Omax Autos Ltd

Dear Shareholders,

The Board of Directors of Omax Autos Limited ("the Company" or "Omax") is pleased to present the 42^nd Board Report, comprising an overview of the business and operations of the Company, together with the Audited Financial Statements for the financial year ended 31^st March, 2025.

The summary of the financial performance of the Company for the financial year ended 31^st March, 2025 as compared to the previous financial year is as below:

During the year under review, no amount has been transferred to the General Reserve of the Company for the financial year 2024-25.

Keeping in the view of the Company's performance, the Board of Directors have recommended Final Dividend in their meeting held on 24^th July, 2025 @ 25% i.e Rs. 2.5/- per equity shares of Rs. 10/- (Ten) each on, 2,13,88,213 equity shares, amounting of Rs. 5,34,70,532.5/- for the financial Year 2024-25.

Pursuant to the Finance Act, 2020, dividend is taxable in the hands of the shareholders with effective from April 01, 2020 and tax has been deducted at source on the Dividend at prevailing tax rates inclusive of applicable surcharge and cess, based on information received by the Registrar and Transfer Agent ("RTA").

In the considered opinion of the Board, there have been no material changes or commitments, financial or otherwise, that may have an adverse impact on the financial position of the Company, which have occurred between the close of the financial year under review and the date of this Report.

During the year under review, there has been no change in the nature of business of the Company. The core business activity continues to be the manufacturing and supply of sheet metal components. The Company remains committed to strategic growth and is actively exploring opportunities to diversify into new business segments, with a view to mitigating potential business risks and enhancing long-term sustainability.

During the financial year 2024-25, the revenue from operations of the Company was Rs. 36,925.86 lakhs as against Rs. 35,526.27 lakhs for the previous year. The profit for the financial year under review was Rs. 2,154.65 Lakhs as against the profit of Rs. 1165.75 Lakhs for the previous financial year.

The Authorized Share Capital of the Company is Rs. 30,00,00,000 (Rupees Thirty Crore Only) divided into 2,65,00,000 equity shares of Rs. 10 each; 20,00,000 equity shares with differential voting rights of Rs. 10 each and 1,50,000 Optionally Convertible Cumulative Preference Shares (12%) of Rs. 100 each.

The Issued, Subscribed and paid up equity share capital of the Company, as on 31st March, 2025, was Rs. 21,38,82,130 divided into 2,13,88,213 equity shares of Rs. 10 each.

The Company has not issued any sweat equity shares. As on 31^st March, 2025, none of the Directors of your Company hold instruments convertible into equity shares of the Company.

During the financial year under review, there has been no alteration in the share capital of the Company. The capital structure of the Company remained unchanged throughout the year.

The shares are actively traded on BSE and NSE and have not been suspended from trading.

In terms of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report has been appended separately which forms part of the Annual Report for FY 2024-25.

Corporate Governance is the application of best Management Practices, Compliance of Laws in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders i.e. shareholders, management, employees, customers, vendors, regulators and the community at large. Your Company places prime importance on reliable financial information, integrity, transparency, empowerment and compliance with the law, in letter and spirit.

The regulators have also emphasized on the requirement of good corporate governance practices in corporate management. Your Company also takes proactive approach and revisits its governance practices from time to time so as to meet business and regulatory requirements.

The compliance information pursuant to the Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to the Corporate Governance for the year 2024-25 has been provided in the Corporate Governance Report, and the Certificate from Practicing Company Secretary on compliance with corporate governance norms, forms part of the Corporate Governance Report.

The Board of Directors of the Company has optimum combination of executive and non-executive directors including independent directors and woman directors in compliance with the provisions of Section 149 of the Companies Act, 2013 ("the Act") and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

During the year under review, the following changes were taken place in the Board of the Company:

- Mrs. Nadira Chaturvedi was appointed as the Non-executive Independent Director of the Company w.e.f. July 29, 2024.

