Directors Report of Omax Autos Ltd.

Mar 31, 2025

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.

FINANCIAL SUMMARY AND HIGHLIGHTS/PERFORMANCE OF THE COMPANY

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:

Amounts in Lakhs
Particulars	FY 2024-25	FY 2023-24
Revenue from operations	36925.86	35,526.27
Other income	2,443.72	1,768.01
Total Income	39,369.58	37,294.28
Total Expenses	37,643.63	37246.22
Profit/(Loss) before exceptional item and tax	1,725.95	48.06
Exceptional items - Gain	1,805.71	2250.26
Profit/(Loss) before tax	3,531.66	2298.32
Total Tax Expenses	1,377.01	1132.57
Profit for the year	2,154.65	1165.75
Other comprehensive income	34.24	2.44
Total comprehensive income for the year	2,188.89	1168.19
Earnings per share of Rs. 10 each
Basic (in Rs.)	10.07	5.45
Diluted (in Rs.)	10.07	5.45

TRANSFER TO RESERVE

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

DIVIDEND

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").

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT:

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.

CHANGE IN THE NATURE OF BUSINESS

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.

STATE OF THE COMPANY''S AFFAIRS, OPERATIONS AND FUTURE PROSPECTS

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.

SHARE CAPITAL

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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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).

BOARD DIVERSITY AND POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

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 .

ANNUAL BOARD EVALUATION AND FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

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.

Detail of Board Meetings and their Committees

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.

DIRECTORS'' RESPONSIBILITY STATEMENT

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.

VIGIL MECHANISM

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.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

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.

AUDITORS

Statutory Auditors

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.

Secretarial Auditors

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.

Cost Auditors

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.

AUDITORS'' REPORT

Statutory Audit Report

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. Secretarial Audit Report

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.

Management''s Reply:

Legal Proceedings against the Company:

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.

Late Filing of E-forms:

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.

Maintenance of Cost Records

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.

Cost Audit Report

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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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.

DEPOSITS

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

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.

UNCLAIMED DIVIDEND AND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND AND DETAILS OF NODAL OFFICER

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.

CREDIT RATING

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

INTERNAL FINANCIAL CONTROLS

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.

LOANS, GUARANTEES AND INVESTMENT

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.

RELATED PARTY TRANSACTIONS

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO

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.

DISCLOSURE OF PRESCRIBED DETAILS OF DIRECTORS'' REMUNERATION VIS-A-VIS EMPLOYEES REMUNERATION

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.

ANNUAL RETURN

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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.

MATERNITY BENEFITS COMPLIANCES

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.

ENVIRONMENT HEALTH AND SAFETY (EHS)

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.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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.

THE DETAILS OF DIFFERENCE BETWEEN 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 ALONG WITH THE REASONS THEREOF

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.

WEBLINK TO IMPORTANT DOCUMENTS/INFORMATION

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

COMPLIANCE OF SECRETARIAL STANDARDS ISSUED BY ICSI

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.

CAUTIONARY STATEMENT

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.

ACKNOWLEDGEMENT / APPRECIATION

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.

---

Mar 31, 2024

V<] li r tfoircl (if 1 )i nertu rs jscp pleased ft! present the 41^s'' Annual Report or the business and operations of Dmax Autos Limited {"the Company/ "Oncnx".), together with the Audited Financial SiniL-nt^nb for thie^tumcla] yonr-eo^ 31''^r March, 2024.

UNAS UAL SUM MARY OK HIGJJUG HT5/FERF WtM A NCI; OK THEWMEANY;

The summary of the financial performance of the Company toi the financial year ended 31*¹ March. 2024 os compared to file previous i''Liiaticia l year is as bn low:

AnunniLs in Lakhs

	FY202&-24	FY 2022-23
Revenue from operations	35,526.27	29,890.20
Othnr income	L r7 Cifl.01	1,4 R 3.4 2
Total Income	37.2S4.2J5	15 1,373.62
Total Expenses	37246.22	33214 68
Pro fit/i Loss] before exceptional item and tay	43,06	(i,£541.061
Exertional items - Do in	225(1-26	-
Pnofit/fLaSs] before tax	2298.23	[L,S41.661
Total Tn\ Expense	1132,57	592.77
Profit for the year	1165,75	(2433.S31
Other comp re hensive in come	2,44	15.351
Total comprehensive income for rhr year	1163.19	(2439. 18J
Earnings per share OHIO each
Basic fin 3]	5-45	[ 11,301
Diluted (in	5.45	(11.301

TRANSFER TO RESERVE;

During the year under review. No amoiidt has been transterred to the General Reserve of the Company for the financial year 2023-24.

DIVIDEND:

Keeping in the view of the Company''s performance, the Baird of Directors 1ms declare-:! Interim dividend tn their (fleeting held on 2nd May 2024 $9 10% i,e Rs. 1/- per equity sham''s d( 1!]/- {Ten] each on 2,t eqiiity sharflfj aiiioimLiiig ol''Ks.Z,''] 3.KS.Z] 3/-.

The Board of Directors have further recommended Final Dividend in their meeting held on 29-^h July, 2024 (Si ;[>% I.eRs. 1/^ per etiuity shares of 10/- (Ten) lxicL on, 2,l3,£lfi,213 eq ni ty sha amtm nting of 3,88. 2 \ 3/- for t ha 0 n nn cia I Yed r 202 3- 24.

Pursuant Lo Lhe Finance Act, 2020, dividend is taxable in the hands of Llic shareholders ivitli effective from April 0 1, 2020 and tax hashcee. deducted at source on the Dividend at prevailing La* rates inclusive of applicable surcharge and eejs_r based ihi information received by the Registrar and Transfer Agent (^L''RTA"]l

MATERIAL CHANGES ANDf COMMITMENTS IE" ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL TEAR UNDER REVIEW TO WHICH THE FINANCIAL STATEMENTS REFLATE AND THE DATE OFT HIS RKPfJItT:

Jn ci]union gfthe Rimrd, there have been no material diait^M »ml cairimiLimeiiti afTedtPK die ftanriLi.il position of Tin? Company which have occurred between the end o! the fill an cin I year under review to which the financial statements relate and the date of this Report

CHANGE IN TEIF NAT11 Si F'' OF BUSINESS:

During the yeai u in I nr review, ihci t has been no cliiinge in Li i r nature of business of the Company. The main business activity of the Company gtrjmarily continues to be manufacturing and supply df sheei rrfif.nl oom^riiienTsj The* Company, is continubusly. exploring the possibility of venturing into new business areas to minimize its business risks.

STATE n F TH F TOM PAN V ''N AFFAIRS, OPF RAT ''IONS AND FIITl THE F¹ RON PEC T 5;

During the financial year 2025'' 24, the revenue from operations of dia Company wet Ru. ''35,526.27 Lakhs js appiijisl Rs. 39,0dO.2G Lakhi Fur i.lil- previous ycur The profit fur ihu financial year under review was Us. llf}£,75 l.akhs as a^En m. the Loss of Rs fZ HS.£3 I.nhiliff tor thf previous financial year.

SNARE CAPITAL;

The Authorized Share Capital of the Connpany is Fs. (Rupees Thirty Crones

0nl_vj divided i nto 2,65,00.000 equ i ty eha res of Rit. L 0 eacl i; 2 C .0 0.000 sq uity sha res wlth differential voting rights of R:-. lo.each and 1,50,000 Optionally Convertible Cumulative Pr(fene-ncr Shares (12''&) of Rs. 100 each.

Tlie J ss ued, S u inscribed aitd paid Lip eq uuy s lure capital of the Company, a s o n 31st M arch. 20 2 4, was ELs. 21,39,32,130 divided into 2,13 .U3.213 equ i ty shares of Rs. idea ch.

The Company has not Issued any sweat equity shares. As on 31^st March, 2024, none of the Dlnretory Lif your Company hold Instruments convertible mtc equity shares of the Company

Du ting the year wilder review, there was no change in the share capital of the Company.

I In; shares are actively traded on I3S1! and NSK and have not lioen Suspended from trading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

l:i terms nl Regulation 34(2)[ej of SFEll ([.istiii^ (IhJigntioiiF: and, llisdosiirf? Roqn icements) Regulations, 20J .^. the Management Di3CUsjnon and Analysis Report he* been appended sepaialely which fop''inn pari ofiiiuAiinu.il Rupert fot FY20Z3-24

CO K PD RATE i lOVFHTtf A NC E;

Corporate Governance is the application ot best Management Practices, Compliance of Laws in true letter and spirit a.id adherence to ethical standards fur effective management and distribution bf health and discharge of social responsibility for sustainable development of all stakeholders i e shareholder?;, management, employees.

t\Lstomer5,y$fttJofc5, regulator and cln-_- uo-fiu nun iiy j.l LbLt j^t-. Yull: Company pla^s pc iirn-importance cm reliable Dnandjal in forma tiori* integrity. trari^arenty, empowerment artd rnmpjL.inre with the laW; in letter and spirit

The i^ulotors have also emphasised on the requirement of good corporate governance practices in corporate management. Your Company also tala-s proactive approatb and revisits ir.s ^nvRi nnnct! prnrl iros Frrsin tirne to time as Li meet bopilWSS and regulatory requirements.

TVte compliance infiyrmati&ii pursuant to tfie Regulation v/SEBl (Listing- Obligations and Disclosure lie^airements) Regulations, 2Ui5 UTfJi jraspect bo the Corporate Covei-nance for tke yeur Z02J-Z4 has been provided in the Corporate Covemanee Report, arid, the Certificate from Practicing Ctnopanv Secretary on compliance witii corporate governance norms, forms part ofthe Corporate (&R&riwi$e Report

DIRECTORS AND KEY M AN ACER! A t PERSONNEL;

The Bound yf Directors of the. Company has optimum combination flf exeyuLive and nonexecutive directors inc]tiding independent directorsmid womnu directors in compliance with the provi sior s ot'' Secti on 149 of t he Co m pa 11 i es At t. 2Cl 13 ('' t h e Art") a lid Regu I mion 17 of SE BI {Li s LI nq 0 b I ipAltuilS: and Pisdof u re RcqnireiUftltE) Re Uu la t iotis, 20L5["Liptl rii} Population!;"}.

During the year under review, the following changes were tahen place in the Hoard of the Company:

Mrs. Novel Lavasa, ceased to be director of the Company w.o.J Cirtober 2H, 2U2S after completing her two consecutive terms as Independent Director - Mr, Nikliel Koctihar was appointed as the Non-executive Non-lindependent Di recto r o t th e Co mpany w.e. I January 3 0, 202 4.

to terms of the pirnHsions of the Act and Article d| Asdidlatioti t:f the Company, Mrs. Sakilii K.utr.i (DIN: 02044522) and Mr. Devashish Mehta,{DIN; 07175E12} shall retire by rota lion at the ensuing Annual Cperernl Meeting and heing eligible, have offered P^mselves for re-appointment The Board recommends Sakshi Kauro (EHNi 020^4522] tiliiI Ylr. Dtvashfth MoliLu, (DIN; 0717511121 fur tr-appointmisant in the ensuing Annual General Meeting of the Company.

Turfiter, Mrs, Nartirn Chatmtvedf [D1N107208H6} has been appointed as additional director in the capacity of Indtp^jeiit diiOLtor in the board meeting he Id on fitly 29, 2024, subject to the approval of the shareholders by way of special resolution jit the ensuing annual general meeting of thu Company.

The Company has received declarations from all the Independent Directors of the Company confirm log thm they continue to meet the criteria of independence, os; presLTibrd under Section 149 of the Act read with rules made there under anti Regulations 16 & 2£ of the Listing Regulations. The Independent Uirectors have also confirmed that they have compli^ with the Company''s code of conduct. In the opinion of the Board of Directors of the Company, nli Independent Directors of the Company have integrity, expertise, experience as prescribed under the Companies (Appointment and Dj$quaBfic4tfon cf Directors) Rules. 2014 read with the Companies [Accounts] Rules. £014 [including amendment thereof).

A11 E>i nn<:t Lj r^L; ill 1111* T i paoy 11 ; jve alsiigjvvii Jed aval i-; 111 s'' I Ii;lL 111 v.y avet i m L 11« barred f rom ho-ld-Tig the office of Direfter hy virtue of any StHi order or ^ny other such statutory authority as required under the Circular dated 20^th June, 2018 issued by H3E Limited and N ationa L Stock Exdian ge of 1 n dia Li mlied.

Further, in the opinion of the Board. all the Independent Directors also possess the attributes of integrity, expertise and expljtHencfras reijtiired to he disclosed unijer Rule 8(5) [IJfjt OO of tbfi Compa n lcs (Acco ,m tsJ Ru !es, 201 4

Pursuant, to the Ministry af Corporate Affairs'' Mot!fkaEton No. G.S.ft. £3tl (lil dated October 22, ZCl^, all the Independent Directors have registered themselves in the databank of Indian Institute of Corpora te Aff-durs [MCA).

BOARD UlVtttSilTV AM) HJI.lLV ON DIRECTOR''S APRflN iMliNT ANU

REMUNKRATEONi

The CoLKipniny believer that building n diverse and inclusive culture is integral to its success. A diverse Guard will be able in [overage d ilTnren t s lulls, qualifications, professkmal experiences perspectives and background!^ which is neiresHary fur achieving ^LstainablE anti balanepti develnpm^t. The Hoard has adopted n polity on ‘Nomination and Remuneration'' for selection jnd appointment of Directors, Senior Manage mom in^ltjeding. Kry Managerial Personnel''s and other senior Haftagetnent and thdt reumneriiltcm, winch acds out Lite ci iLena for lietHmiltillg qualifications, positive attributes and iudupcndLEice i?E a DinocLur. Tht? finikin features of the pa I icy arc mentioned in the Corporffl&Governance Report which forms part u\ Lhis rt''pnrt.

The detailed policy is available on the Company''s website at

h tt us: //w ww-omaxauto.com /Codes- Folicies-asnx.

