Annual Report for the Financial Year 2025-26

OSIAJEE Date: 04.09.2026 The Department of Corporate Relations, BSE Limited, 25th Floor, P. J. Tower, Dalal Street, Mumbai-400001 Script Code:OSIAJEE | 540198 ISIN: INE186R01013 Sub: N of 31"Annual General Meeting and Ann eport for the Financial Year 2025-26 Kindly note that the 31¥Annual General Meeting (“AGM”) of the Company is scheduled to be held on Tuesday, September 29, 2026 at 04:00 PM (IST) through Video Conference (“VC™) / Other Audio Visual Means (“OAVM?), in compliance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with General Circular issued by the Ministry of Corporate Affairs Securities and Exchange Board of India (SEBI). Pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosurc Requirements) Regulations, 2015, please find enclosed the Notice convening the 31 AGM and the Annual Report of the Company for the Financial Year (F.Y.) 2025-26. The Notice and Annual Report are being sent electronically to all Members of the Company whose email addresses are registered with the Company, Satellite Corporate Services Private Ltd (Registrar & Share Transfer Agent) (“RTA”)/ Depositorics. Further, pursuant to Regulation 36(1)(b) of the Sccuritics and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a letter providing the web-link and cxact path to access the Notice & Annual Report is being dispatched to those members who have ot registered their c-mail address with the Company/RTA/ Depositories, is also enclosed herewith. The Notice convening the 31* AGM along with the Annual Report for the F.Y. 2025-26 is also uploaded on the Company’s website jeehdl.com, website of Central Depository Services (India) Limited at https:/fevoting.cdslindia.com/Evoting/EvotingLoginand on the website of Bombay Stock Exchange athttp://www.bseindia.com/. We request you to take the same on your record. Managing Director DIN: 08292397 Osiajee Texfab Limited CIN: L17299PB199SPLCO55743 Registered Office Addvess: First Floor, Navraav Electro Limited Building, Opp. Punj Honda, Jaland 2 gk Hoshiarpur, Balachaur, Punjab, India, 146001 ndhar Road, Hoshiarpur, Contact No. +91-90565-53253 | E-Mail: csosiaj jee.texfab@gmail.com | Website:% (& scanned with OKEN Scanner OSIAJEE TEXFAB LIMITED 31ST ANNUAL REPORT 2025-26 31st ANNUAL REPORT CORPORATE INFORMATION BOARD OF DIRECTORS 31st ANNUAL GENERAL MEETING Name of Directors Designation DAY : Tuesday DATE : 29th September, 2026 Ms. Reema Saroya Managing Director TIME : 4.00 p.m. Mr. Lokesh Goyal Non- Executive Director MODE : Video Conferencing (VC) / Mr. Mehul Jagdish Modi Executive Director Other Audio Visual Means Ms. Megha Jain Executive Director (OAVM) Ms. Vibha Jain Non- Executive Director CORPORATE SNAPSHOT Ms. Sunita Devi Independent Director Listed on Mr. Ankur Verma Independent Director BSE Limited Mr. Akash Rai Independent Director Script Code: 540198 Registered Office KEY MANAGERIAL PERSONNEL First Floor, Navraav Electro Limited Building, Opp. Name Designation Punj Honda, Jalandhar Road, Hoshiarpur, Balachaur, Punjab, India, 146001 Mr. Hemant Padmakar Chavan Chief Financial Officer Mr. Vikas Jain Chief Executive Officer Bankers Ms. Monika Company Secretary HDFC Bank Ltd., Federal Bank Limited, AU Small Finance Bank Limited Statutory Auditors M/s. S C Mehra & Associates LLP (Chartered Accountants) Secretarial Auditors M/s. JPM & Associates LLP (Practicing Company Secretaries) Registrar and Share Transfer Agent Satellite Corporate Services Private Limited Office No. 106 & 107, Dattani Plaza, East West Compound, Andheri Kurla Road, Safedpool, Sakinaka, Mumbai- 400072 OSIAJEE CORPORATE • ANNUAL REPORT • 2025-2026 OSIAJEE • ANNUA2L REPORT • 2026 CONTENTS S. No Particulars Page No. 1. Corporate Information 2 2. Notice of the Meeting 3-27 3. Directors’ Report 30-42 4. Management Discussion & Analysis Report 43-48 5. Secretarial Audit Report 49-53 6. FORM AOC-1 54 7. Corporate Governance Report 55 8. Details Pertaining to Remuneration 56-57 9. Certificate of Non-Disqualification of Directors 58-59 10. Managing Director’s Declaration 60 11. CEO/CFO Certification 61 12. Financial Statements 62-111 OSIAJEE • ANNUA3L REPORT • 2026 OSIAJEE TEXFAB LIMITED CIN: L17299PB1995PLC055743 First Floor, Navraav Electro Limited Building, Opp. Punj Honda, Jalandhar Road, Hoshiarpur, Balachaur, Punjab, India, 146001; E-Mail:csosiajee.texfab@gmail.com | Website:www.osiajeehdl.com NOTICE OF 31st ANNUAL GENERAL MEETING OF THE MEMBERS NOTICE is hereby given that the 31st Annual General Meeting of the Members of OSIAJEE TEXFAB LIMITED (‘the Company’) will be held on Tuesday, 29th day of September, 2026 at 4:00 P.M. (IST) through Video Conferencing (“VC”) /Other Audio Visual Means (“OAVM”) to transact the following Business. The Venue of the meeting shall be deemed to be the registered office of the Company situated at First Floor, Navraav Electro Limited Building, Opp. Punj Honda, Jalandhar Road, Hoshiarpur, Balachaur, Punjab, India, 146001. ORDINARY BUSINESS: 1. ADOPTION OF AUDITED STANDALONE FINANCIAL STATEMENTS: To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026 comprising Audited Balance Sheet the Statement of Profit & Loss along with Notes to Accounts and Cash Flow Statement appended thereto and Reports of the Board of directors and Statutory Auditors thereon. 2. ADOPTION OF AUDITED CONSOLIDATED FINANCIAL STATEMENTS: To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026 comprising Consolidated Audited Balance Sheet, the Consolidated Statement of Profit & Loss along with Notes to Accounts and Cash Flow Statement appended there to and reports of the Statutory Auditors thereon. 3. RE-APPOINTMENT OF Mr. Mehul Jagdish Modi (DIN: 08836999) AS A DIRECTOR, LIABLE TO RETIRE BY ROTATION. To appoint a Director in place of Mr. Mehul Jagdish Modi (DIN: 08836999), Executive Director of the Company, who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and, being eligible, seeks re-appointment. SPECIAL BUSINESS: 4. TO CONSIDER AND, IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: “RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the applicable Rules made thereunder and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and such other applicable provisions, if any, consent of the members of the Company be and is hereby accorded to appoint M/s JPM & Associates LLP, Company Secretaries (LLP ID: L2020PB007800 and Peer Review Cert. No. 1903/2022), as the Secretarial Auditor of the Company for the 5 Financial Year 2026-27 to Financial Year 2030-2031 to conduct the Secretarial Audit subject to approval of the Shareholders of the Company at the ensuing Annual General Meeting RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be necessary, proper or expedient to give effect to this resolution including filing of necessary e-forms with the Registrar of Companies and other statutory authorities as may be required in this regard.” 5. TO CONSIDER AND, IF THOUGHT FIT, TO PASS, WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION: "RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and all other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Schedule V thereto, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 17 and other applicable provisions of the Securities and Exchan [Showing first 8,000 characters — download PDF for full document]