After the period under review, Following changes are being made in Directorship of below mentioned Directors:

1. Mr. Devashish Mehta, Managing Director of the Company being re-appointed w.e.f. 19^th July, 2026.

2. Mr. Jatender Kumar Mehta, Vice Chairman & Managing Director of the Company, being re-appointed w.e.f. 1^st January, 2026.

3. Mrs. Sakshi Kaura, Managing Director of the Company, being re-appointed as Non-Executive & NonIndependent Director w.e.f. 07^th July, 2025.

4. Mr. Ram Kumar Chugh, Independent Director of the Company being re-appointed w.e.f. 14^th August, 2026.

5. Mr. Tavinder Singh, Whole Time Director of the Company, being re-appointed w.e.f. 28^th October, 2025.

6. Mr. Mohit Srivastava, Company Secretary and Compliance Officer, ceased to be associated with the Company w.e.f. 06^th May, 2025.

7. Ms. Kannu Sharma, appointed as Company Secretary and Compliance Officer of the Company w.e.f. 24^th July, 2025

8. Mr. Devashish Mehta resigned from the post of Chief Financial Officer of the Company w.e.f. 24^th July, 2025.

9. Mr. Sanjeev Kumar appointed as Chief Financial Officer of the Company w.e.f. 25^th July 2025.

In terms of the provisions of the Act and Article of Association of the Company, Mr. Jatender Kumar Mehta (DIN: 00028207) shall retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment. The Board recommends Mr. Jatender Kumar Mehta (DIN: 00028207) for re-appointment in the ensuing Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Act read with rules made there under and Regulations 16 & 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company's code of conduct. In the opinion of the Board of Directors of the Company, all Independent Directors of the Company have integrity, expertise, experience as prescribed under the Companies (Appointment and Disqualification of Directors) Rules, 2014 read with the Companies (Accounts) Rules, 2014 (including amendment thereof).

All Directors of the Company have also given declarations that they are not debarred from holding the office of Director by virtue of any SEBI order or any other such statutory authority as required under the Circular dated 20^th June, 2018 issued by BSE Limited and National Stock Exchange of India Limited.

Further, in the opinion of the Board, all the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iii) (a) of the Companies (Accounts) Rules, 2014.

Pursuant to the Ministry of Corporate Affairs' Notification No. G.S.R. 804(E) dated October 22, 2019, all the Independent Directors have registered themselves in the databank of Indian Institute of Corporate Affairs (IICA).

The Company recognizes that fostering a diverse and inclusive organizational culture is essential to its long-term success. A diverse Board, with varied skills, qualifications, professional experiences, and perspectives, is crucial for driving sustainable growth and ensuring balanced development. In alignment with this vision, the Board has implemented a comprehensive 'Nomination and Remuneration Policy' to govern the selection and appointment of Directors, Senior Management, including Key Managerial Personnel, as well as other senior executives. This policy outlines the criteria for assessing the qualifications, positive attributes, and independence of Directors, ensuring transparency and fairness in the appointment process. The key features of this policy are detailed in the Corporate Governance Report, which is part of this Annual Report.

The detailed policy is available on the Company's website at https://www.omaxauto.com/Codes-Policies.aspx .

In accordance with the provisions of the Companies Act, 2013 and the corporate governance requirements set forth by the Securities and Exchange Board of India (SEBI) under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual performance evaluation of the Board, its committees, and individual directors has been conducted. The evaluation of the Board's performance was carried out by the Board members based on a comprehensive set of criteria, which includes the composition and structure of the Board, the effectiveness of board processes and functioning, the quality of information provided, Board culture and dynamics, the quality of the relationship between the Board and management, and the effectiveness of communication with external stakeholders. Additionally, the evaluation considered the competence and experience of the Board in overseeing the Company's affairs, alignment of operations with strategic goals, the integrity of financial reporting, the robustness of internal financial and operational controls, and the effectiveness of risk management processes.

The performance of the Committees was evaluated by the Board after obtaining feedback from the respective Committee members. The evaluation was conducted based on a set of defined criteria, which included the composition of the Committees, the effectiveness of committee meetings, the alignment of committees with the appropriate mix of knowledge and skills, the overall impact and value of the Committees, and their independence.