ANNUAL BOARD EVALUATION AND FAMILIARIZATION PROGRAMME EOli BOARD MEMBERS;

Animal evaluation oT the pejrforniatliTe oF liie Board, Its Cu rti cu illt-ts and Individual directors has been nude pursuenttu the provisions of the Companies Act, 2 U12 nod the corporate governance requirements as prescribed by Securities and Exchange Board cl lndl| (^L5FPI‘J under SCB1 [Listing Qbligallons and Disclosures Requirements) Regulations, 2015. The peqfbrmaiDcq of the BciLird was evakuced by ibe members of the board on the basis of the guidance. note and critetla laid down such as the Board l''-:jr;lposition alid .''ilruclui''E, cJl''ecLiVi: tiuSS of board |injteSS£S. infoi''niatiun and Euncticming, Board culture and dynamics, quality of relationship between the Board ond the Management and etUcacy ot communication with external stakeholders, competence and experience pf Guard to conduct It.i aJfalrs: effectively, operations are In line with Mratepy, i r.Tet|^r:Ly of financial information ami thu robustness Of financial and olht?r Lurntrols, edterti vetittKS nf risk ma p*garment processes, ettr.

The performance cftfoeCflfnmtttees was evaluated by the boardafterPeeking inputs from Lhc committer members on the basis ufthe guidance note and criteria kid dawn such EVi the ceunposltinn of committees, cffccliveness of committee meetings, CDtmniliees are Appropriate with the right mix of knowledge and skills, effectiveness rtnd advantage nr'' the Committee, independence of the fkinimi tires, etc.

Thfi Board and ihe pfomLnatioh & Kemutikjratloh Cummitiee ["nrc^,,J reviewed the performance ol the individual directors on the basis of the criteria such as the contribution of ilie Individual director to the Board aslcI committee fitetings like preparedness an the lissues to be discussed, meaningful and const rut-live contribution .in d inputs in meetings, willingnass to dfivnta rime and effnrt to understand the company and its business by the directors,. competency to take the responsibility and living adequate qualification, experience and knowledge, quality and. value of their amlribiitiuns at hoard unreLinyM, e ft''cctivencs a of Leadership quality of the Chairperson etc. In n separate meeting nt independent Directors, performance nt aim-independent directory performance of the board as 3 whol^atid performance ct the Chairperson was evaluated, taking Into account the viuws nT oiuuulivc direcioisi ueiJ non-executive directors. Th e s »me woh discussed inthfe board meeting that followed the meeting of the independent Hi rectors, at which the performance of ttie Board its committees and individual directors were also discussed.

A formal familiarization program me wj.s gnjidLicteil about the amendment in the Companies Act, £013; Rules prescribed thereunder, 5BB1 [Listing Oblations and Disclosure Requirement^) Regulations, Liltl 15 and ozl other appticabEe laws of the Company. It is ihe general practice r:f the Cottpiny to notify the changes In all the applicable laws t''rom time Ho time in every Hoard Meeting co¹¹ dueled.

The Company faiTiiljiaifauS Its 3 ri tie pc Helen t Directors with their rolfiS, fights, responsibilities iIt the Company* nature of the Industry ill which the? Company operates, etc, through various programmes. These Include orientation programme upon induction of new Ejfjrectoiyas well, as oilier Initiatives to update the directors on an ongoing basis

Furtfier, the Company e I so makes periodic presentations at Hie Hoard ant! Committee meetings on various aspects of the Company''s operations including on Health and Safety, SusLaiiiahJIlty, Performance Updates Pf pe Company, Industry scenario, Business Strategy Internal Cnrtrnl and risks involved and Mitigation Piatt

Detail of Board Meetings nod their Committees

Curing the yeui uiftilet review, 4 [Four) meedn^ oI''iIil- Board of Aireecon wertf held respective^ On M/OS/itQJj 26/d7/20Z3, OZ/Il/fO2''S &. 30/u 1/2(124, The details pertaining to the attendance is disclosed in The Corporate Cdyemance Report attached separately tb this report

During the financial year ended 3;fi^rt March, 2024. all the reLnimmencfations /submissions made by the by theCommittees which were mandatorily required, were accept## by The Bmlrd.

Tire fiomtltitteesofthe Bnerd are^S Idllow;-a} AudiL Committee

b} N mr.i n ation a nd Remuneration com m 11tee c) Stakeholder Relationship Committee dj Banking & Finance Committee

The derails pertaining to the romposition nt Committee ami Csnunittee Mootings ami attendance thereof 3s disclosed In the Corporate Governance Report attached sepal ately io this report

D IKFXTO HS’ KtSPONSI HI LITY STATEMKNl j

]n terms o: the provisions Mt Section 134[3)le) rend with 13-1 i5! or the Companies Act. 2()1j3, i I h: Board of Directors of your Company cotin mi that —

[a) in the pteparation o t the annual accounts for the Fin an tin] year ended March 3''J. 2024_r the applicable amounting sLmdm''ds had been followed along with proper cxpl^n^tlun relating lo materia! Jv nurtures, though there ti no material departn re;

[b) the d i rector:; bad selected s uoh a cconnc I ng pol i ci es a 11 tl upp l fed them corwisten t ly and made judgments and estlmcites that are reasonable and prudent so as to give a true and fair view of the slate ul affairs oi the company at the end of the financial y£ar untied Ma rCtl 31 _r 20 24 mi lI I >M he pn i f 11 / f! ufej nf I he coni] mny for I ha l | >h nod;

I c \ the d i rectors had taken p roper and sn fficient cu re for t h e mai ntenant e of adequate accounting reoarife in accordance with the provisions of this Ad lor safeguarding the assets of the company and for preventing anti detecting fraud ami other irregularities;

Ld) the directors had prepared The annual accounts for The Financial year ended Mdji.ii 3lj £024 on agoing Concern basis;

(e) ilie directors, had laid down Internal financial controls lu be followed Ly die company ami lhat fuC% internal financial CttflETolS an; adequate and were operating elfectivdy and

[1] the directors had devised profj«" systems to ensure compliance with the provisions of all Applicable laws and LhaL such systems were adequate and operating effectively.

VIGIL MECHWPSMe

The Company is committed Lo ii [there to l he highest ibadliHls of ethical, mo ml and lcKⁿl conduct of business operations. The Company has established a vigil mechanism and has adopted the "Vigil Median ism/Whistle Blower Policy", As per the policy ubiertivej the Company entourages its employees who have concerns about suspected misconduct, to tom? forward and express these concerns willmut. fear liI pun i dim ml or unfair rreaiment-A vigil WechamsnlE probities a channel to rhe employes and ili rectors lo report to the management concerns aboul unethical behavior, actual or suspected fraud or violation uf lhe ColIos of conduct or policy, The mechanism provides for adequate Safeguards agdlllst victimisation oi employees and di toll nr:-; tn avail the mocha eilsiti a rut also provide for dire ct a cccss to th o M an aging Director/(lha Lrman of the Audit Commi Ltee in exceptmnal cases- Such policy is available on the website of the Company i.e.

l.iitps:/./www.o ^;''ismtlLEU11i/CodejtEsiIliJOS*ja|Uf¦

liuring Che 1inaQ£iaI year under rwiew, n:i person has bupn den;e11 access to 111e Maraging DiietLm/Chnirmjn o( the Audit (lominilTee.

f:i )H FOR AT i: $Drm RES FQ M.sc m i .1 TV e n m ATI VES

Du ring the year under ntyieW, thf previsions relating to l!SEl nnp not .ipplirah £‘ :o the Company as the Compuny does not meet the criteria pI’escribed under Section 135 of 111e Company Act 2013 road with Rules made there uruler.

DEVELOPMENT AM) IMPLEMENTATION OF A RISK MANAGEMENT P0UCY:

Tlie Board of Directors of the Company has adopted a policy as the Risk Management Policy of the Company with main objective to ensure sustainable business growth with si ability and to promote it pro-JidHve approach in reporting. evaluating and resolving risks associated with the business, l''be E3nard continuously identifies various risks to whlchtlie flomjt.my is subject to And which in (he opinion of the Rn.urrl may threaten the existence of the CoiltpLiny.

The itnplemeruathm and monitoring ot this policy is currently assigned to the Audit Lommitteo unite Board Though the Board isStriving to Edentily various elements of risk, however, Lit the opinion of the Board, there has been no element of risk which may threaten the existence of the Company.

Th e Com pony li as ad c pted .11! isle M n 11 ugennent Po I iov i n nccorda nre with the provisi ons of the Act and Regulation 21 ofthaSFBf Listing Regulations.

AUUI''J UR$;

Statutory Auditors

I n terms of the provis jo ns 0 f Section 13 9 of the Companies Act, 2013, M/s BG|C Associ ates LLP; Chartered Accountants (I''ji''m Registration. No. QO3304Nf were re-appointed as Statutory Auditor of the Com pany in the 3S^ch Annual General Meeting (AGM] to hold office till lhe conclusion of 44^ Annual General Meeting [ACM] or the Company,

5eo(^tflrial Auditors

in terms of Section 204 of the Act read with the rules made thereunder, and upon the recu-minrn JaiLOj] Of the Audit Ci 1 iY''iECk 1 Lrl:i:-. the Ulmi''lI hT Du''e:.LOrS had appointed MNK Associate & Ll.P-ihe Serre&irial Auditors for the financial year 2fl23-24 at the Board Meeting lield on 2^* Inly, ZO''l''-i

Mi\K Associates & LLP hv* tendered their rdggnatSon f> om ^ V uffice of Secretariat Auditor of the Company dated 29th \1uy2024 with effect from 3<''Oihjunc, 2024.

Further, on r.he necKHFrrnendfltfon of the A udtt Commit tee, rJie floorirf of Directory vide t.l\e Board Meeting held an 29** July, 2024 drive appointed DR Associates-Compuny Secretaries-as the Secretariai Auditors of the Company for the}- lr'' 2024*25.

Lost Auditors

The ftoard has re-apinH riled M/s. JSN &. Co, Cosi Accountants (Finn Registration Nr». QGiHSS), as Cost Auditors to conduct Cost Audit tor the financial year 2024-25 and their remuneration lias also been recommended for the ratification and approval of the Shareholders.

All U I TU Hi'' HfiPOKT:

Statutory Audit Report

M/s 3C|C Associates LLP, Chartered Accnuntaiits (b''inn Registration No. [M3304NI, Statutory Auditors of the Company have submitted their reports oti the financial statements nf I he Company fort hr financial year Elide# Si''-¹ March, 202-- Thenfi 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, tiiere is aJso no qualification, resolution or adverse remarks in the Auditors'' Reports oh the financial Statement of the Company for the financial year ended 31-^,r March, 2024.

Further, the auditors have not repuned any fraud under Section 143(12) of the Act Ibr

1 be fina nrini year 202:1-2

Secretarial Audit Report

In terms nl Section 204(1) of the Act_r a Secretarial Audit Report given by M/S* MNK Associates ft l.f.P, the Secretarial Auditor of the Company, in preifii ifieri form lias beer annexed as AniMteuite-3 Fun her; there wer&qualifications in their Report.

The Management has taker note of the various re mark/qua I ifi cat ions/adverse comments mentioned in the Secretarial Audit Report and appropriate steps will be taken to strengthen the system and procedures for the better compliance management of the Company.

Maintenance of Cost Records

In. terms of Rule jj(5) of Companies [Accounts] Rules* 2014. the Company is required to maintain cost records as specified by the Central Government under sub-section 0] of section 14B of the Companies Act, 2013 read with rule 3 of Companies [cost records and audit) Rales, 201,4 and accordingly such accounts and records are made and maintained by the Company.

Cost Audit Report

M/s ISN & Co-, Cosi Accountants [Firm Registration Nu, OWMfej], Cost Auditors of the Company have submitted their reports on the cost records oi the Company for the financial year ended 31''* March, 2024, There has been no qualification, reservation or adverse remarks in the Auditors'' Reports on the cost records of the Company for the financial yeai ended 31^st March* 2024.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES;

The Company does not have cry subsidiary company or joint venture or associate company. The re was no co mpa ny w hich ha d become or ceased to be t he subsid ia ry, j u i nt venture or associate company o( the Company during the year under review.

DEPOSITS;

During the year undue review, the Company hud riot Invited or accepted any deposits from public under Chapter V of ihc Act and the iRulrs made thereunder. Further, no deposits art Sutstandi11g on the end uf fina&cla 1 year 202S-24.

SIGNIFICANT AND MATERIAL ORDERS PASSED IIV THE Rfc''OUlATORS/ COURTS/ TRIBUNALS:

There has been no significant mid material order passed by any regulator, courts or tribunals Impacting the gnlrtjj wncetn flatus and. njicraimris of the Company In future.

UNCLAIMED DIVIDEND AND TRANSFER TO INVESTOR EDUCATION AND PROTECTRiN FUND AND DETAILS OF NODAL OFFICER;

Pursuant lo applies bln pruvisiuns of the Art [''rad with the IEPF Authority (Accounting, Audit, Transler and Refund J Rules, 2016, details of all unclaimed amnuat of Dividend to be furnished through Form No, I EPF 2 each year and to be uploaded on Company''s Website and on t h e website a M tl PE^r An tlm rity. Thn amount uf E>Evl Jc n J o i a ny flwpr si i el l amount as referred in sub-section ''l of section 12a of the Act, which 15 unpaid or unclaimed for the financial yearundei* review is mentioned in I he Corporate Governance Report of the Company.

In term-s of Rule 7[2HJ of the Investor Education and Protection Fund Authority [Accounting, Audit Transfer and RefundJ Rules, 3016) the Company oas designated Mr. Miihit Srivastava, Company Secretary and Compliance uf licet, as a Nodal Officer. These details are also available on website of the Company i.e. TvwwJtirnasauUJ.com

CREDIT RATING

The iELfOranalioji regarding the Credit Rating has been provided separately under llie heading as “Credit Rating" in Corporate Covcn nar.ce Report

INTERNAL FINANCIAL CON I ROLS:

The Company has established a framework for internal financial controls, the Company has hi place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Lompnn/s policies, safeguarding of ns assets, prevention and drier Lien of frauds and errors, accuracy and com pic Loners nr accounting records and timely preparation of reliable financial : n format I lml. [luring the year on rim review, such controls ware assessed tmd no retpnrT.ihim material weaknesses in the design or operation were observe^. Accordingly, the Board is of the opinion that the Company''s Internal financial controls Were adequate and effective during ffriatrtfaE year 2022-24.

