Omnitech Engineering Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

Your directors are pleased to present their 5th Annual Report for the financial year ended on March 31, 2026.

1. FINANCIAL RESULTS:

The financial performance of the company on a standalone and consolidated basis for the Financial Year ended on
March 31, 2026, as compared with the previous year is summarized as below:

(Amount in '' Millions)

SR.

STANDALONE

CONSOLIDATED

NO.

PARTICULARS

2025-26

2024-25

2025-26

2024-25 1

1.

Revenue from Operation

5,116.82

3,448.16

5,112.99

3,429.13

2.

Other Income

249.65

70.41

245.13

67.93

3.

Total Revenue (1 2)

5,366.47

3,518.57

5,358.12

3,497.06

4.

Cost of materials consumed

1,947.11

1,248.84

1,947.11

1,248.84

5.

Changes in inventories

(712.64)

(415.36)

(733.31)

(436.23)

6.

Employees Benefits Expense

802.05

527.54

840.46

550.22

7.

Depreciation & Amortization Expense

460.33

365.83

481.64

385.19

8.

Finance Cost

390.58

292.32

394.83

297.34

9.

Other Expenses

1,421.86

940.90

1,347.66

889.83

10.

Profit/(Loss) Before Tax

1,057.18

558.50

1,079.73

561.87

11

Exceptional items

1.00

0.00

1.00

0.00

12.

Tax Expenses

284.21

122.59

285.36

123.22

13.

Profit/(Loss) After Tax (PAT)

771.97

435.91

793.37

438.65

14.

Other comprehensive income/(loss)

2.37

(0.99)

(29.38)

(15.59)

15.

Total comprehensive income for the year

774.34

434.92

763.99

423.06

16.

Earnings per Equity Share (?)

7.24

4.23

7.45

4.26

2. STATE OF COMPANY''S AFFAIRS AND FUTURE
OUTLOOK:

During the reporting period, the Company recorded
revenue from Operations of ?5,116.82 million on a
standalone basis as compared to ?3,448.16 million
during the previous financial year 2024-25. The Total
Revenue (standalone) stood at ?5,366.47 million as
against ?3,518.57 million in the previous financial year.
Further, the Profit After Tax (PAT) of the Company for
the reporting year stood at ?771.97 million as compared
to ?435.91 million in the previous financial year.

Further, on a consolidated basis, the Company recorded
Revenue from Operations of ?5,112.99 million during
FY 2025-26 as compared to ?3,429.13 million during
FY 2024-25. The Consolidated Total Revenue stood
at ?5,358.12 million as compared to ?3,497.06 million
in the previous financial year. The Consolidated Profit
After Tax for the reporting period stood at ?793.37
million as compared to ?438.65 million during the
previous financial year.

The Company has achieved significant growth in revenue
and profitability during FY 2025-26 as compared to FY
2024-25. The Directors are confident of sustaining the
growth momentum and expect further improvement in
the Company''s sales and profitability in the years to come.

The Company has only one reportable business
segment and, accordingly, segment-wise reporting is
not required.

3. DECLARATION OF DIVIDEND AND TRANSFER
OF AMOUNT TO RESERVES:

With a view to plough back profits and in order to
conserve resources for operational purposes, the Board
of Directors do not recommend any dividend.

Moreover, no amount has been transferred to the
General Reserve during the financial year 2025-26.

4. CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the
Company during the year under report.

5. ALTERATION OF MAIN OBJECT CLAUSE OF
THE COMPANY:

During the year under review, the Company altered its
Main Object Clause as contained in Clause III [A] (1)
of the Memorandum of Association of the Company,
pursuant to the provisions of Section 13(1) read with
Section 13(9) and other applicable provisions of the
Companies Act, 2013, to add certain business activities
considering future opportunities for the business
development or diversification.

The Members of the Company approved the alteration of
the Main Object Clause by passing a Special Resolution
at the Annual General Meeting held on September 30,
2025. The altered Memorandum of Association was duly
registered with the Registrar of Companies, Central
Processing Centre, and the Certificate of Registration
of the Special Resolution confirming the alteration of
Object Clause(s) was issued on October 31, 2025.
However, there is no change in main business activity of
the Company, the altered memorandum of association
is available on the website of the company at
https://
omnitecheng.com/memorandum-of-association-and-
articles-of-association/.