The performance of individual directors was reviewed by the Board and the Nomination & Remuneration Committee (NRC) based on a comprehensive set of criteria. These included the director's contribution to Board and committee meetings, such as their preparedness on discussion topics, meaningful and constructive input, and their willingness to dedicate time and effort to understanding the Company's operations and business. The evaluation also considered the director's competency to undertake responsibilities, ensuring they possess the necessary qualifications, experience, and knowledge, as well as the quality and value of their contributions during Board meetings. Additionally, the effectiveness of the leadership qualities exhibited by the Chairperson was assessed.

In a separate meeting of the Independent Directors, the performance of non-independent directors, the overall performance of the Board, and the performance of the Chairperson were evaluated. This evaluation incorporated feedback from both executive and non-executive directors. The outcomes of these evaluations were subsequently discussed in the Board meeting that followed the Independent Directors' meeting, during which the performance of the Board, its committees, and individual directors were also reviewed.

A formal familiarization program was conducted to update the Board on the recent amendments to the Companies Act, 2013, the rules prescribed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws relevant to the Company. In addition, it is the Company's standard practice to regularly notify the Board of any changes in applicable laws during each Board meeting.

The Company ensures that its Independent Directors are thoroughly familiarized with their roles, rights, and responsibilities within the Company, as well as the nature of the industry in which the Company operates. This is achieved through various programs, including an orientation program upon the induction of new Directors, as well as ongoing initiatives designed to keep Directors updated on relevant developments.

Additionally, the Company regularly presents comprehensive updates at Board and Committee meetings on various key aspects of its operations. These presentations cover areas such as Health and Safety, Sustainability, performance updates, industry trends, business strategy, internal controls, and an analysis of risks along with corresponding mitigation plans.

During the year under review, 4 (Four) meetings of the Board of Directors were held respectively on 02/05/2024, 29/07/2024, 30/10/2024 & 24/01/2025. The details pertaining to the attendance is disclosed in the Corporate Governance Report attached separately to this report.

During the financial year ended 31^st March, 2025, all the recommendations /submissions made by the by the Committees which were mandatorily required, were accepted by the Board.

The Committees of the Board are as follow:-

Audit Committee

a) Nomination and Remuneration committee

b) Stakeholders Relationship Committee

c) Banking & Finance Committee

The details regarding the composition of the Committees, their respective meetings, and the attendance of members are provided in the Corporate Governance Report, which is annexed to this report.

In terms of the provisions of Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of Directors of your Company confirm that:-

(a) in the preparation of the annual accounts for the Financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, though there is no material departure;

(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 ended March 31, 2025 and of the profit/(loss) of the company for that period;

(c) the directors had taken proper and sufficient care 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 the annual accounts for the Financial year ended March 31, 2025 on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company is committed to upholding the highest standards of ethical, moral, and legal conduct in all its business operations. To reinforce this commitment, the Company has established a Vigil Mechanism and adopted a formal 'Vigil Mechanism/Whistle Blower Policy.' The objective of this policy is to encourage employees and directors to report concerns regarding unethical behavior, actual or suspected fraud, or violations of the Company's Code of Conduct or policies, without fear of retaliation or unfair treatment. The vigil mechanism provides a secure and confidential channel for individuals to raise their concerns directly with the management. It also ensures adequate safeguards against victimization of whistleblowers and allows for direct access to the Managing Director or the Chairman of the Audit Committee in appropriate or exceptional cases. Such policy is available on the website of the Company i.e. https://www.omaxauto.com/Codes-Policies.aspx.

During the financial year under review, no person has been denied access to the Managing Director/Chairman of the Audit Committee.

Pursuant to the provisions of Section 135(1) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, a company is required to comply with the provisions relating to Corporate Social Responsibility (CSR) if, during the immediately preceding financial year it satisfies any one of the following criteria:

1. Net worth of Rs. 500 crore or more,

2. Turnover of Rs. 1,000 crore or more, or

3. Net profit of Rs.5 crore or more, as computed in accordance with Section 198 of the Act.

However, the net profit for the financial year 2023-24 exceeded the threshold of Rs. 5 crore, the applicability of CSR for financial year 2024-25 must be determined with reference to the average net profit of the three immediately preceding financial years, as per the explanation to Section 135(5) and Section 198 of the Act.