LOANS, GUARANTEES AND INVESTMENT;

During the financial year^Wter review, the Company lias notflivfflaffly loan or guaranty rjr security m connertin-n with a Irian or made any investment in terms affection tfl$ of die Companies Act. 2033,

RELATED RAHTV TRANSALTTONSi;

During the Una ncial year 2023-24, the Go m pa ny h as eu tere d in to transactions with rela ted parties as defined under Section 2 (76) of the Gotti pomes Act, 20 IS read with the Companies (Specification ul Definitions Details!) RnSes. 2014. which were In the ordmaiy course Of business and on am''-H length basis and ;n accordance with the provisions of the Companies Act, £013, rules issued there under and in compliance of the "Policy on Materiality'' and Dealing with Related Party Transactions" o( the Company and in accordance WLlh Regulation 12 of the £EEf3 Listing Refjiilatiun£_L During the financial year 2022-24, tin: Company did no1 eater inco materially significant transactions with Promoters, Key Managerial Personnel or other related parties. Accordingly, the disclosure of Related Party Transactions ns required under Section 124(d) (hj of the Comp jnie& Act,

2013 In Form AOt 2 is txdapplicable

The details of the re Li tel party transactions as required under INL> AS- 24 are set out in Notes to the financial statements forming part ol this Annual Report

Tht policy ::il Related Party I ransJCtlonS Sfi approved by I He Doord m.iy lie acctSSyd on the Company''s website at the link:

hUn-o''/wwn .......................... ........¦in

CONSERVATION Of ENERGY, TECHNOLOGY rt fcSO Rl^J 11U N, FOREIGN EXCHANGE

OUTGO:

pi terms of Sect Ion 134J 3) (i n) t rf j he Act read with Ru It fi b l'' Ci mi pa nies [ A atm nts) Rules. 2014, a statement containing details of conservation of energy, technology nb^orptiun, foreign oidiange ea mingy and outgo, m the maim eras prtsu] l bed uAder the Gqtppanles [ Al:ll»u rt ts) Hul^. 2(114. LS giycrt in AtmCkUl''O ¦ "l hejutO and I''ur''mS par L uf ill In RspOICt

IJI5CLC15URE or PRESCRIBED DETAILS OF DIRECTORS REMUNERATION vis a vis EMPLOYEES REMUNERATION;

In Ijttn 11 y (i f Settinn I ^ 7 [ I 2} rif I h e. Art read wi th Rale 5f 1). 5(2] 3ttd^:S(31 flff the Com |>a n Les (Appni nr incut und ItemLm&atiDii iit Managerial hei''snnnel) Rules, 21114 tiie ratio of the remuneration of ea-ch directnrto the median employee''s remuneration and such otlier details as are rcqnired linder suoh rules are attached as Annexure - 3, whioh forms part uf this repent.

ANNUAL RETURN:

FursiEant to the Section 3 2 [3) read with Sect inn 134(35(aJ ef the Art,, the Annual Return Lil Poms MOT 7 as on March 31, 2024 is available on the Company''s website as https; //www, omaxauKnconi i resources V Ima bes/79 6 2 B997 .pdf

SEXUAL HARASSMENT QF WOMEN AT WORKPLACE [PREVENTION, PROHIBITION AND REDRESS AI.) ACT, 2*113:

The Co tiipany ha s in place a Pu I Ley oh Preventie> nof Stkua L H a raysin vnt at the W*replace m tine with the requirements of the Eiejiiul Harassment of ^otneii at Workplace (Prevention, Prohibition & Rpdtessal} Act, 2U13 (“PtJSI-E*]. The Company has constituted 5n Internal Complaints Committee to redress complaints received regarding sexual harassment at the tvoi kphice.

!>u r i Lh e fi n and :d year r ruled OH Via tub 31,2b24, [fit¹ dhtri \1H\iy h ai n ol tvCcl ve il a rt y

i oniplaint pnrt.lining to seKtt.-I I binresSTTIV.nt.

EN VI RON MENU IE ALTIL AND S A I’ETV f EH SJt

Your Company Is mmmitttuE for sriliminfL to hest Environmental. Safety fi HtLallb Practices during its mamLfaetijnng proteges. It targets to achieve 1 (J0% Environmental l-egal complfanc^si with Customer''s satisfaction along with iftmtinuous trainings a»d awareness program s on different Environmental Burning Issues from time to Ume, In order to ensure effective implementation uf OblAX''s EEIS Policy, the same is systcnTuilicallv LociLmurtLcaLciJ arrfwt all the levels and the employees are trained I mu:

time to time to not only build commitment at their levels hut also encourage them to be effective promoters ol Uiis philosophy and lake EjHSasone nf their key roles in day to day functioning. Environment, Health ard Safety programs in the organization is the prime Focus of Lop management to make mfc acid healthy work environment. Thu ELLS programs

the environment, cafetrre the natur.il resources, prnvidc safe and healthy conditions for work, and comply with applicable Eaws anti insulations,

The Company 15 committed lor adopting Zero Incident free work environment hy Awing continuous wbisplace ami classrooms training^ work permit systems, third party safety Audits and strin^t¹ uL safety slandLirds in the workplace¹. Safety anti health compliances, star! from nur gates anti occupy the topmost position in the yearly goals of l he Con i pa ny.

l''Jie Company tarots to maintain minimurn Zero Severity Rate acid Frequency Race to achieve Zero injury. AM safety compliances being rAonbred via In-housennd tli rdifcarty ioonthly safety audits to know least nun-conformance tu ensure our 1.00^ safety compliances For our employees, associates and machinery to improve productivity. A dedicated EH 5 team Is available ni each unit under guidance of corporate EFISon day-today bails.

All EHS ictl cities arc immltureJ by moodily El IS MIS review median ism with alines Lion of sufficient resources under separaLt³ cost center,For better flCCaimfcabJHty. The Company is also dedicated to save our precious naturai resources witti conservation of water by recycling our effluent after treatment by installing Reverse Osmosis rlants. For continue pf monitoring and to operate uur all RTF''s at holiest efficiency, wc haw established dedicated ETP Labs at all major locations with dedicated ETP Chemists to achieve and fulfil bur cdpimitment towerds Zero Liquid Discharge. The Company''s strength I s Em pi oyee engage me Lit and tin der th 15, cc I eb ratio 11s 0 f En vi rerun en t and 5a fety Day, Fire & Mock Dmlfr. liHS ^vanpiKss gaining programs cove rung all employees ami associates under scheduled classroom a ml floor level training are conducted. EH 5 Legal Compliance traifrlhg programs are organized for ell senior and middle management for better understanding throughout the year to create more vibrant environment amongst [lie employees no I hat each & every employee Lakes Llm responsibilities & j''.Liidts [il.hui s ahtnil nnn-pnlluted environment. The flnmp.my also ensures 10(1% disposal nf nil gererofod Hazardous wnstos as per pollution Conti ol guidelines. The Comp any Em also started disposal oTE-wasle lo Luilhurl?,od cyders.

PltOCEFDINC UNDI''R INSOI. VF! N f V AND JIANKEtl JPTCV CODE. 2fi 1 li.

The Company has not made any application or any proceeding pending under the Insolvency and bankruptcy Code, 2uih (31 of 2016) ("IHC Ctnlf ''E during Hie year. Farther, .at ihe end of the year, Company does not have any proceedings related uj JHC Code.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION HONE WHILE TAKING

LOAN FRfllVITHFRANKS OR FINANCIAL INSTITUTIONS AI.ONC WfTDTHE RF.ASON''i THEREOF:

During the year under review, the Company haj not made tjrc.time settlement there fare, lhe same fr not applicable.

WEULIMKTO IMPORT AN 1 OULUMLNTS/IN l DKMA NUN:

The Company has hosted certain pollcles/documents/ Information, including inter alia. Policy tor determining ''Material Subsidiaries'' Policy on dealing with Related Party Transactions, Familiarisation programmes lor Independent Directors etc. as per the rtjqLiireEiieut [if Saw or otherwise.

Following link could he used For accessing such polices/ documents/information:

!}ttps.//w ivw.on joxu u t&Qpm/Codes-Pol tcizs.amx

For Reguititfiitl 46: htlfy$;J/vfW''W-QtrtCtX(ml(}-rQti\/r£Qu\(itKiit46.0i>px For Regulation 30: httpi://www.vnhixautD-c(?m/revulntiQnMu5px

COMPLIANCE OF SECRETARIAL STANDARDS ISSUED liV RISE:

During the financial year 202d-]i4, the Director have devised proper F7ystems to ensure compliance with the provisions oF all applicable Secretarial Standards and that the best 1-jfJurts jtl! hen up taken LhaL (inch systems lieiTiH adequate and operated efTertively.

ACKNOWLEDGEMENT / APPRECIATION;

Thv Directors wish to convey tltieEr appreciation to busimess associates for itu-ir support and contribution during the year. The Directors would also like to tdank the employees, sbarvtmldurs, customers* suppliers* all lance partners, banker;; and goverwtterit agencies For the to uti nued sti ppo rt give ^:i by l he in to t h e Corn piny and thei r con '' i do nee repo sed 111 the management We look forward for your continued support In the future.

For ftnfcaK Auto it Limited

Sd/- Sd/-

JaEcmler Kumar Otchia I jvmdtrSingh

(Vice Chairm a n cum i n r Di rectorJ [Wii o le-time DirectorJ

DIN: 00028207 D1N;01175243

Place; Giutisram Date: 2U^1h July, 2 U2 4

---

Mar 31, 2018

Dear Shareholders,

The Board of Directors has pleasure in presenting the 35^th Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended 31^st March, 2018.

FINANCIAL SUMMARY

The summary of the financial performance of the company for the financial year ended 31^stMarch, 2018 as compared to the previous year is as below:

Amounts in Rs. Lakh

Particulars	2017-18*	2016-17*
Revenue from operations and other income	122,003.00	118,696.64
Profit before Tax	57.06	(378.99)
Total tax expenses	(708.73)	(160.05)
Profit (Loss) for the period	765.79	(218.94)
Other Comprehensive income	200.46	(22.81)
Total Comprehensive income	966.46	(241.75)
Earnings per Share (EPS)	3.58	(1.02)

*Figures are as per IND-AS accounting.

CARRY TO RESERVE

No amount is proposed to be transferred to the General Reserve of the Company for the financial year 2017-18.

RECOMMENDATION OF DIVIDEND

Your Directors do not recommend any dividend for the financial year 2017-18.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITION

For last few years, the Company is going through a tough times. The demand from two wheeler manufacturers has not been doing well. Coupled with some IR issues and increasing fixed costs, the Board, in its meeting held on 21^st March, 2018 had decided to close its Manesar Plant. Considering healthy demand from other customers, these events may not affect the overall financial position of the Company significantly. In opinion of the Board, there have been no material changes and 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 of this Report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company. The main business activity of the Company primarily continues to be manufacturing and supply of sheet metal components. The Company is continuously exploring the possibility of venturing into new business areas to minimize its business risks. Indian Railways has been one of the main growth drivers in recent times so it was proposed to venture into new products in this area.

STATE OF THE COMPANY’S AFFAIRS, OPERATIONS AND FUTURE PROSPECTS

During the financial year 2017-18, the total revenue of the Company was Rs. 1220.03 Crores as compared to total revenue of Rs. 1186.96 Crores (as per IND-AS) during the previous financial year, thus resulting a marginal growth over previous year. Profit before tax for the year under review was Rs. 0.57 Crore as against loss of Rs. 3.79 Crore (as per IND-AS), in the previous financial year.

Financial year 2017-18 was a challenging year for the Company. The demand from 2W manufacturers was not upto the expectation. Increasing fixed costs impacted the business of the Company adversely. However, during the year under review, demand from commercial vehicle manufacturers and Indian Railways witnessed a very good growth and poised to grow further in coming years.

Due to cost rationalization, the Company has taken many consolidation activities in the recent past. The management has also realigned its focus in new areas. As stated earlier, demand from 2W manufacturers was subdued. The management is working on to increase its customer base & product portfolio for Indian Railways, passenger car manufacturers and CV manufacturers. Recently, the Board has, in principle, approved capacity expansion for Indian Railways.

For further details, Shareholders may refer to Management Discussion and Analysis and Corporate Governance Report that forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V thereto, Management Discussion and Analysis Report has been appended separately, which forms part of this Report and the Annual Report.

CORPORATE GOVERNANCE

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 emphasised 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.

Compliance of Corporate Governance provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year 2017-18 has been provided in the Corporate Governance Report, which is attached hereto, and forms part of, this Report. The Auditor’s certificate on compliance with corporate governance norms is also attached thereto.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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 the Companies Act, 2013 (“the Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of the Section 203 of the Act, the Company has designated the Key Managerial Personnel. During the year under review, there were no changes in the composition of Directors of the Company.

In terms of the provisions of the Act and Article of Association of the Company, Mr. Tavinder Singh (DIN: 01175243), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The present term of appointment of Mrs. Sakshi Kaura as the Joint Managing Director of the Company is valid up to 31^st May, 2018. The Board has, subject to the approval of the Members in the forthcoming AGM, approved the re-appointment of Mrs. Sakshi Kaura as Joint Managing Director for another period three years effective from 1^st June, 2018.

The present term of appointment of Mr. Tavinder Singh as the Whole-Time Director of the Company is valid up to 28^th October, 2018. The Board has, subject to the approval of the Members in the forthcoming AGM, approved the re-appointment of Mr. Tavinder Singh as the Whole-Time Director for another period of three years, with effect from 29^th October, 2018.

The Board in its meeting held on 19^th July, 2018 appointed Mr. Devashish Mehta as an Additional Director of the Company with immediate effect. Further, the Board appointed Mr. Devashish Mehta, as Joint Managing Director of the Company also with immediate effect, subject to shareholders approval. At the ensuing 35^th AGM of the Company, it is proposed to appoint Mr. Devashish Mehta as Joint Managing Director of the Company.

APPOINTMENT/RE-APPOINTMENT OF INDEPENDENT DIRECTOR

The Board in its meeting held on 19^th July, 2018, has appointed Mr. Bharat Kaushal as an additional director of the Company in the category of Independent Director with immediate effect. Further, appointment of Mr. Bharat Kaushal as an Independent Director of the Company is subject to approval of the shareholders in the ensuing Annual General Meeting.

Mrs. Novel Singhal Lavasa (DIN: 07071993) was appointed as an Independent Director on the Board of the Company by the members at their 33^rd Annual General Meeting, held on 12^th September, 2016, for a term of three years w.e.f. 29^th October, 2015. Accordingly, her office as Independent Director of the Company is expiring on 28^th October, 2018.

In terms of the provisions of Section 149 (10) of the Companies Act, 2013, read with Schedule IV thereto, an Independent director can be re-appointed for another term by passing of a special resolution by the Company.

Accordingly, subject to the approval of the members, the Board of Directors of the Company, at its meeting held on 19^th July, 2018, have recommended the re-appointment of Mrs. Novel Singhal Lavasa as Independent Directors of the Company, for a further term of five years, to the members in ensuing Annual General Meeting.

