Annual Report of the Company for financial year 2025-26.

OMNITEX INDUSTRIES (INDIA) LIMITED CIN: L17100MH1987PLC042391 Registered Address: Office No. 11, 1st Floor, Tardeo Air Condition Market Co-op. Soc. Ltd., Pandit Madan Mohan Malaviya Road, Tardeo, Tulsiwadi, Mumbai – 400 034. Email id: redressel@omnitex.com Date: 08.09.2026 BSE Limited Corporate Relationship Department P. J. Towers, Dalal Street, Fort, Mumbai – 400 001. Scrip Code: 514324 Sub: Submission of Annual Report for financial year 2025-26 Dear Madam/Sir, Pursuant to provisions of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements), 2015, we hereby are submitting herewith the Annual Report of the company for the financial year 2025-26 along with the Notice of 40th Annual General Meeting of the company scheduled to be held through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) on Wednesday, the 30th September, 2026, at 3.00 p.m. (IST). The aforesaid Annual Report has been uploaded on the Company's website at https://www.omnitex.com/investor-relationship.html. Further, the Company has fixed September 23, 2026 as the cut-off date to ascertain the eligibility of the Members entitled to vote electronically (“remote e-voting”). Kindly take annual report on records. This is for your information and for public at large. Thanking you, Yours faithfully, For Omnitex Industries (India) Limited Darshana Chauhan Company Secretary and Compliance Officer 31-03-2026 OMNITEX INDUSTRIES (INDIA) LIMITED 40th ANNUAL REPORT 2025 -2026 BOARD OF DIRECTORS Mr. Narendra Dalmia Managing Director – Upto 12-05-2025) Mr. Shyam B Bagrodia Managing Director (from 09-10-2025) Mr. Ashok M. Bhawnani Non-Executive Director (upto 06-11-2025) Mr. Durgaprasad S. Sabnis Non-Executive Director (upto 06-11-2025) Mr. J. Ramakrishnan Non-Executive Director (upto 08-10-2025) Mr. Neeraj Gupta Non-Executive Director (from 13-05-2025) Mr. Bhavik Ashokkumar Shah Non-Executive Independent Director Mrs. Meghna Mahendra Savla Non-Executive Women Independent Director BANKERS : HDFC Bank Limited AUDITORS : Messrs. JMT & Associates Chartered Accountants REGISTERED OFFICE : Office No. 11, 1st floor, Tardeo Air-condition Market Co-Op. Soc. Ltd Pandit Madan Mohan Malviya Road, Tulsiwadi, Tardeo, Mumbai 400 034 CIN : L17100MH1987PLC042391 WEBSITE : www.omnitex.com EMAIL : info@omnitex.com REGISTRARS & TRANSFER AGENTS : Adroit Corporate Services Pvt Ltd 18/20, Jaferbhoy Industrial Estate, 1st Floor, Makwana Road, Marol naka, Andheri (East), Mumbai 400 059 NOTICE Notice is hereby given that the 40th Annual General Meeting of the Members of Omnitex Industries (India) Limited, (CIN L17100MH1987PLC042391) will be held on Wednesday, 30th September, 2026, at 3.00 p.m. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial year ended March 31, 2026 and the Reports of the Board of Directors and Auditors thereon. 2. To appoint a director in place of Mr. Neeraj Gupta (DIN: 00317395), who retires by rotation, and being eligible, offers himself for re-appointment. SPECIAL BUSINESS: 3. Appointment of Mr. Shyam Brahmadatt Bagrodia (DIN: 00812394) as Managing Director of the Company designated Managing Director for a fixed term of 5 years To consider and if thought fit, to pass the following resolution, with or without modification(s) as Special Resolution: “RESOLVED THAT in terms of the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 (“the Act”) (including any amendment, reenactment or statutory modification thereof) read with Schedule V to the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”), as amended from time to time and the Articles of Association of the Company, and subject to such other requisite approvals, if any, in this regard from the appropriate authorities and term(s), condition(s), amendment(s), modification(s) and pursuant to recommendation of the Nomination and Remuneration Committee (“NRC”) and approval of the Board of Directors of the Company (hereinafter referred to as “Board”, consent of the Members of the Company be and is hereby accorded to approve the appointment of Mr. Shyam Brahmadatt Bagrodia (DIN: 00812394) as the Managing Director (Key Managerial Person) of the Company and designation as the Managing Director of the Company, for a period of five years commencing from October 9, 2025 to October 8, 2030 (both days inclusive), upon such terms and conditions as set out in the Explanatory Statement annexed to the Notice convening this meeting (including the remuneration to be paid in the event of no profits or inadequate profits in any financial year during the tenure of his appointment as a Managing Director of the Company), subject to the limits prescribed under the provisions of Schedule V to the Act or any amendment thereto for the time being in force, with liberty to the Board to alter and vary the terms and conditions of the said appointment, as may be mutually agreed to between the Board and Mr. Shyam Brahmadatt Bagrodia from time to time. RESOLVED FURTHER THAT Mr. Shyam Brahmadatt Bagrodia shall also be entitled to reimbursement of all legitimate expenses incurred by him in performance of his duties and such reimbursement will not be a part of his remuneration during his tenure as Managing Director of the Company. RESOLVED FURTHER THAT pursuant to recommendation of the NRC and the Board, consent of the Members of the Company be and is hereby accorded to pay remuneration not exceeding to Rs. 25 Lakhs (Rupees Twenty-Five Lakhs) per annum to Mr. Shyam Brahmadatt Bagrodia with effect from October, 2025. RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such steps as may be necessary such as statutory, contractual or otherwise, in relation to the above, to settle all matters arising out of and incidental thereto, to sign and execute deeds, applications, documents and writings that may be required, on behalf of the Company and to do all such acts, deeds, matters and things as may be deemed necessary, proper, expedient and incidental for the purpose of giving effect to the above resolution including to authorise any of the Directors and/or Key Managerial Personnel and/or Officers of the Company to take necessary actions for and on behalf of the Company in that regard.” 4. To appoint Statutory Auditor of the Company for a term of five consecutive years from FY 2026-27: To consider and if thought fit, to pass the following resolution, with or without modification(s) as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 139, 141 and 142 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Audit and Auditors) Rules, 2014 and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and based on the recommendation of the Audit Committee and the Board of Directors of the Company, consent of the Members of the Company be and is hereby accorded for the appointment of M/s. Vora & Associates, Chartered Accountants (Firm Registration No. 111612W) as the Statutory Auditors of the Company for a term of five (5) years to hold office from the conclusion of the 40th Annual General Meeting until the conclusion of the 45th Annual General Meeting of the Company, to conduct the statutory audit of the Company and issue audit reports thereon. RESOLVED FURTHER THAT the remuneration of the Statutory Auditors, as recommended by the Audit Committee and the Board of Directors, be and is hereby approved by the Members at Rs. 1,25,000/- (Rupees One Lakh Twenty-Five Thousand Only) per annum, excluding applicable taxes and reimbursement of out-of- pocket expenses, and fees for any other certification, attest service [Showing first 8,000 characters — download PDF for full document]