Omnitex Industries (India) Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 39 th Annual Report together with the Audited Financial Statement of the Company for the financial year ended 31st March, 2025.

1. FINANCIAL RESULTS

	2024-25	2023-24
	(Rs. in Lakhs)	(Rs. in Lakhs)
Revenue from Operation	318.56	169.52
Other Income	222.65	165.64
Total Income	541.21	335.16
Less: Purchase of Stock in Trade	314.09	166.98
Employee Benefits Expense	3.62	2.91
Financial Charges	-	-
Depreciation	-	1.64
Other Expenses	15.83	12.02
Total Expenses	333.54	183.55
Profit / (Loss) before Exceptional Item, Tax expenses	207.67	151.61
Exceptional Item of Income	-	201.80
Profit / (Loss) before Tax expenses	207.67	353.41
Current Tax	(2,823.83)	-
Deferred Tax	2,742.09	30.60
MAT Credit Entitlement	-	(32.45)
Prior Period Adjustment for Taxes	(1.22)	-
Profit / (Loss) after Tax	124.71	351.56
Other Comprehensive Income (Net of Taxes)	5,076.12	11,798.36
Total Comprehensive Income for the year	5,200.83	12,149.92
Add: Profit/(Loss) brought down from earlier year	12,022.96	(126.96)
Amount Carried to Reserves	20.00	-
Interim Dividend	336.33	-
Balance Profit / (Loss) carried to Balance Sheet	16,867.46	12,022.96

2. DIVIDEND

The Company has paid Interim Dividend for the FY 2024-25 @ Rs. 8/- per Equity Share amounting to Rs. 336.33 Lakhs. No amount of dividend was required to be transferred to IEPF

3. TRANSFER TO RESERVES

During the year Rs. 20 lakhs 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. 318.56 lakhs as against Rs. 169.52 lakhs in the previous year. Other Income has gone up to Rs. 222.65 lakhs from Rs. 165.64 lakhs in the previous year.

The Company has earned a profit after tax of Rs. 124.71 lakhs as against the profit after tax of Rs. 351.56 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 Rs. 5,076.12 lakhs as against Rs. 11,798.36 lakhs for previous year.

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

5. BOARD MEETINGS / COMMITTEE MEETINGS

i) Board Meetings

Seven Board Meetings were held in the year 2024-25 and the gap between two Board Meetings did not exceed 120 days. The meetings were held on, 30 th May, 2024, 7 th August, 2024, 21 st August, 2024, 14 th November, 2024, 20 th December, 2024, 13 th February, 2025 and 21 st March, 2025.

Particulars of attendance at the above meetings are:

Name of the Directors	No of Meeting entitled to attend	Board Meetings Attended During 2024-25
Mr. Ashok M. Bhawnani	7	7
Mr. Narendra Dalmia	7	7
Mr. Amit R. Dalmia	2	2
Mr. Durgaprasad S. Sabnis	7	7
Mr. J. Ramakrishnan	7	7
Ms. Meghna M Savla	7	7
Mr. Bhavik Shah	5	5

Mr. Amit Dalmia resigned from the Board of Directors w.e.f. 7 th August, 2024.

Mr. Bhavik Shah was appointed as Additional Independent Non-Executive Director w.e.f. 7 th August, 2024 and his appointment was regularized in the Annual General Meeting held on 30 th September, 2024.

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 2024-25
Mr. Amit R. Dalmia	Chairman	2	2
Mr. J. Ramakrishnan	Member	5	5
Ms. Meghna M Savla	Member	5	5
Mr. Bhavik Shah	Chairman	3	3

The Board has accepted all recommendations of Audit Committee.

Five meetings of the Audit Committee were held in the year 2024-25 on 30 th May, 2024, 7 th August, 2024, 14 th November 2024, 13 th February, 2025 and 21 st March, 2025.

Mr. Amit Dalmia ceased to be member and chairman of Audit Committee w.e.f. 7 th August, 2024 and Mr. Bhavik Shah has been appointed as a member and chairman of Audit Committee w.e.f. 7 th August, 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 2024-25
Mr. Amit R. Dalmia	Chairman	2	2
Mr. Durgaprasad Sabnis	Member	2	2
Ms. Meghna M Savla	Member	2	2
Mr. Bhavik Shah	Chairman	-	-

Two meetings of Nomination and Remuneration Committee was held in the year 2024-25 on 30 th May, 2024 and 7 th August, 2024.