MEETINGS OF THE BOARD

During the year under review, 7 (seven) meetings of the Board were held respectively on 18^th April, 2017, 19^th April, 2017, 17^th August, 2017, 8^th September, 2017, 8^th December, 2017, 20^th January, 2018 and 21^st March, 2018. For other details of Board Meetings and committee meetings, members may refer to the Corporate Governance Report attached separately to this report.

COMPOSITION AND RECOMMENDATION OF AUDIT COMMITTEE

During the year under review, there was no change in the composition of the Audit Committee of the Board. Currently, the Audit Committee is composed of four directors as follows:

1. Dr. Ramesh Chand Vaish, Independent Director (Chairman);

2. Dr. T. N. Kapoor, Independent Director (Vice-Chairman and Member);

3. Mr. Jatender Kumar Mehta, Chairman cum Managing Director (Member); and

4. Mrs. Novel S Lavasa, Independent Director (Member)

There has been no instance wherein the Board had not accepted any recommendation of the Audit Committee.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5), the directors state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 and 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 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.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All independent directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

In terms of Section 178(3) of the Companies Act, 2013, upon recommendation of the Nomination and Remuneration Committee, the Board has adopted the Nomination and Remuneration Policy of the Company. Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other prescribed matters, are governed by such policy. In terms of Section 178(4) of the Act, such policy is disclosed on website of the Company at the below link: -http://www.omaxauto.com/other-reports.aspx?mpgid=42 &pgidtrail=81

ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The evaluation of performance of the Board, its Committees and individual directors for the financial year 2017-18 was carried out in accordance with the policy for evaluation of the performance of the Board of Directors of the Company. The evaluation forms and criteria for evaluation of Board of Directors, Managing Director / Executive Directors, NonExecutive Independent Directors, Board Committees and Chairman of the Company, were circulated to all the directors for their feedback/ ratings. The forms were submitted back to the Company by the directors with their feedback/ ratings. On the basis of their feedback/ratings, the Board evaluated the performance of Board of Directors, Managing Director / Executive Director, Non-Executive Independent Director, Board Committees and the Chairperson of the Company. The Board was satisfied with the evaluation results.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company has established a vigil mechanism and has adopted the “Vigil Mechanism/Whistle Blower Policy”. As per the policy objective, the Company encourages its employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment. A vigil mechanism provides a channel to the employees and directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and directors to avail the mechanism and also provide for direct access to the Managing Director/Chairman of the Audit Committee in exceptional cases. Such policy is available on the website of the Company i.e. www.omaxauto.com.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As a good corporate citizen, the Company understands the significance of inclusive growth and wellbeing of all stakeholders, including the society at large. Your Company has been taking initiatives under Corporate Social Responsibility (CSR) for society at large, well before it has been prescribed under Companies Act, 2013. The Company has a well-defined Policy on CSR as per the requirement of Section 135 of the Companies Act, 2013 which covers the activities as prescribed under Schedule VII of the Companies Act, 2013.

During the year under review, your Company has carried out activities primarily related to promoting/providing education to the poor and underprivileged children.

The details about the policy developed and implemented by the Company on Corporate Social Responsibility initiatives taken during the year, the reasons for the unspent amount on CSR and Composition of CSR Committee, as required under clause (o) of sub-section (3) of the Section 134 of the Companies Act, 2013 are provided in the CSR Annual Report in terms of Rule 8 of the Companies (Corporate Social responsibility) Rules, 2014, which is attached as Annexure-1 and forms part of this report.

CSR Liability for the FY 2017-18 was Rs. 17.32 Lacs. Out of the budgeted amount of Rs. 33.00 Lacs (out of cumulative funds available) for approved projects, an amount of Rs. 26.88 Lacs was spent during the year. Some projects could not been completed by March, 2018 and continued in the following year. The remaining expenditure will be incurred in the following year. However, the Company is committed to spend the unspent amount of CSR expenditure, including of the previous years, aggregating Rs. 22.18 Lacs as calculated below.

Amounts in Rs. Lacs

SI. No.	Particulars	2017-18	2016-17	2015-16	2014-15	Total
1.	CSR Liability (2% of Net Profit)	17.32	12.42	18.11	51.11	98.95
2.	Amount Spent (Upto 2017-18)	45.32	6.30	0.00	25.16	76.77
3.	Amount outstanding as Unspent at 31.03.2018	22.18

The detailed report on initiatives taken during 2017-18 can be accessed at the website of the company at www. omaxauto.com.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors of the Company has adopted a policy as the Risk Management Policy of the Company with main objective of to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The functions of the Risk Management Committee includes preparation of company-wide framework for risk management, fixing roles and responsibilities, communicating the risk management objective, allocating resources, drawing action plan, determining criteria for defining major and minor risks, deciding strategies for escalated major risk areas, updating company-wide Risk register and preparing MIS report for review of Audit Committee.

The implementation and monitoring of this policy is currently assigned to the Audit Committee of the Board. Though the Board is striving to identify various elements of risk, however, in the opinion of the Board, there has been no element of risk which may threaten the existence of the Company.

STATUTORY AUDITOR

M/s. BGJC & Associates LLP, Chartered Accountants (Firm Registration No. 003304N), were appointed as Statutory Auditor of the Company at the 34^th AGM till the conclusion of 39^th AGM.

M/s. BGJC & Associates LLP have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013 read with the rules made thereunder, and upon the recommendation of the Audit Committee, the Board of Directors has appointed M/s. Chandrasekaran Associates, Company Secretaries as the Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year ending 31st March, 2019.

INTERNAL AUDITORS

In terms of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board of Directors, on recommendation of the Audit Committee, has re-appointed M/s. HM & Associates, Chartered Accountants, M/s. Singhi Chugh & Kumar, Chartered Accountants and M/s. N. Kochhar & Co., Chartered Accountants as Internal Auditors of the Company for the financial year 2018-19.

COST AUDITORS

The Board of Directors of the Company, on the recommendations made by the Audit Committee, has appointed M/s. JSN & Co., Cost Accountants (Firm Registration No. 000455) as the Cost Auditor of the Company to conduct the audit of the cost records for the financial year 2018-19. The remuneration proposed to be paid to the Cost Auditor, subject to ratification by the shareholders of the Company at the ensuing 35^th AGM, would not exceed Rs. 1.2 Lakhs excluding taxes and out of pocket expenses, if any.

The Company has received consent from M/s. JSN & Co., Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2018-19 along with a certificate confirming their independence and arm’s length relationship.

AUDITORS’ REPORT

M/s. BGJC & Associates LLP, Chartered Accountants (Firm Registration No. 00304N), Statutory Auditors of the Company have submitted their reports on the financial statements of the Company for the financial year ended 31^st March, 2018. 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, 2018 except that there was one instance of delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund (IEPF) by the Company. In this regard it is clarified that due to last minute request received from one of the shareholders claiming his unpaid dividend amount, the relevant Bank took time to issue the Demand Draft in favour of the shareholders. Further, until the Demand Draft was encashed, the bank could not make the cheque for the final amount, in favour of IEPF. After the Demand Draft was encashed by the shareholder, the Bank issued the cheque and the amount was duly transferred to the IEPF’s account. The delay was unintentional and to protect the interest of the shareholder. However, the management would take steps to avoid such recurrence in future.

There has been no fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 for the financial year 2017-18.

In terms of Section 204(1) of the Act, a Secretarial Audit Report, given by M/s. Chandrasekaran Associates, the Secretarial Auditor of the Company, in prescribed form has been annexed as Annexure-2 hereto and forms part of this Report. Further, there has been no qualification, reservation or adverse remarks or disclaimer or qualification made by the Secretarial Auditors in their report for the financial year ended 31^st March, 2018 except that there was one instance of delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund (IEPF) by the Company. Necessary explanation has been made in this regard in above paragraphs.

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, 2018. 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, 2018.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary company or joint venture or associate company. There was no company which had become or ceased to be the subsidiary, joint venture or associate company of the Company during the year under review.

DEPOSITS

During the year under review, the Company had not invited or accepted any deposits from public under Chapter V of the Companies Act, 2013 and the Rules made thereunder.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

There has been no significant and material order passed by any regulator, courts or tribunals impacting the going concern status and operations of the Company in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

For the purposes of effective internal financial control, the Company has adopted various policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. For further discussion on adequacy of internal financial controls, please refer the discussion in Management Discussion and Analysis that forms part of this Report.

LOANS, GUARANTEES AND INVESTMENT

During the financial year under review, the Company has not given any loan or guarantee or made any investment in terms of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

During the year under review, there was no new transaction with related parties falling under the purview of Section 188 of the Act. All the transactions with the related parties were in ordinary course of business and on arm’s length basis, hence, were out of the purview of Section 188 of the Act. All transactions with related parties were duly reviewed by the Audit Committee of the Board. In terms of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Para A of Schedule V thereto, the Related Party disclosures have been provided separately, which form part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO

In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, a statement containing details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in the manner as prescribed under the Companies (Accounts) Rules, 2014, is given in Annexure- 3 hereto and forms part of this Report.

DISCLOSURE OF PRESCRIBED DETAILS OF DIRECTORS’ REMUNERATION VIS-A-VIS EMPLOYEES REMUNERATION

In terms of Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification and amendments thereto), the ratio of the remuneration of each director to the median employee’s remuneration and such other details as are required under such rules are attached separately as Annexure - 4, which forms part of this report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format [MGT-9] is appended as Annexure-5, to the Board’s Report.

CASES FILED UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Directors further state that during the year under review, there was no complaint filed/received pursuant to the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013.

SUSPENSION OF SECURITIES OF THE COMPANY

The securities of the Company has not been suspended from trading in any of the stock exchanges during the period under review.

ENVIRONMENT HEALTH AND SAFETY (EHS)

Your Company is committed for adhering to best Environmental, Safety & Health Practices during its manufacturing processes. It targets to achieve 100% Environmental Legal compliances with 100% customer’s satisfaction along with continuous trainings and awareness programs on different Environmental Burning Issues from time to time. In order to ensure effective implementation of OMAX’s EHS Policy, the same is systematically communicated across all the levels and the employees are trained from time to time to not only build commitment at their levels but also encourage them to be effective promoters of this philosophy and take EHS as one of their key roles in day to day functioning. Environment, Health and Safety programs in the organization is the prime focus of top management to make safe and healthy work environment. The EHS programs protect the environment, conserve the natural resources, provide safe and healthy conditions for work, and comply with applicable laws and regulations.

The Company is committed for adopting Zero Incident free work environment by following continuous workplace and classrooms trainings, work permit systems, third party safety audits and stringent safety standards in the workplace. Safety and health compliances, start from our gates and occupy the topmost position in the yearly goals of the Company.

The Company targets to maintain minimum Zero Severity Rate and Frequency Rate to achieve Zero injury. All safety compliances being monitored via In-house and third party monthly safety audits to know least non-conformance to ensure our 100% safety compliances for our employees, associates and machinery to improve productivity. A dedicated EHS team is available in each unit under guidance of corporate EHS on day-to-day basis.

All EHS activities are monitored by monthly EHS MIS review mechanism with allocation of sufficient resources under separate cost centre for better accountability. The Company is also dedicated to save our precious natural resources with conservation of water by recycling our effluent after treatment by installing Reverse Osmosis Plants. For continuous monitoring and to operate our all ETPs at highest efficiency, we have established dedicated ETP Labs at all major locations with dedicated ETP Chemists to achieve and fulfil our commitment towards Zero Liquid Discharge. The Company’s strength is Employee engagement and under this, celebrations of Environment and Safety Day, Fire & Mock Drills, EHS awareness training programs covering all employees and associates under scheduled classroom and floor level training are conducted. EHS Legal Compliance training programs are organized for all senior and middle management for better understanding throughout the year to create more vibrant environment amongst the employees so that each & every employee takes the responsibilities & guides others about non polluted environment. The Company also ensures 100% disposal of all generated Hazardous wastes as per Pollution Control guidelines. The Company has also started disposal of E-waste to authorized re-cyclers.

WEBLINKTO IMPORTANT DOCUMENTS/INFORMATION:

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: http://www.omaxauto.com/other-reports.aspx?mpgid=42&pgidtrail=81

COMPLIANCE OF SECRETARIAL STANDARDS ISSUED BY ICSI

During the financial year 2017-18, the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT / APPRECIATION

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners, bankers and government agencies for the continued support given by them to the Company and their confidence reposed in the management. We look forward for your continued support in the future.

For Omax Autos Limited

Jatender Kumar Mehta

Place: Gurugram (Chairman Cum Managing Director)

Date: 19^th July, 2018 DIN: 00028207

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Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 32nd Annual Report on the business and operations of the Company, together with the Audited Annual Accounts for the financial year ended March 31, 2015.

FINANCIAL SUMMARY:

The summary of the financial performance of the company for the financial year ended March 31, 2015 as compared to the previous year is as below:

Amount in Rs. Lac Particulars 2014-15 2013-14

Net Sales and other income . 101,073.43 98,499.82

PBIDT 5,113.64 5,005.66

Less: Interest 2,024.12 2,409.35

PBDT 3,089.51 2,596.30

Less: Depreciation and Amortization 3,082.77 3,206.87

Profit before Tax and Exceptional Income 6.74 (610.57)

Add: Exceptional Income 766.05 -

Profit before Tax 772.79 (610.57)

Less: Tax Expenses (73.61) (200.61)

Net Profit/Loss after Tax 846.39 (409.89)

Prior Period Income/ expenses( )/(-) - (216)

Amount available for appropriation 826.35 (626.40)

Surplus/Deficit carried to Balance Sheet 826.35 (626.40)

Earnings per Share (EPS) 3.86 (2.93)

CARRY TO RESERVE

Your Board of directors does not propose any amount to be carried to any reserve.

RECOMMENDATION OF DIVIDEND

Your management has decided to redeploy the profit generated during the year into the business of the Company. Hence, your Board of Directors does not recommend any dividend for the financial year 2014-15.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION

In opinion of the Board, there has been no material changes and 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 of this Report.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review. The main business activity of the Company continues to be manufacturing and supply of automotive components and parts. The Company has some revenue generated from its wind power project. However, contribution to total turnover of such revenue is very insignificant. Notwithstanding the aforementioned, the Company is continuously exploring the possibility of venturing into new business areas to minimise its business risks. At opportune time, the Company may diversify into new business areas.