Consequently, the Corporate Identity Number
(CIN) of the Company was changed pursuant to the
alteration of the Main Object Clause
FROM Corporate
Identity Number: U29306GJ2021PLC124801 TO
U26100GJ2021PLC124801.

6. INITIAL PUBLIC OFFER AND LISTING OF EQUITY
SHARES ON STOCK EXCHANGES:

The Company, pursuant to the Special Resolution
passed by the Members at the Extra-Ordinary General
Meeting held on May 16, 2025, approved the raising of
funds through an Initial Public Offer ("IPO") comprising
a Fresh Issue of Equity Shares and an Offer for Sale
("OFS") by the existing shareholders of the Company,
for an aggregate amount as may be determined in
accordance with the applicable provisions of the
Companies Act, 2013, the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 ("SEBI
ICDR Regulations") and other applicable laws.

Subsequently, the Company filed its Draft Red Herring
Prospectus ("DRHP") with the Securities and Exchange Board
of India ("SEBI"), BSE Limited and National Stock Exchange
of India Limited in connection with the proposed IPO.

During the year under review, the Company further
proceeded with the IPO process and filed its Red
Herring Prospectus ("RHP") dated February 18, 2026
and the Prospectus dated February 27, 2026 with the
Registrar of Companies, Gujarat at Ahmedabad and the
Stock Exchanges, in accordance with the applicable
regulatory requirements.

The IPO comprised of the Fresh Issue of 18,416,340
Equity Shares, aggregating to ?4,180.00 million, and an
Offer for Sale of 7,268,722 Equity Shares, aggregating

to ?1,650.00 million, by the existing Promoter Selling
Shareholder.

The Equity Shares of the Company were subsequently
listed on BSE Limited and National Stock Exchange of
India Limited with effect from March 5, 2026. The listing
of the Equity Shares marks a significant milestone for
the Company and provides the Company with access
to the capital markets and a broader investor base.

7. SHARE CAPITAL:

The paid-up share capital of the Company as on March
31, 2026 was ?61,83,30,100/- (Rupees Sixty-One Crore
Eighty-Three Lakh Thirty Thousand One Hundred Only)
divided into 12,36,66,020 (Twelve Crore Thirty-Six Lakh
Sixty-Six Thousand Twenty) Equity Shares of ?5/-
(Rupees Five Only) each.

During the reporting period, the following changes were
made in the capital structure of the Company:

Initial Public Offering (IPO)

During the year under review, the Company, made an
Initial Public Offering ("IPO") comprising a Fresh Issue
of 18,416,340 Equity Shares of face value of ?5/- each,
aggregating to ?4,180.00 million, and an Offer for Sale
("OFS") of 7,268,722 Equity Shares of face value of ?5/-
each, aggregating to ?1,650.00 million by the Promoter
Selling Shareholder. The Prospectus of the Company
was filed with the Registrar of Companies, Gujarat at
Ahmedabad on February 27, 2026.

Pursuant to the Fresh Issue under the IPO, the paid-up
equity share capital of the Company increased from
?52,62,48,400/- to ?61,83,30,100/-. The Offer for
Sale consisted of existing Equity Shares offered by the
Promoter Selling Shareholder and, accordingly, did not
result in any change in the paid-up equity share capital
of the Company. The Equity Shares of the Company
were subsequently listed on BSE Limited and National
Stock Exchange of India Limited with effect from March
5, 2026.

8. ANNUAL RETURN:

As per the requirement of Section 92(3) read with
Section 134(3)(a) of the Companies Act, 2013 read
with Rule 12 of the Companies (Management and
Administration) Rules, 2014, made thereunder, as
amended from time to time, the draft Annual Return in
Form MGT-7 for the Financial Year 2025-26 is placed on
the website of the Company at
https://omnitecheng.
com/investor/shareholders-meeting.

9. BOARD MEETINGS:

During the year under report, 18 Meetings of the
Board of Directors of the Company were held. For
details of the meetings of the Board, please refer to
the Corporate Governance Report, which forms part
of this report.

10. AUDIT COMMITTEE:

The details pertaining to composition of Audit
Committee are included in the Corporate Governance
Report, which is a part of this report.

11. NOMINATION AND REMUNERATION COMMITTEE:

The details pertaining to composition of Nomination &
Remuneration Committee are included in the Corporate
Governance Report, which is a part of this report.

12. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The details pertaining to composition of Stakeholders
Relationship Committee are included in the Corporate
Governance Report, which is a part of this report.

13. RISK MANAGEMENT COMMITTEE:

The Company has formulated and adopted a Risk
Management Policy to identify, assess, monitor and
mitigate various risks that may impact its business
and operations. The Policy provides a framework for
effective identification and management of risks and for
taking appropriate measures to minimise their potential
impact.

The Company periodically reviews key risks across
operational, financial, technological, regulatory and
other relevant areas and takes appropriate measures
for their mitigation. The Board of Directors oversees the
overall risk management framework of the Company
and ensures that appropriate processes and controls
are in place.

As the Company does not fall within the prescribed
criteria of the top 1,000 listed entities by market
capitalisation, constitution of a Risk Management
Committee under Regulation 21 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 is not presently applicable to the Company.

IPO Committee and Independent Directors Committee:

The IPO Committee and the Independent Directors
Committee were constituted specifically in connection
with the Company''s Initial Public Offering ("IPO")
pursuant to the applicable provisions of the SEBI (Issue
of Capital and Disclosure Requirements) Regulations,
2018 ("SEBI ICDR Regulations"). Upon successful
completion of the IPO and listing of the Company''s
equity shares on March 5, 2026, on BSE Limited and
the National Stock Exchange of India Limited, the
purpose for which the Committees were constituted
was fulfilled. Accordingly, the IPO Committee and
Independent Directors Committee were discontinued
with effect from March 31, 2026.

14. BOARD''S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the
Companies Act, 2013, with respect to the Directors''
Responsibility Statement, the Directors confirm that:

a) in the preparation of the annual accounts, the
applicable accounting standards had been
followed and there are no material departures from
the same;

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 and of the profit of the company for
that year;

c) the directors had taken proper and sufficient care
to the best of their knowledge and ability 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 annual accounts on a
going concern basis;

e) Directors have laid down internal financial controls
to be followed by the company and that such
internal financial controls are adequate and were
operating effectively.

f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws, rules, regulations and such systems were
adequate and operating effectively;

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the Internal, statutory
and Secretarial Auditors and external consultants,
including the audit of internal financial controls over
financial reporting by the statutory auditors and the
reviews performed by the management and the relevant
board committees, including the audit committee, the
Board is of the opinion that the Company''s internal
financial controls were adequate and effective during
FY 2025-26.

15. RELATED PARTY TRANSACTIONS:

During the year under report, the Company has entered
into transactions with related parties for sale of goods
and for other transactions. The said transactions were
carried on at arm''s length price and in the ordinary
course of business, and hence do not fall within purview
of Section 188(1) of the Companies Act 2013. However,
the company has provided voluntarily information
on transactions with related parties pursuant to
section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 are given in Form
AOC-2 and attached to this report as
"ANNEXURE I".

16. STATUTORY AUDITOR AND AUDITOR''S REPORT:

M/s. Dhirubhai Shah & Co. LLP, Chartered Accountants
(Firm Registration No. 102511W/W100298), Ahmedabad

has been appointed as the statutory auditor of the
company for a term of 5 years, to hold office till the
conclusion of AGM to be held in the year 2029 (for the
financial year 2028-29).

The company had also received confirmation from M/s.
Dhirubhai Shah & Co. LLP that they are eligible and
not disqualified under section 141 of the Companies
Act, 2013 and the Rules framed thereunder, for being
appointed as the Auditors of the Company.

Further, in terms of Section 143(3)(i) of the Companies
Act, 2013 read with Rule 10A of the Companies (Audit
and Auditors) Rules, 2014, Auditors have reported
that the Company has adequate internal financial
controls system and such system is having operating
effectiveness.

The Auditor''s Report along with financial statements
and all its annexures forming part thereof for the
financial year ended March 31, 2026 forms part of this
Report as
"ANNEXURE II" and same does not contain
any qualification, reservation or adverse remark.

17. SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204 of the
Companies Act, 2013 and Rules framed thereunder,
the Board has appointed CS Purvi Dave, Partner, MJP
Associates, Practicing Company Secretaries, Rajkot as
the Secretarial Auditor of the Company, for conducting
the Secretarial Audit for the FY 2025-26.