Following the computation, it is observed that the average net profit for the preceding three financial years is negative. Accordingly, the Company has no CSR spending obligation under the applicable provisions for the financial year 2025-26.

The Board of Directors has adopted a comprehensive Risk Management Policy to ensure sustainable growth with stability and to foster a proactive approach in identifying, assessing, and mitigating risks associated with the Company's operations. The policy aims to safeguard the Company's assets, reputation, and long-term objectives. The Board regularly reviews and identifies key risks which, in its opinion, could potentially impact the Company's performance or threaten its continued existence.

The implementation and monitoring of the Risk Management Policy is entrusted to the Audit Committee of the Board. While the Board continues its efforts to identify and assess various risk factors, it is of the opinion that no risk element has been identified during the year which may pose a threat to the existence of the Company

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the SEBI Listing Regulations.

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s BGJC Associates LLP, Chartered Accountants (Firm Registration No. 003304N) were re-appointed as Statutory Auditor of the Company in the 39^th Annual General Meeting (AGM) to hold office till the conclusion of 44^th Annual General Meeting (AGM) of the Company.

In terms of Section 204 of the Act read with the rules made thereunder, and upon the recommendation of the Audit Committee, the Board of Directors had appointed DR Associates- Company Secretaries, as the Secretarial Auditors for the financial year 2024-25 at the Board Meeting held on 29^th July, 2024.

Further, pursuant to the provisions of Regulation 24A and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors, at their respective meetings held on July 24, 2025, approved and recommended for the approval of the Members, the appointment of M/s DR Associates, Practising Company Secretaries (Firm Registration Number- P2007DE003300), as Secretarial Auditor for a term of up to five (5) consecutive years, to hold office from April 1, 2025, to March 31, 2030.

A detailed proposal for the appointment of the Secretarial Auditor forms part of the Notice convening this Annual General Meeting.

The Board has re-appointed M/s. JSN & Co., Cost Accountants (Firm Registration No. 000455), as Cost Auditors to conduct Cost Audit for the financial year 2024-25 and their remuneration has also been recommended for the ratification and approval of the Shareholders.

M/s. BGJC Associates LLP, Chartered Accountants (Firm Registration No. 003304N), Statutory Auditors of the Company have submitted their reports on the financial statements of the Company for the financial year ended 31^st March, 2025. There has been no observation or comment of the auditors on financial transactions or matters which has any adverse effect on the functioning of the company; further, there is also no qualification, reservation or adverse remarks in the Auditors' Reports on the financial statement of the Company for the financial year ended 31^st March, 2025.

Further, the auditors have not reported any fraud under Section 143(12) of the Act for the financial year 2024-25.

In terms of Section 204(1) of the Act, a Secretarial Audit Report, given by M/s. DR Associates-Company Secretaries, the Secretarial Auditor of the Company, in prescribed form has been annexed as Annexure-1. Further; there were remarks/observations/qualifications in their Report.

The management clarifies that none of these cases are of a material or significant nature that could adversely affect the Company's financial position, operations, or its status as a going concern. The Company is taking all necessary steps to effectively resolve these matters in accordance with applicable laws.

The management further clarifies that the Company has generally ensured timely filing of statutory forms and returns with the Registrar of Companies. In a few instances where delays occurred, the Company has complied by filing the forms with the applicable additional fees and has taken necessary measures to strengthen internal monitoring to avoid such delays in future.

In terms of Rule 8(5) of Companies (Accounts) Rules, 2014, the Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with rule 3 of Companies (cost records and audit) Rules, 2014 and accordingly such accounts and records are made and maintained by the Company.

M/s. JSN & Co., Cost Accountants (Firm Registration No. 000455), Cost Auditors of the Company have submitted their reports on the cost records of the Company for the financial year ended 31^st March, 2025. There has been no qualification, reservation or adverse remarks in the Auditors' Reports on the cost records of the Company for the financial year ended 31^st March, 2025.