STATE OF THE COMPANY'S AFFAIRS, OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY

During the year under review, the company did reasonably well as compared to the previous year. The Total Turnover/ Sales and Other Income of the Company were Rs. 1011 Crores as against Rs. 985 Crores for the previous financial year. The Company recorded a net profit of Rs. 8.26 Crores as against a net loss of Rs. 6.26 Crores during the previous financial year. The EPS thus has been recorded at 3.86 as compared to (2.93) for the previous financial year.

For further detail refer to Management Discussion & Analysis and Corporate Governance Report that forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Clause 49 of the Listing Agreement with the stock exchanges, Management Discussion and Analysis Report has been provided separately,which forms part of this Report and the Annual Report.

CORPORATE GOVERNANCE

Accountability, fairness and transparency are the cornerstones of good Corporate Governance practices. These are the building blocks of an organization. Your Company believes and practices the same philosophy. Corporate governance is all about effective management of relationship among all the 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.

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

Compliance with Clause 49 of the Listing Agreement for the year 2014-15 has been given in the Corporate Governance Report, which is attached to, and forms part of, this Report. The Auditor's certificate on compliance with corporate governance norms is also attached thereto.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the company has an optimum combination of executive and non-executive directors and also has independent directors and woman director in compliance with the legal requirement. Further, in terms of Section 203 of the Companies Act, 2013, the Company has also appointed Key Managerial Personnel in compliance with the said section.

During the year under review, Mr. Jatender Kumar Mehta, Managing Director; Mr. Ravinder Mehta, Managing Director; Mrs. Sakshi Kaura, Whole-time Director (now re-designated as Managing Director); Mr. Jagdish Chandra Jhuraney, Whole-time Director (now resigned); Mr. Pushpendra Kumar Bansal, Chief Financial Officer and Mr. Sanjeev Kumar, Company Secretary (now resigned) were designated as the Key Managerial Personnel of the Company. Mr. Sanjeev Kumar, has resigned from his office w.e.f. 25th August, 2014. The Board has appointed Mr. Sanjeeb Kumar Subudhi as the Company Secretary and the Compliance Officer of the Company w.e.f. 10th September, 2014 who is also a Key Managerial Personnel. Mr. Ramesh Bahadur Singh, appointed as Whole-time Director of the company w.e.f. 23rd January, 2015.

The shareholders of the Company have confirmed the appointment of Mr. Suresh Chand Mathur, Dr. Ramesh Chandra Vaish, Dr. Triloki Nath Kapoor and Dr. Lalit Bhasin as independent directors by the Board. Further, the Board has also appointed Mr. Deep Kapuria as an additional director in the category of Independent Director into the Board, in its meeting held on 10th November, 2014.

Mr. Salil Bhandari, director and Mr. Jagdish Chandra Jhuraney, Whole-time Director of the Company have resigned from their respective offices, with effect from 5th August, 2014 and 31st December, 2014 respectively.

After the end of financial year under review, Dr. Lalit Bhasin, Independent Director; Mr. Suresh Chand Mathur, Chairman and Independent Director; Mr. Atul Raheja, Director, Mr. Ramesh Bahadur Singh, Whole-time Director and Mr. Verinder Kumar Chhabra, non-executive director have resigned from their respective offices w.e.f. 20th March, 2015, 22nd May, 2015, 5th June, 2015, 16th July, 2015 and 25th July, 2015 respectively.

Further, appointment of Mr. Deep Kapuria as independent director is subject to the approval of the shareholders in general meeting.

Mr. Deep Kapuria, being additional director, shall hold its office till the date of ensuing Annual General Meeting. Mr. Kapuria has intended to be appointed as regular director of the company and the company has recieved a notice in writing under his hands signifying Mr. Kapuria's candidature as a director and complied with other requirements of Section 160 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014. Your Board recommends regularization of Mr. Kapuria's appointment at the ensuing Annual General Meeting.

MEETINGS OF THE BOARD

During the year under review, 4 (four) meetings of the Board were held on 23rd May, 2014, 24th July, 2014, 10th November, 2014 and 23rd January, 2015 respectively. For other details of Board Meetings and committee meetings, please refer to the Corporate Governance Report attached separately to this report.

COMPOSITION AND RECOMMENDATION OF AUDIT COMMITTEE

The Audit Committee of the Board was reconstituted during the year under review on 23rd January, 2015. Currently, the Audit Committee is composed of three directors as follows:

1. Dr. Ramesh Chand Vaish, Independent Director;

2. Dr. Triloki Nath Kapoor, Independent Director; and

3. Mr. Jatender Kumar Mehta, Executive Director

For other details and changes in composition of the Audit Committee made during the financial year, please refer to the Corporate Governance Report attached separately to this report. There has been no instance wherein the Board had not accepted any recommendation of the Audit Committee.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5), the directors state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 and 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 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.

(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.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All independent directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

In terms of Section 178(3) of the Companies Act, 2013, upon recommendation of the Nomination and Remuneration Committee, the Board has adopted the Nomination and Remuneration Policy of the Company. Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other prescribed matters, are governed by such policy. As per terms of Section 178(4) of the Act, such policy is attached hereto as Annexure - 1 which forms part of this report.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board is in the process of making the formal annual evaluation of its own performance and that of its committees and individual directors. The Company has convened two separate meetings of Independent Directors wherein the independent directors have already initiated the evaluation of directors. As recently there have been some frequent changes in directorship in the Board, the evaluation process has been delayed a bit. However, the Board is working on the same and it would be completed as soon as possible. As a good corporate governance practice, the Company isalso taking professional advice developing a Policy on formal Board Evaluation. Once adopted by the Board upon recommendation of the Nomination and Remuneration Committee, the Committee shall regulate and implement such policy.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company in its Board Meeting held on 23rd May, 2014, has established a vigil mechanism and has adopted the "Vigil Mechanism/Whistle Blower Policy" of the Company. As per the policy objective, the Company encourages its employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment. A vigil mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/Chairman of the Audit Committee in exceptional cases. Such policy is made available on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to Section 135 of the Companies Act, 2013, the Board of directors of the Company, in its meeting held on 23rd May, 2014, has constituted the Corporate Social Responsibility (CSR) Committee of the Board.

Pursuant to Section 134(3)(o) and Section 135(2) of the Companies Act, 2013, read with Rule 9 of the Companies (Accounts) Rules, 2014 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 the details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year, has been provided separately as Annexure - 2, which forms part of this Report.

During the year under review, the Company has not spent the two percent of the average net profit of the last three financial years as mandated under the CSR Rule. As this was the first year of implementation of the CSR policy and there was apprehension in the mind of the management regarding coverage of any activity as CSR activity, in line/ compliance with the CSR policy of the Company and Schedule VII of the Act, adequate number of projects/programs could not been undertaken by the Company during the year. However, as the regulator has clarified many things in this regard recently and the Company is also seeking professional help in this regard, the Company is in a better position now to implement its CSR policy effectively. The unspent amount for financial year 2014-15 would be carried forward to next year for spending on CSR activities.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors in its meeting held on 10th November, 2014 has adopted a policy as the Risk Management Policy of the Company with main objective of to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The implementation and monitoring of this policy is currently assigned to the Audit Committee of the Board. Though the Board is striving to identify various elements of risk, however, in the opinion of the Board, there has been no element of risk which may threaten the existence of the Company.

AUDITORS

M/s. A. Kumar Gupta & Co., Chartered Accountants was appointed as the Statutory Auditors of the Company at the last Annual General Meeting held on 24thSeptember, 2014. The Auditors shall hold office till the conclusion of the ensuing Annual General Meeting of the Company. M/s. A. Kumar Gupta & Co., has also given a Certificate under section 139 & 141 of the Companies Act, 2013, confirming their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed. The Board of Directors of your Company, recommend their re-appointment for your approval as Statutory Auditors to hold office from conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company and to fix their remuneration.

The Company had appointed M/s. Chandrasekaran Associates, Company Secretaries, as the Secretarial Auditors to conduct Secretarial Audit for the financial year ended 31st March, 2015 in terms of Section 204(1) of the Companies Act, 2013.

The Company had appointed M/s. Ravi Sahni & Co. as the Cost Auditor of the Company to conduct audit of the cost records of the Company for the financial year ended 31st March, 2015. The Cost Auditor has submitted their report to the Board and shall submit the same to the Central Government.

AUDITORS' REPORT

The Statutory Auditors of the Company has submitted their reports on the consolidated and standalone financial statement of the Company for the financial year ended 31st March, 2015 which are self-explanatory and needed no further comments. 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 or disclaimer in the Auditors' Reports on the consolidated and standalone financial statement of the Company for the financial year ended 31st March, 2015.

In terms of Section 204(1) of the Act, a secretarial audit report, given by the Secretarial Auditor in prescribed form has been annexed hereto and forms part of this Report. Further, there has been no qualification, reservation or adverse remarks or disclaimer made by the Secretarial Auditors in their report for the financial year ended 31st March, 2015.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one subsidiary company in the name of "GMAX Auto Limited" having its main business activities of manufacturng auto parts and tools, dies, jigs fixtures etc. There was no company which had become or ceased to be the subsidiary, joint venture or associate company of the Company during the year. Apart from one subsidiary, the Company does not have any associate company or joint venture company within the meaning of Section 2(6) of the Companies Act, 2013.

Report on the performance and financial position of the subsidiary:

The subsidiary company, GMAX Auto Limited has Revenue from operations & Other Income for the financial year 2014- 15 at Rs. 9114.20 Lac, which is higher by 878.22% over previous year (Rs. 931.71 Lac in 2013-14). Earnings before interest, tax, depreciation and amortization (EBITDA) at Rs. 593.47 Lac, is higher by 267.97% over previous year (Rs. 161.28 Lac in 2013-14). Net Loss for the financial year 2014-15 at Rs. (793.30 Lac), has increased considerably by 134.14% as comparison to previous year i.e. Rs. (338.82 Lac). The subsidiary has incurred the loss primarily due to interest on long term borrowings for capital expenditure and depreciation. Being new manufacturing facility, capacity utilization is relatively low and the subsidiary expects to increase the capacity utilization in coming years and profitability will also improve.

As per Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and Clause 32 and other provisions of the Listing Agreement, entered into with the Stock Exchanges, a consolidated financial statement of the Company and its subsidiary has been prepared and attached to the standalone financial statement of the Company. The consolidated financial statement has been prepared in accordance with the relevant accounting standards.

A separate statement containing the salient features of the financial statement of the subsidiary, for the Financial Year 2014-15, in Form AOC-1, has been attached along with the financial statement of the Company. A copy of separate audited financial statement in respect of the subsidiary shall be providedupon request by a shareholder.

FIXED DEPOSITS

The Company has not invited or accepted fixed deposits from public during the year under review, under Chapter V of the Companies Act, 2013 and the Rules made thereunder.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

There has been no significant and material order passed by any regulator, courts or tribunals impacting the going concern status and operations of the Company in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

For the purposes of effective internal financial control the Company has adopted various policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. For further discussion on adequacy of internal financial controls, please refer the discussion in Management Discussion & Analysis that forms part of this Report.

LOANS, GUARANTEES AND INVESTMENT

During the financial year under review, the Company has not given any loan or guarantee or made any investment in terms of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

During the year under review, there was no new transaction with related parties falling under the purview of Section 188 of the Act. All the transactions with the related parties were in ordinary course of business and on arm's length basis, hence, were out of the purview of Section 188 of the Act. All transactions with related parties were duly reviewed by the Audit Committee of the Board.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO

In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, a statement containing details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in the manner as prescribed under the Companies (Accounts) Rules, 2014, is given in Annexure - 3 hereto and forms part of this Report.

DISCLOSURE OF PRESCRIBED DETAILS OF DIRECTORS' REMUNERATION VIS-A-VIS EMPLOYEES REMUNERATION

In terms of Section 197(12) of the Act read with Rule 5(1) 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the ratio of the remuneration of each director to the median employee's remuneration and such other details as are required under such rules are attached separately as Annexure - 4, which forms part of this report.

EXTRACT OF THE ANNUAL RETURN

In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the extract of the annual return in form MGT-9 is annexed herewith as Annexure - 5.

ENVIRONMENT HEALTH AND SAFETY (EHS)

Your Company is committed for adhering best Environmental, Safety & Health Practices during its manufacturing processes. It targets to achieve 100% Environmental Legal Compliances with 100% customer's satisfaction along with continuous trainings and awareness programs on different Environmental Burning Issues from time to time.

Environment, Health and Safety programs in the organization is the prime focus of top management to make safe and healthy work environment. The EHS programs protect the environment, conserve the natural resources, provide safe and healthy conditions for work, and comply with applicable laws and regulations.

All the units of the Company are ISO 14000 and OHSAS 18000 certified and adhere to EMS & Occupational Management Systems. It shows the company's strong commitment towards EHS philosophy, management and practices. In order to ensure effective implementation of OMAX's EHS Policy, the same is systematically communicated across all the levels and the employees are trained in this from time to time to not only build commitment at their levels but also encourage them to be effective promoters of this philosophy and take EHS as one of their key roles in day to day functioning.

The Company is committed for adopting Zero Incident free work environment by following continuous workplace and classrooms trainings, work permit systems, third party safety audits and stringent safety standards in the workplace. Safety and health compliances, start from our gates and occupy the topmost position in the yearly goals of the Company. On the same lines, the Company has taken the following steps in the previous year to show our commitment towards EHS compliances.

The Company targets to maintain minimum Zero Severity Rate and Frequency Rate to achieve Zero injury. All safety compliances being monitored via In-house and third party monthly safety audits to know least non-conformance to ensure our 100% safety compliances for our employees, associates and machinery to improve productivity. A dedicated EHS team is available in each unit under guidance of corporate EHS on day-to-day basis.

All EHS activities are monitored by Monthly EHS MIS review mechanism with allocation of sufficient resources under separate Cost centre for better accountability.

The Company is also dedicated to save our precious natural resources with conservation of water by recycling our effluent after treatment by installing Reverse Osmosis Plants. For continuous monitoring and to operate our all ETP's at highest efficiency we have established dedicated ETP Lab's at all major locations with dedicated ETP Chemist to achieve and fulfil our commitment towards Zero Liquid Discharge.

The Company also ensure 100% disposal of all generated Hazardous wastes as per Pollution Control guidelines. The Company has also started disposal of E-waste to authorized re-cyclers too.

