Your Directors present the 39^th Annual Report and the Audited Accounts for the year ended on 31^st March, 2025.

1. SUMMARY OF FINANCIAL PERFORMANCE DURING YEAR UNDER REPORT :

The Company had no manufacturing or trading activities during the period and has registered net loss of Rs.6,78,000/- (Rupees Six Lacs Seventy Eight only).

2. AMOUNT SET ASIDE FOR TRANSFER TO GENERAL RESERVES & EPS ETC.:

The Company has incurred cash loss of Rs.6,78,000/- (Rupees Six Lacs Seventy Eight only) and hence no comment has been offered as to Earning Per share. No amount is proposed to be transferred to General Reserve.

3. DIVIDENDS:

The Company has not proposed any dividend in view of losses.

4. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’S AFFAIRS :

The Company had no manufacturing or trading activities during the period and has shown net loss of Rs. 6,78,000/- (Rupees Six Lacs Seventy Eight only), during the period.

5. CHANGE IN THE NATURE OF BUSINES :

There is no change in the business of the company.

6. EXTRACT OF ANNUAL RETURN :

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return is placed on the website of the Company at the following link -

http://www.ohminditalia.com/pdf/annual report/Annual Report 31st March 2025.pdf

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

The Board of the Company continues to be led by Ms. Sujata Mital and is well supported by the Chief Financial Officer, other Board members and the compliance officer. Ms. Sonam. A. Bhura as Company Secretary and Compliance Officer of the Company.

8. DIRECTORS & KMP WHO WERE APPOINTED OR RESIGNED DURING THE YEAR UNDER REPORT :

There were no appointments &/or resignation during the year. However certain Board level changes took place post 31^st March which are discussed in para 12 below.

9. APPOINTMENT OF DIRECTORS IN PLACE OF THOSE RETIRING :

Mr. Navin Sheth, Director of the Company retires at this Annual General Meeting and being eligible has offered himself for re-election. As he is also appointed as CFO of the Company w.e.f. 16.04.2016, and has attained the age of 78 years, the resolution for his reappointment needs to be passed as a Special Resolution. Accordingly, a Special Resolution along with the Explanatory statement under Sec.102(1) and additional information in terms of LODR and SS-2 is furnished as part of the Notice of the AGM.

10. AUDITORS:

In terms of Section 139 of the Act, M/s. Shah Kailash & Associates LLP, a Peer Reviewed firm of CAs, were appointed as statutory auditors of the Company for a period of two years from the conclusion of 37^th Annual General Meeting to the conclusion of 39th Annual General Meeting to audit the books of the Company for the financial year from 2023-24 and 2024-25.

Being eligible for continuation, the Auditor’s consent was sought for fresh appointment for a period of 5 financial years from 2025-26 till 2029-30 in terms of section 139 of the Companies Act, 2013 and rule (4) of Companies Audit and Auditors) Rules, 2014, which has been received. Accordingly, it is proposed to reappoint M/s. Shah Kailash & Associates LLP, as Statutory Auditors of the Company for a period of five consecutive years i.e. from 2025-26 till 2029-30 from the conclusion of 39^th Annual General Meeting to the conclusion of 44th Annual General Meeting to audit the books of the Company for the financial year from 2025-26 till 202930 and to provide their audit report thereon under section 143 of the Companies Act 2013.

A suitable Ordinary Resolution has accordingly been recommended for consideration of members.

11. SECRETARIAL AUDITOR :

CS Ms. Nisha Gidwani of Nisha & Associates, a peer-reviewed PCS (Membership No. A45729 and COP No. 16658), has completed her tenure as the Secretarial Auditor of the Company. As they are eligible to be reappointed as Secretarial Auditors, their consent was sought for reappointment for next 5 consecutive financial years under Sec. 204 of the Co.’s Act 2013 and Reg. 24A of the SEBI (LODR) from 1^st April 2025 till 31^st March 2030.

CS Ms. Nisha Gidwani of Nisha & Associates, have provided their consent to the same and accordingly it is proposed to reappointment them for next 5 consecutive financial years under from 1^st April 2025 till 31^st March 2030.

a peer-reviewed PCS (Membership No. A45729 and COP No. 16658), as the Secretarial Auditor for 5 The Board approved her appointment at the Board Meeting held on 13 ^th August 2024. The Secretarial Audit Report provided by Ms. Nisha Gidwani is attached.

A suitable Ordinary Resolution has accordingly been recommended for consideration of members.