The Company does not have any subsidiary, joint venture, or associate company as on the date of this report. Further, during the year under review, no entity has become or ceased to be a subsidiary, joint venture, or associate of the Company.

During the financial year under review, the Company has not accepted or invited any deposits from the public or its members in accordance with the provisions of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The Company has also not received any unsecured loans falling within the ambit of deposits under the said provisions. Further, there were no deposits outstanding as on March 31, 2025, nor has there been any default in the repayment of deposits or interest thereon in the past.

During the year under review, no significant or material orders were passed by any regulatory authority, court, or tribunal which would impact the going concern status of the Company or have any material bearing on its future operations.

Pursuant to applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, details of all unclaimed amount of Dividend to be furnished each year and to be uploaded on Company's Website and on the website of IEPF Authority. The amount of Dividend or any other such amount as referred in sub-section 2 of section 125 of the Act, which is unpaid or unclaimed for the financial year under review is mentioned in the Corporate Governance Report of the Company.

In terms of Rule 7(2B) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016) the Company had designated Mr. Devashish Mehta, Managing Director, as a Nodal Officer with effect from May 06, 2025 and in his place, Ms. Kannu Sharma, is appointed as Nodal Officer of the Company w.e.f. 24^th July, 2025 These details are also available on website of the Company i.e. www.omaxauto.com.

The information regarding the Credit Rating has been provided separately under the heading as "Credit Rating" in Corporate Governance Report.

The Company has instituted a robust framework for internal financial controls commensurate with the size and nature of its operations. These controls encompass policies, procedures, and mechanisms designed to ensure the orderly and efficient conduct of business, adherence to internal policies, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

During the financial year 2024-25, the internal financial controls were reviewed and evaluated. Based on assessment, no material weaknesses in the design or operating effectiveness of such controls were identified. Accordingly, the Board is of the considered opinion that the Company maintained adequate and effective internal financial controls during the year under review.

Particulars of investments made under the provisions of Section 186 of the Act have been disclosed in Note No. 13 to the Financial Statements forming integral part of the Annual Report. Further, no loans or guarantees were extended in the financial year 2024-25 under the provisions of Section 186 of the Act.

During the financial year 2024-25, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arm's length basis and in accordance with the provisions of the Companies Act, 2013, rules issued there under and in compliance of the "Policy on Materiality and Dealing with Related Party Transactions" of the Company and in accordance with Regulation 23 of the SEBI Listing Regulations.

During the financial year 2024-25, the Company did not enter into materially significant transactions with Promoters, Key Managerial Personnel or other related parties. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

The details of the related party transactions as required under IND AS- 24 are set out in Notes to the financial statements forming part of this Annual Report.

The policy on Related Party Transactions as approved by the Board may be accessed on the Company's website at the link: https://www.omaxauto.com/resources/images/32978577.pdf

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company has prepared a statement providing the requisite details relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo. The said statement is annexed to this Report as Annexure - 2 and forms an integral part of the Board's Report.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the prescribed details including the ratio of the remuneration of each director to the median remuneration of the employees of the Company and other relevant disclosures is annexed as Annexure - 3 and forms an integral part of this Report.

Pursuant to the Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2025 is available on the Company's website as https:// www.omaxauto.com /resources/images /79628997.pdf

The Company is committed to providing a safe, secure, and respectful working environment for all its employees. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has formulated and implemented a Policy on Prevention of Sexual Harassment at the Workplace. An Internal Complaints Committee has been duly constituted to address complaints related to sexual harassment in accordance with the provisions of the POSH Act.

During the financial year ended March 31, 2025, the Company did not receive any complaint relating to sexual harassment at the workplace.

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. The Company has ensured that all eligible women employees are provided with maternity benefits and other entitlements as prescribed under the Act. The Company remains committed to providing a safe, supportive, and inclusive work environment for its women employees.