The Company's strength is Employee engagement and under this, celebrations of Environment and Safety Day, Fire & Mock Drills, EHS awareness training programs covering all employees and associates under scheduled classroom and floor level training are conducted. EHS Legal Compliance's training programs are organized for all senior and middle management for better understanding throughout the year to create more vibration amongst the employers so that each every employer took the responsibilities & guide the others about non polluted environment in the world place as well as in the society.

WEBLINK TO IMPORTANT DOCUMENTS/INFORMATION:

The Company has hosted certain policies/documents/ information, including inter alia, Policy for determining 'material' subsidiaries, Policy on dealing with Related Party Transactions, familiarisationprogrammes for Independent Directors etc. as per the requirement of law or otherwise. Following link could be used for accessing such policies/ documents/information.

http://www.omaxauto.com/other-reports.aspx?mpgid = 42&pgidtrail=81

ACKNOWLEDGEMENT / APPRECIATION

Your Directors place on record their gratitude to the Central Government, State Governments and Company's Bankers for their assistance, co-operation and encouragement extended to the Company. Your Directors also thank and sincerely appreciate the Business Associates and Employees at all levels for their unstinting efforts in ensuring an excellent all around operational performance. Last but not the least the directors would also like to thank valuable shareholders and other stakeholders for their support and contribution. We look forward for your continued support in the future.

For Omax Autos Ltd. Jatender Kumar Mehta Sakshi Kaura (Managing Director) (Joint Managing (DIN:00028207) Director (DIN: 02094522)

Place : Gurgaon Date :25th July, 2015

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 31st Annual Report on the business and operations of the Company, together with the Audited Annual Accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS:

The summary of the financial performance of the company for the financial year ended March 31, 2014 as compared to the previous year is as below:

Rs. in Lac

Current Year Previous Year Particulars 2013-14 2012-13

Net Sales and other income 98500 110685

PBIDT 5006 7945

Less: Interest 2409 2635

PBDT 2596 5310

Less: Depreciation and Amortization 3207 3106

Profit/(Loss) before Tax and Exceptional Income (611) 2204

Add: Exceptional Income - -

Profit/(Loss) before Tax (611) 2204

Less: Provision for Tax

(Including Deferred Tax) (201) 744

Net Profit/(Loss) after Tax (410) 1460

Prior Period Income( )/ (216) 91 expenses(-)

Amount available for appropriation (626) 1551

Appropriations:

Proposed dividend on equity shares - 214

Dividend Distribution Tax - 35

Transferred to General Reserve - 225

Surplus/Deficit carried to Balance Sheet (626) 1077

DIVIDEND

In view of the loss incurred by the Company, your Board of Directors does not recommend any dividend for the financial year 2013-14.

OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY

Financial Year (FY) 2013-14 was a challenging year for the Company. The Indian auto and auto component industry is currently facing its most formidable challenge that of slowing demand and that too across the board. Overall Indian Automobile Industry has shown marginal growth in FY 2013-14 compare to last FY 2012-13.

During the year under review, the Total Turnover/Sales and Other Income of the Company was Rs. 98,500 Lac as against Rs. 1,10,685 Lac during the previous financial year. The Company recorded a net loss of Rs. 410 Lac against a net Profit of Rs. 1460 Lac during the previous financial year. The EPS thus has been recorded at (2.93).

For further detail kindly refer to Management Discussion & Analysis and Corporate Governance Report that forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in "Annexure I" hereto and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Clause 49 of the listing agreement with the stock exchanges, Management Discussion and Analysis Report are provided separately in this Annual Report and form part of this Report.

CORPORATE GOVERNANCE

Your Company believes that the great organizations are built on the foundation of good governance practices. Corporate governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulators and the community at large. Your Company strongly believes that this relationship can be built & strengthened through corporate fairness, transparency and accountability. Your company places prime importance on reliable financial information, integrity, transparency, empowerment and compliance with the law in letter and spirit. Strong governance practices at OMAX have earned for its recognition and have strengthened its bond of trust not only with the stakeholders but with the society at large.

Your company also takes proactive approach and revisits its governance and practices from time to time so as to meet business and regulatory needs. Compliance with Clause 49 of the Listing Agreement for the year 2013-14 has been given in the Corporate Governance Report, which is attached and forms part of this report. The Auditor''s certificate on compliance with corporate governance norms is also attached thereto.

BOARD OF DIRECTORS

Majority of the Board of your company is constituted of independent directors represented by eminent personality with diversified professional experience. The Board handles the responsibilities such as policy formation, performance review & analysis and control. Further, they have delegated various powers to the Committees of Directors and senior executives of the Company. The Board reviews delegated powers at periodic intervals.

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Suresh Mathur, Dr. Ramesh Chandra Vaish, Dr. Triloki Nath Kapoor and Dr. Lalit Bhasin as Independent Directors of the Company. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49. In accordance with the provisions of 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company. In accordance with section 152 of the Companies Act, 2013 and Articles of Association of the company Mr. Verinder Kumar Chhabra, Mrs. Sakshi Kaura Directors of the Company shall retire by rotation at the ensuing Annual General Meeting and all being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting. The Board recommends their reappointment for your approval.

SUBSIDIARY COMPANY

The Company has formed a Subsidiary Company in the name of "GMAX Auto Limited" with the main object of manufacture auto parts and tool room for manufacturing tools dies, jigs fixtures etc. A new manufacturing plant is being set up in Bawal (Haryana).

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and its subsidiary is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Companies Act, 1956.

These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiary.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiary for the financial year ended March 31, 2014 is included in the Annual Report. The Annual Accounts of the subsidiary and the related detailed information will be made available to any member of the Company/its subsidiary seeking such information at any point of time and are available for inspection by any member of the Company/its subsidiary at the registered office of the Company. The annual accounts of the said subsidiary will also be available for inspection, as above, at the head offices/registered office of the subsidiary company. The Company shall furnish a copy of the details of annual accounts of subsidiary to any member on demand.

DIRECTORS'' RESPONSIBILITY STATEMENT

A Directors'' Responsibility Statement setting out the requirement pursuant to the provisions of section 217(2AA) of the Companies Act, 1956 is annexed as "Annexure-II" hereto and forms a part of this report.

AUDITOR AND AUDITORS'' REPORT

M/s. A. Kumar Gupta & Co., Chartered Accountants was appointed as the Statutory Auditors of the Company at the last Annual General Meeting held on 7th September, 2013. They shall hold office till the conclusion of the ensuing Annual General Meeting of the Company. M/s A. Kumar Gupta & Co., have also given a Certificate under section 139,141 of the Companies Act, 2013, confirming their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed. The Board of Directors of your Company, recommend their re-appointment for your approval as statutory auditors to hold office from conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company and to fix their remuneration.

The Statutory Auditors of the company submitted their report on the accounts of the Company for the financial year ended 31st March, 2014 which was self-explanatory and needed no comments. There is no qualification or adverse remarks in the Auditors'' Report on the Annual Accounts of the Company for the year ended 31st March, 2014.

SECRETARIAL AUDIT

As a measure of good corporate practice, the Company has appointed M/s. Chandrasekaran Associates, Company Secretaries, Secretarial Auditors to conduct Secretarial Audit for the year ended 31st March, 2014 and the same is attached with this Annual Report. The Report is in confirmation of compliance of all applicable provisions of the Companies Act, 1956, Listing Agreement and applicable Rules and Regulation under SEBI.

FIXED DEPOSITS

The Company has not invited or accepted fixed deposits from public during the year under review, within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered/ Corporate office of the Company.

QUALITY CERTIFICATIONS

The best product & service quality and customer satisfaction are an integral part of your company''s vision. Company''s all round improvements and achievements in various areas are recognized from time to time by its customers and industrial associations. The units of the company are ISO 9001 and ISO/TS-16949/2002 certified for quality and shows the company''s commitment towards quality management.

ENVIRONMENT HEALTH AND SAFETY (EHS)

As the Omax Group strives to reach greater heights it also focuses continuously on improvements in the areas of EHS across the organization.

Environment, Health and Safety is a key factor and one of the prime drivers of the Company''s vision. At Omax group, excellence is not only confined to high quality products and services but also the safety and health of its employees. It believes that safe, healthy, reliable, efficient and environmentally sound operations make good business sense.

The units of the company are ISO 14000 and OHSAS 18000 certified and adhere to EMS & Occupational Management Systems. It shows the company''s strong commitment towards EHS philosophy, management and practices. In order to ensure effective implementation of OMAX''s EHS Policy, the same is systematically communicated across the levels and the employees are trained in this from time to time to not only build commitment at their levels but also encourage them to be effective promoters of this philosophy and take EHS as one of their key roles in day to day functioning.

Omax is committed for adopting Zero Incident free work environment by following continuous workplace and classrooms trainings, work permit systems, third party safety audits and stringent safety standards in the workplace. Safety and health compliances start from our gates and occupy the topmost position in our yearly goals. On the same lines, we have taken the following steps in the previous year to show our commitment towards EHS compliances.

Omax is maintaining 100% EHS legal compliances as directed by Factory Act, PCB, CPCB, MoEF or any other Govt. Agency. A dedicated EHS team is available in each unit under guidance corporate EHS on day-to-day basis.

All EHS activities are monitored by Monthly EHS MIS review mechanism with allocation of sufficient resources under separate Cost centre for better accountability.

Omax target is to maintain minimum Zero Severity Rate and Frequency Rate to achieve Zero injury. All safety compliances being monitored via In-house and third party monthly safety audits to know least non-conformance to ensure our 100% safety compliances for our employees, associates and machinery to improve productivity.

We are dedicated to save our precious natural resources with conservation of water by recycling our effluent after treatment by installing Reverse Osmosis Plants. For continuous monitoring and to operate our all ETP''s at highest efficiency we have established dedicated ETP Lab''s at all major locations with dedicated ETP Chemist to achieve and fulfill our commitment towards Zero Liquid Discharge.

We also ensure 100% disposal of all generated Hazardous wastes as per Pollution Control guidelines. This year onwards we have started disposal of E-waste to authorized re-cyclers too.

Omax''s strength is Employee engagement and under this we do celebrations of Environment and Safety Day, Fire & Mock Drills, EHS awareness training programs covering all employees and associates under scheduled classroom and floor level training. EHS Legal Compliance''s training programs are organised for all senior and middle management for better understanding throughout the year.

ACKNOWLEDGEMENT / APPRECIATION

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers for their assistance, co-operation and encouragement extended to the Company. Your Directors also thank and sincerely appreciate the Business Associates and Employees at all levels for their unstinting efforts in ensuring an excellent all around operational performance. Last but not the least the directors would also like to thank valuable shareholders and other stakeholders for their support and contribution.

We look forward for your continued support in the future.

For and on behalf of the Board of Directors

Omax Autos Ltd.

Place :Gurgaon Suresh Chand Mathur

Date :24th July, 2014 (Chairman)

DIN 00075227

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company, together with the Audited Annual Accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS:

The summary of the financial performance of the company for the financial year ended March 31, 2013 as compared to the previous year is as below:

Rs. in Lac Current Year Previous Year Particulars 2012-13 2011-12

Net Sales and other income 110685 129775

PBIDT 7945 9813

Less: Interest 2635 3153

PBDT 5310 6661

Less: Depreciation and Amortization 3106 2968

Profit before Tax and Exceptional Income 2204 3692

Add: Exceptional Income - 728

Profit before Tax 2204 4420

Less: Provision for Tax (Including Deferred Tax) 744 1602

Net Profit after Tax (PAT) 1460 2818

Prior period adjustment 91 (5)

Amount available for appropriation 1551 2813

Appropriations:

Proposed dividend on equity shares 214 428

Dividend Distribution Tax 35 69

Transferred to General

Reserve 225 450

Surplus carried to balance sheet 1077 1865



DIVIDEND

In view of the performance for the year under review, the Board is pleased to recommend a dividend of Rs. 1.00 per equity share i.e. 10% on face value of Rs. 10/- each, for the year ended 31st March 2013. The total cash outgo for this purpose would be Rs. 249 Lac (previous year Rs. 497 Lac), which includes Tax on Dividend amounting to Rs. 35 Lac (Previous year Rs. 69 Lac).

OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY

Financial Year (FY) 2012-13 was a challenging year for the Company. The global economy, barely a year after recession, witnessed lower economic growth, resulting primarily from the Euro Zone debt crisis and high Oil prices, which were fuelled by uncertainties of supply. The Indian auto and auto component industry is currently facing its most formidable challenge that of slowing demand and that too across the board. Overall Indian Automobile Industry has shown marginal growth in FY 2012-13 compare to last FY 2011-12.

The Net sales and other Income of the Company for the year under review has decressed to Rs. 110685 Lac as compared to Rs. 129775 Lac in the previous financial year, negative growth of 14.71% on an annualized basis. The Profit before interest, depreciation and tax (PBIDT) of the Company decreased to Rs. 7945 Lac during the year under review as compared to Rs. 9813 Lac in the previous financial decrease of 19.03% on an annualized basis. During the year under review, Profit before tax and exceptional income decreased to Rs. 2204 Lac from Rs. 3692 Lac in the previous financial year a decrease of 40.30% on an annualized basis. Net profit after tax (PAT) during the year under review decreased to Rs. 1460 Lac as compared to Rs. 2818 Lac during the previous financial year a decrease of 48.18% on an annualized basis.

For further detail kindly refer to Management Discussion & Analysis and Corporate Governance Report that forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in "Annexure I" hereto and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Clause 49 of the listing agreement with the stock exchanges, Management Discussion and Analysis Report are provided separately in this Annual Report and form part of this Report.

CORPORATE GOVERNANCE

Your Company believes that the great organizations are built on the foundation of good governance practices. Corporate governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulators and the community at large. Your Company strongly believes that this relationship can be built & strengthened through corporate fairness, transparency and accountability. Your company places prime importance on reliable financial information, integrity, transparency, empowerment and compliance with the law in letter and spirit. Strong governance practices at OMAX has earned for its recognition and has strengthened its bond of trust not only with the stakeholders but with the society at large.

Your company also takes proactive approach and revisits its governance and practices from time to time so as to meet business and regulatory needs. Compliance with Clause 49 of the Listing Agreement for the year 2012-13 has been given in the Corporate Governance Report, which is attached and forms part of this report. The Auditor''s certificate on compliance with corporate governance norms is also attached thereto.

BOARD OF DIRECTORS

Majority of the Board of your company is constituted of independent directors represented by eminent personality with diversified professional experience. The Board handles the responsibilities such as policy formation, performance review & analysis and control. Further, they have delegated various powers to the Committees of Directors and senior executives of the Company. The Board reviews delegated powers at periodic intervals.