12. MATERIAL CHANGES & EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

a) The Board was reconstituted on the 30^th April when 3 new Directors were inducted on the Board -

• Mr.Vipul Gandhi DIN 02729144

• Mr.Chirag Kantilal Patel DIN: 01068221

• Ms. Shamika Prashant Masurkar DIN: 11078122

b) Subsequently Ms. Vipul Gandhi was appointed as Chairman of the Board in Board Meeting held on 1^st July 2025.

c) Ms. Sujata Mital was reappointed Managing Director for 5 years w.e.f. 1^st April 2025

d) M/s. Purva Shareregistry (India) Pvt. Ltd were appointed RTA for the company in place MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) by the Board.

e) The Board has also signed the tri-partite agreement with CDSL and NSDL to provide Demat facility and connectivity to the Company/RTA. The RTA has been instructed update members details and complete demat requests received prior to 31^st March 2019 and pending for any reason. With this, the company will shortly be able to meet investors requirements.

13. PENALTY BY SEBI/DELISTING BY BSE :

a. Further, SEBI had issued Show Cause Notice vide

SEBI/HO/EAD/EAD5/P/OW/2023/9535/1&2 dated March 03, 2023 seeking explanation from the Company of various alleged violations including mismatch of figures in “Reconciliation of Share Capital”, since some 1,74,000 shares in Demat form were reported by CDSL/NSDL in addition to 100% physical shares reported by the company.

Company has, replied on 10^th April 2023 explaining that the shares dematerialized in 200-01 by the depositories were still being reported though they had cut off connectivity and were not providing access to the data held by them as the company could not pay huge amount of arrears of charges, penalties and interest claimed by them. A hearing took place on the 31^st August 2023. The enquiry officer passed his order vide ORDER/AN/PR/2023-24/30203 dated28th March 2024 (received on 3^rd April 2024) imposing penalty of Rs.3,00,000/- on the Company which was paid on the10th May 2024.

b. At the last AGM Shareholders were informed about the Initial Public Notice (IPN) issued by the BSE proposing to delist the Company’s shares. Presently the “status quo” continues. The final delisting order has not yet been received.

14. MEETINGS OF THE BOARD :

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The notice of Board meeting and agenda are circulated at least a week prior to the date of the meeting and includes detailed notes on the items to be discussed at the meeting to enable the Directors to take informed decisions.

The Board met on six (06) occasions during the financial year which are as follows:,

30.05.2024, 13.08.2024, 06.09.2024, 13.11.2024, 06.01.2025 and 13.02.2025

15. MEETINGS OF VARIOUS COMMITTEES OF THE BOARD :

Your Board has constituted the following Committees :

a) Audit Committee,

b) Nomination and Remuneration Committee, and

c) Stakeholders’ Relationship Committee.

Brief details of all the Committees along with their charters, composition and functioning are provided in the “Report on Corporate Governance”, at part C of Ann II of this Annual Report. The Committees held following meetings during the year:

Name of the Committee Dates of the Meetings :

Audit Committee 30^th May 2024, 13^th August 2024, 6^th

Sep. 2024, 13^th Nov. 2024 and 13^th Feb. 2025.

Nomination and Remuneration Committee 6^th Sep. 2024, 31^st March 2025.

Stakeholders’ Relationship Committee 6^th September 2024..

16. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134 (3) (C ) OF THE CO.’S ACT2013.

The Directors state that :

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any,

b. Appropriate accounting policies have been selected and applied consistently and the judgment and estimates made by them 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 financial year and of the Profit or Loss of the Company for the year,

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

d. The annual accounts have been prepared on a going concern basis,

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

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. FRAUD REPORTING :

No frauds have been reported by the Auditors u/s 143(12) of Companies Act, 2013.

¹⁸- BOARD INDEPENDENCE AND DECLARATION BY INDEPENDENT DIRECTORS :

The Independent Directors of the Company Mr. Dattatraya S. S. Amonkar DIN No 07132214 and Mr. Abhay Ganpat Dadarkar DIN No 06957764 have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of ‘Independent Director’ as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, all the Independent Directors have affirmed that they have adhered to and complied with the Company’s Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Act.

The composition of the Board is in accordance with Regulation 17 of the SEBI Listing Regulation read with Section 149 of the Act, with an appropriate combination of Non-Executive Directors and Independent Directors. The detailed list of Directors of the Company has been disclosed as part of the Corporate Governance Report.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise (including proficiency, as applicable) and hold highest standards of integrity.

As the trms of the existing Independent Directors as well as the Managing Director expired on the 31^st March 2025, two new Independent Directors were appointed at Board Meeting held on 30^th april 2025 and Ms. Sujata Mital was reappointed as MD for next 5 years along with another Director Mr. Vipul Gandhi.

All these appointments were later confirmed at the Extraordinary General Meeting held on 30^th July 2025.

Please refer to Para 12 above for Post Balancesheet developments.

19. SECRETARIAL AUDIT REPORT :

The Secretarial Audit Report provided by CS Nisha & Associates, Practising Company Secretary (PCS) is appended as required under the Provisions of Sec.204(1) of the Companies Act, 2013.