Secretarial Audit Report in Form MR-3 issued by the
Secretarial Auditor of the Company for the Financial
Year ended on March 31, 2026 is attached to the
Director''s Report as
"ANNEXURE III". Secretarial
Auditor has observed that, the renewal of the factory
license regards to Factory situated at Plot No./S.R. No.
67/P, Plot No. 2 to 10 Padavala, Kotda Sangani, is under
process as on March 31, 2026. The Board would like
to clarify that the process is already started, and the
Company will receive renewed license very soon. There
are no other remarks by the Secretarial Auditors.

18. INTERNAL AUDIT:

The Company has, over the years, implemented proper
and adequate systems of internal control across all
areas of its operations. The Company has taken various
measures to strengthen IT and data security and to
improve its Human Resources functions, including
departmental mapping and assessment of manpower
requirements for each department. The Internal Audit
of the Company for the period from April 1, 2025 to
March 31, 2026 was carried out by M/s. Shah & Shah,
Chartered Accountants.

19. COST AUDITOR & COST AUDIT REPORTS:

In terms of provisions of Section 148(3) of the Companies
Act, 2013 and Rule 6(2) of the Companies (Cost
records and Audit Rules), 2014, M/s. Tadhani & Co., Cost
Accountants (Firm Registration No. 003635) as the Cost

Auditors of the Company has been appointed to conduct
Audit of Cost Records maintained by the Company for
Financial Year 2025-26. The Board had approved Cost
Audit Report for the Financial Year 2024-25.

20. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Your company is increasingly using information
technology in its business operations and promotes
conservation of energy and resources.

Energy Conservation:

Omnitech Engineering Limited has taken significant
initiatives towards renewable energy adoption and
reduction of its carbon footprint through the installation
of rooftop solar power facilities.

(a) Metoda Plant:

The company has installed a total rooftop solar
capacity of 458.5 kW, comprising 220 kW 238.5
kW. During FY 2025-26, these solar installations
generated approximately 4,16,341 kWh (units) of
renewable electricity, contributing to reduced
dependence on grid electricity and lower
greenhouse gas emissions.

(b) Chhapara Plant:

As part of its continued commitment to renewable
energy, the company initiated an additional 1 MW
rooftop solar power facility at the Chhapara Plant.
The facility was successfully commissioned on
June 1, 2026. From commissioning through the end
of August 2026, the plant generated approximately
3,44,000 kWh (units) of renewable electricity.

Overall Renewable Energy Contribution

Through these initiatives, the Company is
progressively increasing its renewable energy
utilization across its manufacturing facilities.

Total Solar capacity
installed

1.4585 MW

Solar Generation

Metoda Plant

FY 2025-26 : 4,16,341

kWh

The solar projects help the company to:

(a) Reduce dependence on conventional grid
electricity.

(b) Reduce electricity costs and improve energy
efficiency.

(c) Reduce carbon emissions associated with
purchased electricity.

(d) Increase the share of renewable energy in
overall energy consumption.

(e) Support the company''s sustainability and
ESG objectives.

Technical Capabilities and Advanced Manufacturing
Technology

Precision Engineering Expertise

The company possesses advanced machining
capabilities capable of achieving tolerances as precise
as:

• 5 microns (0.005 mm)

Broad Manufacturing Range

Omnitech can manufacture components across a wide
spectrum of sizes and weights:

• Weight range: 0.003 kg to 503.33 kg

• Diameter range: 1.27 cm to 1 meter

• Length range: 0.20 cm to 10 meters

Advanced Machinery and Equipment

The company utilizes a diverse range of technologically
advanced equipment, including:

• CNC machining centres

o Vertical Machining Centers (VMC)

o Turning Machining Centers (TMC)

o Sliding Headstock Machines

• Grinding machines

• Gear cutting machines

• Gun-drilling machines

• Honing machines

• Lapping machines

• Laser cutting systems

• Welding equipment

Automation and Digital Technologies

Omnitech has adopted modern manufacturing
technologies to enhance productivity and quality:

• Deployment of industrial robots across selected
production lines.

• Integration of Industry 4.0 / IoT-enabled solutions

for monitoring and optimizing operational
efficiency.

• Dedicated dimensional testing and quality
inspection centre
for ensuring precision and
compliance with customer specifications.

Technology Absorption Assessment

The Company demonstrates significant technology
absorption through:

• Investment in high-precision manufacturing
systems capable of micron-level tolerances.