In accordance with section 255 and 256 of the Companies Act, 1956 and Articles of Association of the company Mr. Suresh Chand Mathur, Dr. Lalit Bhasin and Mr. Atul Raheja, Directors of the Company shall retire by rotation at the ensuing Annual General Meeting. All being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting. The Board recommends their reappointment for your approval.

In accordance with the stipulation under Clause 49 of the Listing Agreement, brief resume of Mr. Suresh Chand Mathur, Dr. Lalit Bhasin and Mr. Atul Raheja together with the nature of their expertise in specific areas and names of the Companies in which they hold office of a Director and/or the Chairman/Membership of Committees of the Board, is given in the Notice of the Annual General Meeting.

SUBSIDIARY COMPANY

The Company has formed a Subsidiary Company in the name of "GMAX Auto Limited" with the main object of manufacture auto parts and tool room for manufacturing tools dies, jigs fixtures etc. A new manufacturing plant is being set up in Bawal (Haryana).

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and its subsidiary is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Act.

These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiary.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiary for the financial year ended March 31, 2013 is included in the Annual Report. The Annual Accounts of the subsidiary and the related detailed information will be made available to any member of the Company/its subsidiary seeking such information at any point of time and are available for inspection by any member of the Company/its subsidiary at the registered office of the Company. The annual accounts of the said subsidiary will also be available for inspection, as above, at the head offices/registered office of the subsidiary company. The Company shall furnish a copy of the details of annual accounts of subsidiary to any member on demand.

DIRECTORS'' RESPONSIBILITY STATEMENT

A Directors'' responsibility statement setting out the requirement pursuant to the provisions of section 217(2AA) of the Companies Act, 1956 is annexed as "Annexure-II" hereto and forms a part of this report.

AUDITOR AND AUDITORS'' REPORT

M/s. A. Kumar Gupta & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company at the last Annual General Meeting held on 8th September, 2012. They shall hold office till the conclusion of the ensuing Annual General Meeting of the Company. M/s A. Kumar Gupta & Co., have also given a Certificate under section 224(1B) of the Companies Act, 1956, confirming their eligibility and willingness to accept the office of the Statutory auditors, if re-appointed. The Board of Directors of your Company, recommend their re-appointment for your approval as statutory auditors to hold office from conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company and to fix their remuneration.

The Statutory auditors of the company submitted their report on the accounts of the Company for the financial year ended 31st March, 2013 which was self-explanatory and needed no comments. There is no qualification or adverse remarks in the Auditors'' Report on the Annual Accounts of the Company for the year ended 31st March, 2013.

SECRETARIAL AUDIT:

As a measure of good corporate practice, the Company has appointed M/s. Chandrasekaran Associates, Company Secretaries, Secretarial Auditors to conduct Secretarial Audit for the year ended 31st March 2013 and the same is attached with this Annual Report. The Report is in confirmation of compliance of all applicable provisions of the Companies Act, 1956, Listing Agreement and applicable Rules and Regulation under SEBI.

FIXED DEPOSITS:

The Company has not invited or accepted fixed deposits from public during the year under review, within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered/ Corporate office of the Company.

QUALITY CERTIFICATIONS

The best product & service quality and customer satisfaction are an integral part of your company''s vision. Company''s all round improvements and achievements in various areas are recognized from time to time by its customers and industrial associations. The units of the company are ISO 9001 and ISO/TS-16949/2002 certified for quality and shows the company''s commitment towards quality management.

ENVIRONMENT HEALTH AND SAFETY (EHS)

As the Omax Group strives to reach greater heights, the Company is focusing on continual improvement in the areas of health, safety and environment across the group.

Health and safety is a key performance indicator and one of the prime drivers of the Company''s corporate vision. At Omax group, excellence is not only confined to high quality products and services but also the safety and health of its employees as safe, healthy, reliable, efficient and environmentally sound operations make good business sense.

We are committed to fostering an accident-free ambience by following stringent safety standards in the workplace. Safety and health responsibilities occupy the first and foremost position in our list of priorities. The company strives to improve workplace safety by arranging for training and development programs to keep employees abreast with the latest in the process technology. We have a policy of promoting safe and healthy attitudes at work, thereby effectively reducing the number of accidents, injuries and illnesses. Omax group is committed to ensure zero harm to its employees, contractors and the communities in which it operates. This is integral to the Company''s business process and is laid down in the Company''s health and safety policies, standards and working procedures. Omax group is committed to protect the environment. On the same lines, we have taken the following steps in the previous year to show our commitment towards EHS:

- We have strengthened our EHS teams by bringing in more expertise. The Audit scores have seen a 15-20% improvement overall.

- 100 kWp Roof Top Solar Photo Voltaic Systems at Automax Binola was commissioned in March 2013. Additional 900 kWp rooftop solar plant is in process across other units also. This will lead to about 5-7% of total energy consumption of the group coming from Solar.

- The total clean energy capacity (i.e. 300 kWp Rooftop Solar and 2.5 MW Wind power project) has led to GHG reduction of approximately 4400 tons of CO2e per annum.

- We follow environment friendly processes and adhere to global safety norms. The company adopts new processes and technologies continuously in an attempt to minimize pollution and waste.

- We believe in using natural resources responsibly and disposing by-products safely. In this regard, resource saving kaizen projects have been implemented at various units.

ACKNOWLEDGEMENT / APPRECIATION

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers for their assistance, co-operation and encouragement extended to the Company. Your Directors also thank and sincerely appreciate the Business Associates and Employees at all levels for their unstinting efforts in ensuring an excellent all around operational performance. Last but not the least the directors would also like to thank valuable shareholders and other stakeholders for their support and contribution.

We look forward for your continued support in the future.



For and on behalf of the Board of Directors

Omax Autos Ltd.

Place : Gurgaon Suresh Chand Mathur

Date :28th May, 2013 (Chairman)

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Mar 31, 2012

The Directors have pleasure in presenting the 29th Annual Report on the business and operations of the Company, together with the Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL RESULTS:

The summary of the financial performance of the company for the financial year ended March 31, 2012 as compared to the previous year is as below:

Current Year Previous Year Particulars 2011-12 2010-11

Net Sales and other 1,29,775.22 1,17,221.75 income

PBIDT 9,813.45 8,943.19

Less: Interest 3,152.90 3,405.41

PBDT 6,660.55 5,537.78

Less: Depreciation and 2,968.16 2,916.50 Amortization

Profit before Tax and 3,692.39 2,621.28 Exceptional Income

Add: Exceptional Income 728.00 531.68

Profit before Tax 4,420.39 3,152.96

Less: Provision for Tax 1,602.49 1,010.02

(Including Deferred Tax)

Net Profit after Tax (PAT) 2,817.90 2,142.94

Prior period Income /(-) (5.38) (14.03)

Amount available for 2,812.52 2,128.91 appropriation

Appropriations:

Proposed dividend on 427.76 427.76 equity shares

Dividend Distribution Tax 69.39 71.05

Transferred to General 450.00 200.00

Reserve Surplus carried to 1,865.35 1,430.10 balance sheet

DIVIDEND

In view of the performance for the year under review, the Board is pleased to recommend a dividend of Rs. 2.00 per equity share i.e. 20% on face value of Rs. 10/- each, for the year ended 31st March 2012. The total cash outgo for this purpose would be Rs. 497.15 Lac (previous year Rs. 498.81 Lac), which includes Tax on Dividend amounting to Rs. 69.39 Lac (Previous year Rs. 71.05 Lac).

OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY

Financial Year (FY) 2011-12 was a challenging year for the Company. The global economy, barely a year after recession, witnessed lower economic growth, resulting primarily from the Euro Zone debt crisis and high oil prices, which were fuelled by uncertainties of supply. However, despite the challenges, your Company has been able to remain strong and performed well during the year under review.

The Net sales and other Income of the Company for the year under review has increased to Rs. 129775.22 Lac as compared to Rs. 117221.75 Lac in the previous financial year, registering a whopping growth of 10.71% on an annualized basis. The Profit before interest, depreciation and tax (PBIDT) of the Company increased to Rs. 9813.45 Lac during the year under review as compared to Rs. 8943.19 Lac in the previous financial year registering an increase of 9.73% on an annualized basis. During the year under review, Profit before tax and exceptional income increased to Rs. 3692.39 Lac from Rs. 2621.28 Lac in the previous financial year registering an increase of 40.86% on an annualized basis. Net profit after tax (PAT) during the year under review increased to Rs. 2817.90 Lac as compared to Rs. 2142.94 Lac during the previous financial year registering an increase of 31.50% on an annualized basis.

For further detail Kindly refer to Management Discussion & Analysis and Corporate Governance Report that forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO.

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in "Annexure I" hereto and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of clause 49 of listing agreement with the stock exchanges, Management Discussion and Analysis Report are provided separately in this Annual Report and forms part of this Report.

CORPORATE GOVERNANCE

Your Company believes that the great organizations are built on the foundation of good governance practices. Corporate governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulators and the community at large. Your Company strongly believes that this relationship can be built & strengthened through corporate fairness, transparency and accountability. Your company places prime importance on reliable financial information, integrity, transparency, empowerment and compliance with the law in letter and spirit. Strong governance practices at OMAX has earned for it recognition and has strengthened its bond of trust not only with the stakeholders but with the society at large.

Your company also takes proactive approach and revisits its governance and practices from time to time so as to meet business and regulatory need. Compliance with Clause 49 of the Listing Agreement for the year 2011-12 has been given in the corporate governance report, which is attached and forms part of this report. The Auditor's certificate on compliance with corporate governance norms is also attached thereto.

BOARD OF DIRECTORS

Majority of the Board of your company is constituted of independent directors represented by eminent persons with diversified professional experience. The Board handles the responsibilities such as policy formation, performance review & analysis and control. Further, they have delegated various powers to the Committees of Directors and senior executives of the Company. The Board reviews delegated powers at periodic intervals.

In accordance with section 255 and 256 of the Companies Act, 1956 and Articles of Association of the company Dr. Triloki Nath Kapoor, Dr. Ramesh Chandra Vaish and Mr. Verinder Kumar Chhabra, Directors of the Company shall retire by rotation at the ensuing Annual General Meeting. All being eligible have offered themselves for re- appointment at the ensuing Annual General Meeting. The Board recommends their reappointment for your approval.

In accordance with the stipulation under Clause 49 of the Listing Agreement, brief resume of Dr. Triloki Nath Kapoor, Dr. Ramesh Chandra Vaish and Mr. Verinder Kumar Chhabra together with the nature of their expertise in specific areas and names of the Companies in which they hold office of a Director and/or the Chairman/Membership of Committees of the Board, is given in the Notice of the Annual General Meeting.

SUBSIDIARY COMPANY

The Company has formed a Subsidiary Company in the name of "GMAX Auto Limited" with the main object of manufacture of auto parts and tool room for manufacturing tools dies, jigs fixtures etc. on 20th day of October, 2011. The Certificate of the Commencement of the Business has also been obtained from the Registrar of Companies dated 3rd day of November 2011. A new manufacturing plant is being set up in Bawal (Haryana).

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statements

of the Company and its subsidiary is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Act.

These financial statements disclose the assets, liabilities, income, expenses and other details of the Company, its subsidiary.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company's subsidiary for the financial year ended March 31, 2012 is included in the Annual Report. The Annual Accounts of the subsidiary and the related detailed information will be made available to any member of the Company/its subsidiary seeking such information at any point of time and are available for inspection by any member of the Company/its subsidiary at the registered office of the Company. The annual accounts of the said subsidiary will also be available for inspection, as above, at the head offices/registered office of the subsidiary company. The Company shall furnish a copy of the details of annual accounts of subsidiary to any member on demand.

DIRECTORS RESPONSIBILITY STATEMENT

A Directors' responsibility statement setting out the requirement pursuant to the provisions of section 217(2AA) of the Companies Act, 1956 is annexed as "Annexure-II" hereto and forms a part of this report.

AUDITORS AND AUDITORS' REPORT

M/s. A. Kumar Gupta & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company at the last Annual General Meeting held on 30th September, 2011. They shall hold office till the conclusion of the ensuing Annual General Meeting of the Company. M/s A. Kumar Gupta

& Co., have also given a Certificate under section 224(1B) of the Companies Act, 1956, confirming their eligibility and willingness to accept the office of the Statutory auditors, if re-appointed. The Board of Directors of your Company, recommend their re-appointment for your approval as statutory auditors to hold office from conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company and to fix their remuneration.

The Statutory auditors of the company submitted their report on the accounts of the Company for the financial year ended 31st March, 2012 which was self-explanatory and needed no comments. There is no qualification or adverse remarks in the Auditors' Report on the Annual Accounts of the Company for the year ended 31.03.2012.

SECRETARIAL AUDIT

As a measure of good corporate practice, the Company has appointed M/s. Chandrasekaran Associates, Company Secretaries, Secretarial Auditors to conduct Secretarial Audit for the year ended 31st March, 2012 and the report received from them is attached with this Annual Report. The Report is in confirmation of compliance of all applicable provisions of the Companies Act, 1956, Listing Agreement and applicable Rules and Regulation under SEBI.

FIXED DEPOSITS

The Company has not invited or accepted fixed deposits from public during the year under review, within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

PARTICULARS OF EMPLOYEES

The details pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are set out in the Annexure-III, which forms part of this Report.

QUALITY CERTIFICATIONS

The best product & service quality and customer satisfaction are an integral part of your company's vision. Company's all round improvements and achievements in various areas are recognized from time to time by its customers and industrial associations. The units of the company are ISO 9001 and ISO/TS-16949/2002 certified for quality and shows the company's commitment towards quality management.

ENVIRONMENT, HEALTH AND SAFETY (EHS)

As the Omax Group strives to reach greater heights, the Company is focusing on continual improvement in the areas of health, safety and environment across the group.

Health and safety is a key performance indicator and one of the prime drivers of the Company's corporate vision. At Omax group, excellence is not only confined to high quality products and services but also the safety and health of its employees as safe, healthy, reliable, efficient and environmentally sound operations make good business sense.

