options could also lead to reduced growth and profitability for your Company.

Though risks cannot be completely eliminated, an effective risk management plan ensures that risks are reduced, avoided, retained or shared. The Companys risk management procedure helps identify and evaluate risks on an ongoing basis. The following are the Principal Risks considered by the Company:

?€? The companys business may be impacted by introduction of new policies or changes in existing policies Mitigation: The Companys management team keeps a close eye on policy regulations and formulates company plans appropriately.

?€? Emerging businesses, capital expenditure for capacity expansion, among other purposes.

Mitigation: Have well-defined processes and procedures in place for obtaining approvals for investments in new businesses and capacity expansions

?€? Commodity Price Risk.

Mitigation: Strong and long-term relationships with vendors to help ensure timely availability of raw materials.

Internal Control Systems

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has an Internal Audit Department with adequate experience and expertise in internal controls, operating system and procedures. The Internal Audit Department reviews the adequacy of internal control system in the Company, its compliance with operating systems and laid down policies and procedures. Based on the report of internal audit function, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. The Audit Committee reviews all financial statements to ensure adequacy of internal control systems. The Company has a well-defined organization structure, authority levels and internal rules and guidelines for conducting business transactions.

Human Resource Management and Industrial Relations

Human Capital is considered a key resource and an intrinsic contributor to a Companys success. At Osiajee Texfab Limited we believe our employees are the cornerstone of our growth and progress and Companys most valuable asset. We promote a healthy work culture along with employee friendly policies for the overall development of our employees. We ensure a safe, transparent, healthy, progressive and productive work environment conducive to enhancing employee productivity. Training and Development Programs are periodically conducted for employees. These programs are organized to create opportunity for employees to learn, grow and take their career ahead and forward. During the year under review, Industrial relations remained cordial and the Board records its appreciation for the contribution of all employees towards the growth of the company. As on March 31, 2026 the Company has 10 employees.

Key Financial Ratios:

S.No	Particulars	Financial Year 2025-26	Financial Year 2024-25
1	Debtors Turnover	2.73	0
2	Inventory Turnover	2.57	2.72
3	Interest Coverage Ratio	6.68	18.32
4	Current Ratio	1.17	6.23
5	Debt Equity Ratio	0.27	0.13
6	Operating Profit Margin in percentage	10.27%	9.26%
7	Net profit margin in Percentage	10.27%	9.26%
8	Details of any change in Return on Net worth as compared to the immediately previous Financial Year along with a detailed explanation thereof**	No Change	NO CHANGE

Statutory Compliance:

The Company has in place adequate systems and processes to ensure that it is in compliance with all applicable laws. The Company Secretary is responsible for implementing the systems and processes for monitoring compliance with the applicable laws and for ensuring that the system and processes are operating effectively.

Cautionary Statement:

The Managements Discussion & Analysis Report which seeks to describe the Companys objectives, projections, estimates, expectations and predictions may be considered to be "forward-looking statements" as of the date of this report and are stated as required by applicable laws and regulations. Actual performance and results could differ materially from those expressed or implied and the Company owes no obligation to publicly update these forward looking statements to reflect subsequent events or circumstances. Market data and product analysis contained in this Report has been obtained from internal Company reports and industry publications, but their accuracy and completeness are not guaranteed and their reliability cannot be assured

For and on behalf of the Board of Directors Of Osiajee Texfab Limited

Place: Hoshiarpur	Sd/-	Sd/-
Date: 24.08.2026	Reema Saroya	Vibha Jain
	Managing Director	Non-Executive Director
	DIN:08292397	DIN:09191000