• Adoption of automation and robotic solutions in
production processes.

• Utilization of Industry 4.0 and IoT technologies
to improve shop-floor efficiency and data-driven
decision-making.

• Expansion into fabrication and fully assembled
component manufacturing.

Establishment of international logistics infrastructure
through its Houston warehouse, supporting global
customer requirements.

Foreign Exchange Earnings and Outgo

Moreover, the Company has reported Foreign Exchange Earnings and Outgo made as under:

Particulars

2025-26

2024-25

Foreign Exchange Earning

'' 3,278.84 million

'' 1,864.70 million

Foreign Exchange Outgo

'' 622.38 million

'' 866.24 million

21. PARTICULARS OF LOAN, GUARANTEES AND
INVESTMENTS MADE:

During the year under Report, the Company has granted
loans of '' 6,69,59,033.00 to Novatro Techsolutions
Private Limited - Subsidiary Company, a related party in
terms of Section 185 of the Companies Act, 2013. The
Company had already taken approval of Members under
Section 185(1) vide Resolution passed at the Extra¬
ordinary General Meeting held on October 29, 2024.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Omnitech Engineering Limited fall into the criteria
mentioned in Section 135(1) of the Companies Act,
2013 and hence, it is required to constitute CSR
Committee and also to spent at least two percent of
the average net profits of the company made during
the three immediately preceding financial year to
carry out CSR activities as specified in Schedule VII
of the Act. The Report on CSR activities undertaken
by the company, as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014
is annexed as
"ANNEXURE IV" and forms an integral
part of this Report. The Policy has been uploaded on
the Company''swebsite at
https://omnitecheng.com/
investor/corporate-aovernance/

23. DETAILS OF BOARD OF DIRECTORS:

As on March 31, 2026, the Board of Directors comprised of the following Directors:

Sr.

No.

Name of the person

DIN

Designation

Date of Appointment
(dd/mm/yyyy)

1

Udaykumar Arunkumar
Parekh

01635339

Chairman & Managing Director

09/08/2021

2

Dharmi Arunbhai Parekh

06626100

Non-executive Director

03/05/2025

3

Paras Mukundrai Parekh

07761048

Whole-time Director & CFO

02/09/2024

(Redesignated as Whole-time Director
& CFO w.e.f. 06/02/2025)

4

Ketan Chandrakant Doshi

00452353

Independent Director

26/10/2024

5

Mahendra Tribhuvan
Panchasara

02231295

Independent Director

26/10/2024

6

Punitbhai Mahendrabhai
Sodha

10497558

Independent Director

06/02/2025

7

Vidhi Nishit Shah

10937272

Independent Director

06/02/2025

NOTE : Mrs. Indumati Arunbhai Parekh (DIN: 09281779) ceased to be a Non-Executive Director and consequently ceased
to be a Member of respective Committees constituted by the Company w.e.f. May 3, 2025.

Further, the Company has received declaration under Section 149 (7) of the Companies Act, 2013 from all Independent
Directors, that they meet criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 read with
SEBI (LODR) Regulations, 2015 AND also confirmed that all independent directors are registered in the independent
director''s databank maintained by Indian Institute of Corporate Affairs as per rule 6 of Companies (Appointment and
Qualifications of Directors) Rules, 2014.

24. KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel (KMP) in the Company as
per Section 2(51) and 203 of the Companies Act, 2013
are as follows:

1. Mr. Udaykumar Arunkumar Parekh, Chairman &
Managing Director (DIN : 01635339)

2. Mr. Paras Mukundrai Parekh, Whole-time Director &
CFO (DIN : 07761048)

3. Ms. Bhoomi Manharbhai Vadhavana, Company
Secretary & Compliance Officer (ICSI Membership
No. ACS-54468)

25. BOARD EVALUATION:

In accordance with provisions of Section 178, the
criteria of evaluation are set by the Company.

Pursuant to the provisions of the Companies Act, 2013,
the Board has carried out an annual evaluation of its
own performance and that of its committees as well
as performance of all the Directors individually and the
Chairman.

The performance evaluation of Committees was
carried out by the Board after seeking inputs from the
committee members, on the basis of the criteria such as
structure and composition of Committees, fulfilment of
the functions assigned to Committees

A Separate exercise was carried out by Nomination and
Remuneration Committee of the Board to evaluate the
performance of individual directors.