We are committed to fostering an accident-free ambience by following stringent safety standards in the workplace. Safety and health responsibilities occupy the first and foremost position in our list of priorities. The company strives to improve workplace safety by arranging for training and development programmes to keep employees abreast with the latest in the process technology. We have a policy of promoting safe and healthy attitudes at work, thereby effectively reducing the number of accidents, injuries and illnesses. Omax group is committed to ensure zero harm to its employees, contractors and the communities in which it operates. This is integral to the Company's business process and is laid down in the Company's health and safety policies, standards and working procedures. Omax group is committed to protect the environment. On the same lines, we have implemented a Roof Top Solar Photo Voltaic Systems at our two major plants. We follow environment friendly processes and adhere to global safety norms. The company adopts new processes and technologies continuously in an attempt to minimize pollution and waste. We believe in using natural resources responsibly and disposing by-products safely.

To show our commitment towards clean energy generation, a 2.5 MW Wind Power Project (2 x 1.25 MW) was commissioned successfully in the month of March 2012 at Jaisalmer, Rajasthan.

Annexure II to the Directors' Report

Directors' responsibility Statement pursuant to the provisions of section 217(2AA) of the Companies Act, 1956 and forming part of the Directors' Report for the year ended March 31, 2012;

The statement of the Directors' responsibility on the annual accounts of the Company for the financial year ended March 31, 2012 is provided below:

1) That in the preparation of the annual accounts for the financial year ended 31st March 2012 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under the review;

3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) That the Directors have prepared the accounts for the financial year ended 31st March 2012 on a 'going concern' basis.

ACKNOWLEDGEMENT / APPRECIATION

Your Directors place on record their gratitude to the Central Government, State Governments and Company's Bankers for their assistance, co-operation and encouragement extended to the Company. Your Directors also thank and sincerely appreciate the Business Associates and Employees at all levels for their unstinting efforts in ensuring an excellent all around operational performance. Last but not the least the directors would also like to thank valuable shareholders and other stakeholders for their support and contribution.

We look forward for your continued support in the future.

For and on behalf of the Board of Directors

Omax Autos Ltd.

Place : New Delhi Suresh Mathur

Date : 28th July 2012 (Chairman)

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Mar 31, 2010

The Directors take immense pleasure in presenting the TWENTY SEVENTH ANNUAL REPORT together with Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The summary of the financial performance of the company for the financial year ended March 31, 2010 as compared to the previous year is as below:

Rs. in Crores

Particulars Current Year Previous Year

2009-10 2008-09

Net Sales and other income 875.58 834.35

PBIDT 77.89 79.91 Less: Interest 32.32 42.39

PBDT 45.57 37.52

Less: Depreciation 29.20 28.50

Profit before Exceptional

Income 16.37 9.02

Add: Exceptional Income 4.07 -

Profit Before Tax 20.44 9.02

Less: Provision for tax 6.13 3.60

Net Profit After Tax (PAT) 14.31 5.42

Prior period Income + / (-) (0.10) 1.35

Amount available for

appropriation 14.21 6.77

Appropriations:

Proposed dividend on

equity shares 3.21 2.14

Dividend Distribution Tax 0.54 0.36

Transferred to General Reserve 4.00 4.00

Surplus carried to balance sheet 6.46 0.27 DIVIDEND

In view of the improved performance for the year under review, the Board is pleased to recommend a dividend of Rs. 1.50 per equity share i.e. 15% on face value of Rs. 10/- each, for the year ended 31st March 2010. The total cash outgo for this purpose would be Rs. 3.75 Crores (previous year Rs. 2.50 Crores), which includes Ta x on Dividend amounting to Rs. 0.54 Crore (Previous year Rs 0.36 Crore).

OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY

The Net sales and other Income of the Company for the year under review has increased to Rs. 875.58 Cr. as compared to Rs. 834.35 Cr. in the previous financial year. This increase is

due to overall growth in domestic market and management initiative of diversification of companys business.

Despite the fact that total outstanding loans have increased, interest cost has reduced by Rs. 10.07 Cr. from Rs.42.39 Cr to Rs.32.32 Cr. This was primarily on account of reduction in interest rates and the Companys continuous efforts to minimize its overall working capital costs and optimal fund utilization.

The profit before exceptional income in the year under review is Rs. 16.37 Cr. in comparison to Rs. 9.02 Cr. recorded last year primarily driven by reduced interest costs. The Net Profit After Tax for the year 2009-10 has increased to Rs. 14.31 Cr. as compared to Rs. 5.42 Cr. in corresponding year, which includes an exceptional income of 4.07 Cr. from sale of land.

However, for the next financial year, management is very confident that your company will touch the INR 10 Billion mark, by achieving a turnover of Rs. 1000 Crores. This is possible due to forecasted boom in auto sector, full scale commercial production at Lucknow plant and diversification decision for getting into Home Furnishing and Railways. Further, we expect reduction in power cost due to successful installation of 100 kWp rooftop solar plants as well as Gas based Power Generators at Dharuhera & Manesar unit respectively. All these factors in turn will lead to improvement of the profitability of your company.

Two Wheelers

During the year 2009-10, this sector registered a growth of 25% from 84.41 Lacs vehicles to 105.11 Lacs vehicles. The companys major customer M/s. Hero Honda Motors Limited was the front runner in terms of sale in two wheeler segment.

For Omax Autos, this segment contributed net sales of Rs. 658.18 Crores during the year. Your Company is confident that the two wheeler segment, led by Hero Honda Motors will continue to witness growth in volumes and being a major supplier, your Company would be able to participate in this growth.

Commercial Vehicles

In Auto Sector, Commercial vehicle segment recorded a growth of 35% during 2009-10 i.e. from 4.27 Lacs to 5.76 Lacs vehicles. Medium & heavy commercial segment faced 40% downturn during 2008-09 but has now started to grow again with robust economy, industry and infrastructure growth.

During the year under review, the Companys Lucknow Plant had started its commercial production in September 2009. The Plant has been set up with an initial investment of Rs. 42 Crores and is engaged in the manufacture of chassis for Light & Heavy Commercial Vehicles for Tata Motors Limited.

The net sales under this segment was Rs. 8.26 Crores during the year 2009-10. Your Directors expect the commercial vehicle

market to grow further at a good pace. Omax is making continuous efforts to establish contacts with other commercial vehicle manufacturers for new business and expanding the product portfolio. With first full year operations, your company is expected to post a decent growth in this segment during 2010-11.

PASSENGER CAR SEGEMENT

During the year 2009-10, the passenger vehicle segement registered a growth of 25.6% reporting domestic sales of 1949776 vehicles as compared to 1552703 vehicles in the previous year.

The Net Sales of Your Company in this segment during the year under review was Rs. 81.57 Crores through its "Automax" plant at Binola. Automax is market leader in piston rod manufacturing, and secured orders to organically grow with International Tractors Limited (ITL) and New Holland Tractors. It is also in advanced stage of discussion for business from Earthmoving equipment manufacturers.

Bangalore plant is performing well with the growth of business with TVS Motors Limited. The Unit is in the process of securing new orders from existing customers and is also trying to expand its product line and customer base with active discussion with OEMs including earthmoving equipment manufacturers.

Diversification

Your Company has made efforts towards diversifying the product portfolio and exploring the opportunity in various fields including the Home Furnishing and Railways. The strategy is to utilize the existing infrastructure and resources, thereby increasing the overall efficiencies of the plants. Nevertheless, wherever required, new equipments are also being added to complement the existing set up and to meet the enhanced requirements of its prestigious customers.

(A) Home Furnishing Business: Your Company had started the production in Home Furnishing segment with Business from IKEA in the year 2008-2009, and this business has continued to grow for Omax. The Home Furnishing business of the company is divided into two parts viz. Stainless Steel Business and Carbon Steel Business.

Presently the Stainless Steel and Carbon Steel made Home Furnishing Products are being manufactured at plants located at Bawal and Dharuhera.

In this segment, total Sales of your company grew by Rs. 45.72 Crores from Rs. 24.42 Crores in 2008 -2009 to 70.14 Crores in 2009-2010.

In the year 2010-2011 this business is expected to grow with the launch of another new product "Stainless Steel Cookware" in high end range, to benefit from the existing opportunity in this business segment.

(B) Railway Business: Your Company has set up a new plant at Gurgaon for manufacture and supply of components for Railways and has commenced supplies to Indian Railways on tender basis.

Your Company is making serious inroad into both these segments. This would increase the product profile of the Company and also spread the business risk. Each of these lines is expected to further create opportunities in the near future. The Company has the necessary resources to exploit these avenues.

Conservation of Energy, Technology Absorption, Foreign Exchange Outgo

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in "Annexure I" hereto and forms part of this report.

Management Discussion and Analysis Report

In terms of clause 49 of listing agreement with the stock exchanges, Management Discussion and Analysis Report forms annexure to this report elsewhere.

Corporate Governance

Your Company believes that the great organizations are built on the foundation of good governance practices. Corporate governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the community at large. Your Company strongly believes that this relationship can be built & strengthened through corporate fairness, transparency and accountability. Your company places prime importance on reliable financial information, integrity, transparency, empowerment and compliance with the law in letter and spirit. Your company also takes proactive approach and revisits its governance and practices from time to time so as to meet business and regulatory need. Compliance with Clause 49 of the Listing Agreement for the year 2009-10 has been given in the corporate governance report, which is attached and forms part of this report. The Auditors certificate on compliance with corporate governance norms is also attached thereto.

Board of Directors

Majority of the Board of your company is constituted of independent directors represented by eminent persons with diversified professional experience. The Board handles the responsibilities such as policy formation, performance review and analysis and controls. Further they have delegated various powers to the Committees of Directors and senior company

executives. The Board reviews delegated powers at periodic intervals.

In accordance with section 255 and 256 of the Companies Act, 1956 and Articles of Association of the company, Mr. Suresh Mathur, Mr. Lalit Bhasin and Mr. V. K. Chhabra, Directors of the Company shall retire by rotation at the ensuing Annual General Meeting. All being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting. The Board recommends their reappointment for your approval.

The tenure of both the Managing Directors namely Mr. Jatender Kumar Mehta and Mr. Ravinder Mehta shall come to an end on 31.12.2010. As per the recommendation of the Remuneration Committee, the Board of Directors in their meeting held on 13th August 2010 has re-appointed Mr. Jatender Kumar Mehta and Mr. Ravinder Mehta as Managing Director of the company for a further period of 5 years w.e.f. 1st January 2011 at remuneration subject to the approval of the shareholders. As appointment of Managing Director requires the approval of shareholders in general meeting, the Board recommends the resolutions for your approval.

As Mr. Ravinder Mehta, Managing Director turns out to be 70 in the year 2011, the Board recommends to pass Special Resolution for the re-appointment of Mr. Ravinder Mehta as per the requirement of Schedule XIII- Part-I of the Companies Act, 1956.

In accordance with the stipulation under Clause 49 of the Listing Agreement, brief resume of Mr. Suresh Mathur, Mr. Lalit Bhasin and Mr. V. K. Chhabra together with the nature of their expertise in specific areas and names of the Companies in which they hold office of a Director and/or the Chairman/Membership of Committees of the Board, is given in the Notice of the Annual General Meeting.

Subsidiary Company

The Company has formed a Subsidiary Company namely "Omax Engineering Services Limited" to provide Services in the field of Solar Energy, Gas, training in the field of engineering etc. on 15.07.2010. The Company has not yet obtained its Commencement of Business Certificate. The business is yet to be started.

Directors Responsibility Statement

A Directors responsibility statement setting out the requirement pursuant to the provisions of section 217(2AA) of the Companies Act, 1956 is annexed as "Annexure-II" hereto and forms a part of this report.

Auditors and Auditors Report

M/s. A. Kumar Gupta & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company at the last Annual General Meeting held on 30th September, 2009.

They shall hold office till the conclusion of the ensuing Annual General Meeting of the Company. M/s A. Kumar Gupta & Co., have also given a Certificate under section 224(1B) of the Companies Act, 1956, confirming their eligibility and willingness to accept the office of the Statutory auditors, if re-appointed. The Board of Directors of your Company, recommend their re- appointment for your approval as statutory auditors to hold office from conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company and to fix their remuneration.

The Statutory auditors of the company submitted their report on the accounts of the Company for the accounting year ended 31st March, 2010 which was self-explanatory and needed no comments. There is no qualification or adverse remarks in the Auditors Report for the year ended 31.03.2010.

Secretarial Audit

The Company has appointed M/s. Chandrasekaran Associates, Secretarial Auditors to obtain Secretarial Compliance Report for the year ended 31.03.2010 and the same is attached with this Annual Report. The Report is in confirmation of compliance of all applicable provisions of the Companies Act, 1956, Listing Agreement and applicable Rules and Regulation under SEBI

Fixed Deposits

The Company has not invited or accepted fixed deposits from public during the year under review, within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

Particulars of Employees

The details pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are set out in the "Annexure-III", which forms part of this Report.

Quality Certifications

The best product & service quality and customer satisfaction are an integral part of your companys vision. Companys all round improvements and achievements in various areas are recognized from time to time by its customers and industrial associations. All plants except Lucknow and Bawal plant are ISO/TS-16949, ISO- 14001, ISO-18001 certified for quality and shows the companys commitment towards quality management.

Health, Safety and Environment

The Company considers health, safety and environment protection as a fundamental management responsibility. The Companys continuous efforts are directed to prevent accidents and have continual improvement in safety and Environment performance.

All the units of the Company have duly appointed Health, Safety and Environment (HSE) Committees comprising officers at senior levels along with executives to take care of the health, safety and environment matters.

The Company undertook various initiatives such as conducting Training Programmes on Safety and Environment, Mock Emergency Evacuation Drill at certain units and works of the Company, besides upgrading the effluent treatment plants installed at various works to meet the latest standards of environmental regulations. Company has also initiated a ‘Save Tree Campaign’ which resulted in total saving of 320 fully grownup trees by paper recycling of 12,650 kgs.

The Company is conducting Energy Audit, Safety Audit & Health Audit on regular basis. The Company is also arranging welfare programs for its employees like sports activities, giving awards or incentives on Shop Floor level, etc.

The Company holds the ISO: 14001 certification for its environmental management system and OHSAS 18001 certification for Occupational Hazards and Safety Systems.

Acknowledgement / Appreciation

Your Directors place on record their gratitude to the Central Government, State Governments and Companys Bankers for their assistance, co-operation and encouragement extended to the Company. Your Directors also thank and sincerely appreciate the Business Associates and Employees at all levels for their unstinting efforts in ensuring an excellent all around operational performance. Last but not the least the directors would also like to thank valuable shareholders and other stakeholders for their support and contribution.

We look forward for your continued support in the future.

For and on behalf of the Board of Directors Omax Autos Ltd.

Place: New Delhi Suresh Mathur

Date: 13.08.2010 Chairman