Your Directors have pleasure in presenting the Thirtieth Annual Report together with the Audited Accounts of your
company for the Financial Year ended on 31^st March 2024.

OPERATIONS

The financial results of the Company during the year under review as compared to the previous year are summarized
as under:

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DIVIDEND

Your directors do not recommend any dividend as there was a loss during the year under review.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013
The Board has decided not to transfer any amount to the Reserves for the year under review.

PUBLIC DEPOSITS AND LOANS/ ADVANCES

The company has not accepted any public deposits during the financial year.

STATE OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance, among others for the period under review, is given in the
Management Discussion and Analysis Report which is annexed to this Report and is in accordance with the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company during the FY under review.

DIRECTORS and KEY MANAGERIAL PERSONNEL

As on the date of the Report the Board comprises of 4 directors of whom 3 are independent including a woman
director. There is no change in the KMP during the year under review.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Directors of the Company under Section
149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their
independence laid down in Section 149(6).

SUBSIDIARY COMPANIES

The Company has no subsidiary Companies as of March 31,2024.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the Company which
have occurred between the end of the FY and the date of this Report.

BOARD MEETINGS:

During the year, 6 Board Meetings were convened and duly held. The details of which are given in the Corporate
Governance Report, which forms part of this report. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

AUDIT COMMITTEE:

The Audit Committee comprises of, Mr. A. Govindaraj (Chairman), Mrs. V. Mythili (Member), Mr. P.J. Sunderrajan
(Member) and Mr. K. Ramakrishnan (Member). Powers and role of the Audit Committee are included in the Corporate
Governance Report. All the recommendation made by the Audit Committee was accepted by the Board of Directors.

REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act,
2013 and SEBI (LODR) Regulations, 2015. The Policy is provided in Annexed to this Report as “Annexure /"

VIGIL MECHANISM

The Company has established a vigil mechanism called Whistle-blower policy for its directors and employees to
report genuine concerns pursuant to the provisions of Section 177(9) & (100 of the Companies Act, 2013 and as per
Regulation 22 of SEBI (LODR), Regulations, 2015. The details of the Whistle blower is explained in the Corporate
Governance Report and also posted in the website of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 34(5) of the Companies Act, 2013, your Directors confirm:

i. that in preparation of accounts applicable accounting standards have been followed:

ii. that directors have selected such accounting policies and applied them constantly and made judgments and
estimates that are reasonable and prudent to give a true and fair view of state of affairs of the Company at the end of
the financial year and of the profit or loss of the Company for that period.

iii. that Directors have taken proper and sufficient care for maintenance of adequate accounting records in
accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities; and

iv. that the Directors have prepared Annual Accounts on a Going Concern basis.

v. 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.

vi. the Directors had devised proper systems to ensure compliance with the provision of all applicable laws and that
such systems were adequate and operating effectively.

PARTICULARS OF LOANS & INVESTMENTS BY COMPANY

During the year your company had not given any Loans, provide any Guarantee covered under the provisions of
Section 186 of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

The weblink for accessing extract of annual return is https://www.omniaxs.co.in
AUDITORS

The present Auditors B B Gusani and Associates, Chartered Accountants (FRN/ M.No. 140785W) who were
appointed for a period of 5 years, pursuant to the resolution passed by the members at the Annual General Meeting
of the Company held on 21^st September, 2023 continue as statutory auditors of the company upto the conclusion of
this AGM to the conclusion of the 36^th AGM.

AUDITORS REPORT

The Auditor's Report does not contain any qualifications, reservations or adverse remarks.

SECRETARIAL AUDIT

Secretarial audit report in Form MR-3 as given by Mr. S. Ganesan, Practicing Company Secretary is annexed to this
Report. The Report does not contain any qualifications, reservations or adverse remarks.

INFORMATION AS PER SECTION 134(3) OF THE COMPANIES ACT, 2013

The information regarding conservation of energy and technology absorption are not applicable to your company.
There were no foreign exchange earnings and outgo during the financial year.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material order passed by the regulators or Courts or Tribunals impacting the going
concern status and the company's operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations.
RISK MANAGEMENT POLICY

The Company has put in place Risk Management Policy compatible with the type and size of operations and risk
perception. The said policy is drawn up based on the guidelines of SEBI and stock exchanges issued in this regard.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall into the criteria stipulated for the applicability of Section 135 of the Companies Act, 2013
and hence the provisions of the section is not applicable.

RELATED PARTY TRANSACTIONS

During the year under review, there was no transaction with related party that needs to be reported.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

As there are no women employee the need for setting up of Internal Complaints Committee does not arise.

PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended, the Company has formulated and adopted the revised “Code of Conduct for
Prevention of Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is to set
framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be
listed securities of the Company. During the year, the Company has also adopted the Code of Practice and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“the Code”) in line with the SEBI
(Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company's
website. www.omniaxs.co.in

MANAGEMENT DISCUSSION AND ANALYSIS

A separate section on Management Discussion and Analysis Report forming part of the Annual report is attached.
FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI(LODR) Regulations, 2015 the Board has carried out
an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the
working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committee. The performance
evaluation of the independent directors was carried out by the entire Board. The Directors expressed their satisfaction
with the evaluation process and the performance of the Board.

LISTING

The shares of the company are listed with Bombay Stock Exchange.

CORPORATE GOVERNANCE

The report on Corporate Governance as SEBI (LODR), Regulations, 2015 along with the Auditors' Certificate for its
due compliance forms part of the Annual Report. Your company has taken adequate steps for compliance with the
Corporate Governance guidelines, as amended from time to time.

PARTICULARS OF EMPLOYEES

None of the employees of the Company received remuneration in excess of the limits prescribed Under Rule 5(2) of
The Companies (Appointment and Remuneration of Managerial Personnel Rules of the Companies Act, 2013.
However the details of payment of remuneration to KMP is provided as detailed in Annexure-II

ACKNOWLEDGMENT

Your directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates,
clients for their continued patronage and co-operation. The directors are also happy to place on record their
appreciation for the whole hearted commitment and contribution made by all the employees and look forward to their
continued support.

For and on behalf of the Board of Directors

Place: Chennai (K. Ramakrishnan) (A.Govindaraj)

Date: 13.08.2024 WholeTime Director Director

DIN: 00218129 DIN:03496870