The performance evaluation of the Non-Independent
Directors and the Board as a whole was carried out by
the Independent Directors. The Performance evaluation
of the Chairman was also carried out by the Independent
Directors, taking into account the views of Executive
Directors.

The performance evaluation of Independent Directors
was carried out by the Board of Directors based on
various factors such as attendance at the Board and
Committee Meetings, qualification, experience, ability
to function as a team, commitment, roles performed
and understanding of industry.

26. CREDIT RATING:

During FY 2025-26, the Company has appointed
Infomerics Valuation and Rating Limited
(formerly
known as Infomerics Valuation and Rating Private
Limited)
as the Credit Rating Agency for Loan facilities
by the Company. The Agency has upgraded its rating as
IVR A/Stable for Long term Bank Facilities and IVR A1
for Short Term Bank Facilities. The Rating Certificates
are available on the website of the Company on
https://
omnitechena.com/credit-ratina-vear-2026-27/.

27. VIGIL MECHANISM

The Company is committed to highest standards of
professionalism, honesty, integrity, transparency and
ethical behavior. Pursuant to the provisions of Section
177(9) & 177(10) of the Companies Act, 2013 read with
Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Board of Directors had approved the Policy on Vigil
mechanism/Whistle Blower which provides mechanism
to its Directors, employees and other stakeholders
to raise concerns about any wrongdoing in the
Company and provide for adequate safeguards against
victimization of employees and other persons who avail
this mechanism.

The mechanism under the policy has been appropriately

communicated within the organization. The Audit
Committee of the Board shall review the functioning
and implementation of the Whistle Blower mechanism,
on timely basis.

During the year under report, the company has not
received any complaints under the said mechanism. The
Whistle Blower policy of the company has been hosted
on the website at the link
https://omnitecheng.com/
investor/corporate-aovernance/

28. PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration of more than '' 8.5 Lacs per month or 1.02 crore per
annum except the Board Member as tabled below, as prescribed in Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

Sr.

No.

Name,

Remuneration

(?)

Date of

Last

Employment

Designation &
Nature of Duties

Age

Qualification & Experience

commencement
of Employment

1

Name:

47

1,25,00,000

Udaykumar Arunkumar Parekh is

09/08/2021

He was

Udaykumar

Years

p.a.

the Chairman, Managing Director

associated

Arunkumar

and one of the Promoters of

with Jyoti

Parekh

our Company. He is responsible

CNC

Designation:

for managing the day-to-day

Automation

Chairman &

operations in our Company. He

Private

Whole Time

holds a degree in Bachelor''s

Limited

Director

of Engineering in Mechanicals

as Sales

Nature of Duties:

from V.V.P. Engineering College,

executive

Responsible

Rajkot, Saurashtra University.

for managing

He had also pursued Diploma

the day-to-day

in Mechanical Engineering from

operations in our

Technical Examinations Board,

Company

Gujarat State, Gandhinagar. He
has been associated with our
Company since its incorporation.
He was associated with Jyoti
CNC Automation Private Limited
as Sales executive. He is also the
CEO and President of Omnitech
Group, Inc. He has over 19 years
of experience in the machining
industry.

29. EMPLOYEE STOCK OPTION PLAN 2025:

The Board of Directors had approved the "Omnitech
Engineering Limited Employee Stock Option Plan 2025"
("ESOP 2025") at its Meeting held on May 3, 2025.
The ESOP 2025 was subsequently approved by the
Members of the Company at the Extra- Ordinary General
Meeting held on May 16, 2025 and the Nomination and
Remuneration Committee on May 16, 2025.

However, no Employee Stock Options were granted
under the ESOP 2025 during the financial year 2025¬
26 and, consequently, no shares were issued or allotted
pursuant thereto. Accordingly, no disclosures are
required to be made under Rule 12 of the Companies
(Share Capital and Debentures) Rules, 2014 in respect
of the ESOP 2025 for the financial year under Report.

30. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable
Secretarial Standards including amendments thereof in
the Financial Year 2025-26 as issued by the Institute of
Company Secretaries of India (ICSI).

31. TRANSFER OF AMOUNT TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, pursuant to the provisions
of section 125(2) of the Companies Act, 2013, the
company was not required to transfer any amount to
the Investor Education and Protection Fund (IEPF)
established by Central Government of India.

32. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

As at March 31, 2026, the Company had one Wholly-owned Subsidiary i.e. Omnitech Group, Inc., incorporated outside
India.

Further, the Company has not entered into any Joint Venture, the Company has a subsidiary Company, Novatro
Techsolutions Private Limited in which the Omnitech Engineering Limited has Shareholding of 76.00% during the year
under report. The details of subsidiary is disclosed in Form AOC-1 annexed to this report as "
ANNEXURE V".

As at March 31, 2026, the company had following subsidiary companies:

Sr.

No.

Name of the Company & Registration Number/CIN

Holding in
Percentage

1

Omnitech Group, Inc.

File No. : 6892072 registered at State of Delaware, Secretary of State, United States of America
Address: 1201 N Market Street, Suite 2300, Wilmington, New Castle County, Delaware 19801,
United States of America.

100.00%

2

Novatro Techsolutions Private Limited

CIN : U62010GJ2024PTC156845

Address: C/o Omnitech Engineering Limited, RS No. 35 To 39, Plot No. 9 to 12, Shivam Industrial
Zone-6, Kalawad Road, Chhapara, Mota Vada, Rajkot, Lodhika-360021, Gujarat, India

76.00%

33. DISCLOSURES UNDER THE MATERNITY
BENEFIT ACT, 1961

The Company complies with the provisions of the
Maternity Benefit Act, 1961, and will grant maternity
leave to all eligible women employees, upon request, in
accordance with the Act.

34. OTHER DISCLOSURES AS REQUIRED UNDER
THE PROVISIONS OF THE COMPANIES ACT,
2013 AND RULES MADE THEREUNDER:

1. There have been no material changes/
commitments affecting the financial position of
the company which have occurred between the
end of the financial year to which the financial
statements relate and the date on report;

2. The Directors have submitted the disclosure of
interest as per section 184 read with applicable
Rules of the Companies Act, 2013 in the format
Form MBP-1.

3. During the year under review your company has
not accepted the deposit from the public under
section 73 to 76 of the Companies Act, 2013 and
the rules made thereunder;

4. No significant or material orders were passed
by the Regulators or courts or tribunals which
impact the going concern status and company''s
operations in future;

5. PREVENTION, PROHIBITION AND REDRESSAL
OF SEXUAL HARASSMENT AT WORKPLACE:

The company has in place a policy for prevention,
prohibition and redressal of Sexual Harassment at
workplace. Appropriate mechanisms are in place
for protection against sexual harassment and right
to work with dignity.

(a) The company has complied with provisions
relating to the constitution of Internal
Complaints Committee under the Sexual
Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013:

(i) Number of Sexual Harassment

Complaints received: No such case(s)
received/reported during the Reporting
period

(ii) Number of Sexual Harassment

Complaints disposed off: Not Applicable
during the reporting period.

(iii) Number of Sexual Harassment

Complaints pending beyond 90 days:
No such case(s) received/reported
during the Reporting period

6. There have been no instances of any revision in the
Board''s Report or the financial statement; hence
disclosure under Section 131(1) of the Act is not
required;

7. The Company has not issued any shares to any
employee, under any specific scheme, and hence,
disclosures under Section 67(3) are not required to
be made;

8. The Company has not paid any commission to any
of its Directors and hence, provision of disclosure
of commission paid to any Director as mentioned
in Section 197(14) is not required to disclose;

9. The company had not issued any shares with
differential voting rights or Sweat Equity shares
during the year under Report;

10. There are no application made under the Insolvency and Bankruptcy Code, 2016, during the year under Report, and
therefore no such details are required to be given;

11. There are no instances of any One Time Settlement with any Bank, and therefore, details of difference between the
amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the
Banks or Financial Institutions, are not required to be given.

ACKNOWLEDGEMENT:

Your directors put on record their whole hearted gratitude to Government authorities, bankers, employees of the Company
and other stakeholders for their sincere co-operation, hard work, solidarity, dedication and efforts towards the Company.

By order of the Board of Directors
For,
Omnitech Engineering Limited

(formerly known as Omnitech Engineering Private Limited)

Udaykumar Arunkumar Parekh

Date: September 1, 2026 Chairman & Managing Director

Place: Rajkot, Gujarat (DIN: 01635339)

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