Mr. Amit Dalmia ceased to be member and chairman of Nomination and Remuneration Committee w.e.f. 7 th August, 2024 and Mr. Bhavik Shah has been appointed as a member and chairman of Nomination and Remuneration Committee w.e.f. 7 th August, 2024.

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 2024-25
Mr. Durgaprasad Sabnis	Chairman	3	3
Mr. J. Ramakrishnan	Member	3	3
Ms. Meghna M Savla	Member	3	3

Three meetings of Stakeholder Relationship Committee were held in the year 2024-25 on 7 th August, 2024, 20 th December, 2024 and 13 th February, 2025.

v) Independent Directors Meeting:

During the financial year 2024-25 one meeting of the Independent Directors was held on 13 th February, 2025 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 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 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 2024-25 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 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, 2025.

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, 2025.

Investments

During the year the Company surrendered 12,241 equity shares of Strata Geosystems (India) Private Limited to exercise buy-back option at a price of Rs. 2,100/- per share and received buyback proceeds of Rs. 257.06 lakhs.

Further in respect of balance 7,32,857 equity shares held in Strata Geosystems (India) Private Limited post buy-back, the Company entered into Share Subscription and Purchase Agreement, (SSPA) on 20th December 2024 for sale at a consideration of Rs. 2,828.29 per equity share aggregating to Rs. 20,727.32 lakhs. The transfer of the above equity shares under the said SSPA was completed in February 2025 and the sale proceeds of Rs. 20,727.32 lakhs has been fully realized.

Post buyback and sale the company is not holding any investment in Strata Geosystems (India) Private Limited.

The company has invested surplus funds of Rs. 17,000 lakhs in June quarter of FY 2025-26 and acquired 1 Equity Share and 39,00,781 Compulsorily Convertible Preference Shares of Blue Energy Motors Limited @ Rs. 435.81 per share. Post acquisition the holding stands at 4.6153% of Blue Energy Motors Limited. Between the realization of sale proceeds of Strata Geosystems (India) Private Limited shares and investment in Blue Energy Motors Limited, the surplus funds were temporarily invested in mutual funds and fixed deposits.

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 I.

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

During the year the investment in the shares of Strata Geosystems (India) Private Limited has been fully sold / surrendered under buyback scheme and sale / buyback consideration of Rs. 20,984.38 lakhs as against the original investment of Rs. 323.31 Lakhs has been received.

The company has invested surplus funds of Rs. 17,000 lakhs in June quarter of FY 2025-26 and acquired 1 Equity Share and 39,00,781 Compulsorily Convertible Preference Shares of Blue Energy Motors Limited @ Rs. 435.81 per share. Post acquisition the holding stands at 4.6153% of Blue Energy Motors Limited

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 NonIndependent 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. J Ramakrishnan (DIN: 02598332) is retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

Mr. Amit Dalmia resigned from the Board of Director w.e.f. 7 th August, 2024

Mr. Bhavik Shah was appointed as Additional Non-Executive Independent Director w.e.f. 7 th August, 2024 and his appointment was regularized by the shareholders of the Company in the Annual General Meeting held on 30 th September, 2024.

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.

The audit report of M/s. JMT & Associates, Chartered Accountants on the Financial Statements of the Company for the financial year 2024-25 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 2024-25. 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 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 2024-25. 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, 2025 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 2024-25, 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 was exempted till previous financial year as the paid up share capital of the Company was not exceeding Rs.10 Crores and Net worth was not exceeding Rs. 25 Crores as on the last day of previous financial year. Starting from the financial year, i.e. 1 st April, 2025, the Corporate Governance is applicable to the Company and will comply within six months of the applicability as mentioned in Regulation 15(2) of SEBI (LODR) Regulations, 2015.

31. UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

1. As at 31 st March, 2025 the unclaimed dividend is Rs. 19.39 Lakhs.

2. As at 31 st March, 2025 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 2024-25. 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 2024-25 and 2025-26 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
Place: Mumbai	Ashok M Bhawnani	Durgaprasad Sabnis
Date: 28 th August, 2025	Director	Director
	(DIN 00058344)	(DIN 06607953)