Your Company remains deeply committed to upholding the highest standards of environmental protection, occupational health, and safety across all its operations. The Company consistently endeavors to achieve full compliance with applicable environmental laws and regulations while maintaining complete customer satisfaction. As part of this commitment, structured Environment, Health & Safety (EHS) programs are actively implemented and monitored with a focus on continuous improvement. The Company conducts regular training sessions and awareness programs on critical and emerging environmental issues to instill a culture of safety, responsibility, and environmental consciousness across all levels of the organization.

To ensure effective implementation of the EHS Policy, systematic communication and training initiatives are carried out to build awareness and foster ownership among employees. EHS responsibilities are deeply integrated into the roles and daily operations of employees, who are encouraged to act as proactive advocates of the Company's safety and sustainability philosophy. The EHS initiatives are strongly supported by the top management, and they play a vital role in promoting a safe, healthy, and sustainable workplace. These programs are designed to safeguard the environment, conserve natural resources, provide secure and healthy working conditions, and ensure full compliance with all relevant statutory and regulatory requirements.

The Company remains committed to fostering a zero-incident workplace by maintaining stringent safety standards and promoting a strong safety culture. Regular classroom and on-site trainings, a structured work permit system, and third-party safety audits are integral to this approach. Safety and health compliance begins at the gate and is a key priority in the Company's annual goals. The leadership actively drives this commitment, ensuring that safety remains a shared responsibility across all levels of the organization.

The Company strives to achieve zero injuries by maintaining a minimal severity and frequency rate. Safety compliance is rigorously monitored through regular in-house and third-party audits to minimize non-conformities and ensure 100% adherence to safety standards for employees, associates, and equipment. A dedicated EHS team is deployed at each unit under the supervision of the Corporate EHS function to oversee daily safety operations and drive continuous improvement.

The Company monitors all EHS activities through a monthly MIS review mechanism, with dedicated resources allocated under a separate cost center to ensure accountability. As part of its commitment to environmental sustainability, the Company has installed Reverse Osmosis Plants for effluent recycling and established in-house ETP Labs at major locations, staffed with qualified chemists, to support its goal of Zero Liquid Discharge. Employee engagement remains a core strength, with regular observance of Environment and Safety Days, fire and mock drills, and comprehensive EHS training programs conducted for all employees and associates. Specialized compliance training is also held for senior and middle management to foster a culture of awareness and responsibility. The Company ensures 100% disposal of hazardous waste in accordance with pollution control guidelines and has also initiated the responsible disposal of e-waste through authorized recyclers.

During the financial year under review, the Company has not made any application under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC Code") nor were there any proceedings initiated or pending against the Company under the said Code. Further, as on March 31, 2025, there are no proceedings or cases filed by or against the Company under the IBC Code.

During the financial year under review, the Company has not entered into any one-time settlement with any bank or financial institution. Accordingly, the disclosure requirements in this regard are not applicable to the Company.

The Company has hosted certain policies/documents/ information, including inter alia, Policy for determining 'Material Subsidiaries' Policy on dealing with Related Party Transactions, Familiarization programmes for Independent Directors etc. as per the requirement of law or otherwise.

Following link could be used for accessing such polices/ documents/information: https://www.omaxauto.com/Codes-Policies.aspx

For Regulation 46: https://www.omaxauto.com /regulation46.aspx For Regulation 30: https:// www.omaxauto.com/regulation30.aspx

During the financial year 2024-25, the Directors of the Company have devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Board affirms that these systems are adequate and are being effectively implemented to ensure adherence to the provisions of the applicable standards.

Certain statements in the Directors' Report describing the Company's objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company's operations include labour and material availability, and prices, cyclical demand and pricing in the Company's principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

The Board of Directors places on record its sincere appreciation for the support, cooperation, and confidence extended by the Company's valued business associates, customers, suppliers, alliance partners, bankers, regulatory authorities, and other stakeholders. The Directors also acknowledge the dedicated efforts and contributions of all employees at every level. The Board expresses gratitude to the shareholders for their continued trust and support and looks forward to maintaining this relationship in the years to come.