20. BOARD COMMENTS/CLARIFICATIONS ON AUDITORS’ REMARKS IN THE AUD IT REPORT/SECRETARIAL AUDIT REPORT :

i) There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Shah Kailash Associates, Statutory Auditors, in their report made under Sec.143(3) of the Companies Act,2013.

ii) The board comments in response to the remarks of the Secretarial Auditor are given in Annexure I.

21. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, REMUNERATION AND EVALUATION CRITERIA:

The Co.’s has formulated a Policy for Director’s appointment, remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act 2013. The Nomination and Remuneration committee is entrusted with the task of identifying, selection and recommending to the Board as regards tenure, terms, remuneration etc. It is detailed in Corporate Governance Report. No remuneration is paid to any Director other than Managing Director and CFO.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company had not extended any loans, made any investments or given guarantees or provided any security for loans extended to third parties covered by the provisions of sub- section (2) of Section 186 of the Companies Act, 2013.

22 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no related party transactions within the meaning of Section 188(1) of the Companies Act 2013, during the year. Hence there are no particulars to report in form AOC-2.

23. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :

There are no dividends lying unpaid or unclaimed for a period of seven years which are required to be transferred to Investor Education and Protection Fund (IEPF).

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREGIN EXCHANGE EARNING AND OUTGO:

25. RISK MANAGEMENT POLICY:

The company had no business activity during the past financial year under report.

The main business activities of the company are Distribution of Biotechnology Products such as Diagnostic Tests, Antigens, antibodies, Reagents, Peptides, Enzymes, Toxins, Resins, Unusual Amino acids etc. relating to medical and pharma industry and Leasing of Refrigerated Containers. The Company has developed and implemented a risk management policy which identifies, assess, monitor and mitigate major risks which may threaten the existence of the Company. The same has also been adopted and discussed by the Audit Committee and Board of Directors of the Company and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelt out in the said policy.

The Company’s internal control systems are commensurate with the nature of its proposed businesses and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

Significant audit observations and follow up actions thereon are reported to the Audit Committee.

26. COMPANY’S POLICY ON ITS CORPORATE SOCIAL RESPONSIBILITY :

The provisions of Section 135 of the Companies Act 2013, relating to Corporate Social Responsibility are not applicable to the company.

27. MANNER OF FORMAL ANNUAL EVALUATION POLICY FOR BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS :

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i) Attendance of Board Meetings and Board Committee Meetings

ii) Quality of contribution to Board deliberations

iii) Strategic perspectives or inputs regarding future growth of Company and its performance

iv) Providing perspectives and feedback going beyond information provided by the management

v) Commitment to shareholder and other stakeholder interests

The process involves self-evaluation by the Board Member and subsequent assessment by the Board of Directors. A member of the Board is not allowed to participate in the discussion of his / her evaluation.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Board has adopted accounting policies which are in line with Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015.

The Company has put in place adequate internal controls with reference to accuracy and completeness of the accounting records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of operations and ensures compliance with various policies and statutes in keeping with the organisation’s pace of growth, increasing complexity of operations, prevention and detection of frauds and errors. The design and effectiveness of key controls were tested and no material weaknesses were observed.

29. DEPOSITS :

The Company has neither accepted nor renewed any deposits during the year.

30. VIGIL MECHANISM :

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

31. DISCLOSURE UNDER REGULATION 34 (3):

The disclosures required to be made under regulation 34(3) of LODR, 2015 [Schedule V] forms part of this report as Annexure II.

32. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARY,JOINT VENTURE AND ASSOCIATE COMPANIES AND THEIR PERFORMANCE :

There are no subsidiary companies as on March 31, 2025 within the meaning of Section 2(87) of the Companies Act, 2013 and there is no associate or joint Venture Company within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”) as on March 31, 2025.

33. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT :

The Management’s Discussion and Analysis Report for the year under review, stipulated under LODR, 2015 forms Para B of Annexure II to the report.

34. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year NO orders were passed by the regulators or courts or tribunals impacting the going concern status and company’s operations. BSE had issued Initial Public Notice in national and local newspaper for Compulsory Delisting of Company’s equity shares on 24^th June 2023.

This is dealt with in para 13 of the Report.

35. DETAILS OF DIRECTORS AND EMPLOYEES SALARIES UNDER SEC.197(12) OF THE ACT :

The details prescribed under Sec.197(12) and Rule 5(1) of the Co.’s (Appt. and Remuneration of Managerial Personnel) Rules are given in “Annexure III.

36. CEO & CFO CERTIFICATION :

Ms. Sujata Mital, Managing Director DIN 01826116 and Mr. Navin Sheth, Director & CFO DIN No.02501231, have provided the Certificate pursuant to provisions of Regulation 17(8) of the Listing Obligations Disclosure Requirements, 2015, to the Board which met on 30^th May 2025,

st

for considering the financial statements of the Co. relating to financial year ended 31 ^st March, 2025 and is appended at Annexure IV.

37. DISCLOSURE UNDER SEC. 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

Since the company has less than 10 workers, and No female employees, the provisions relating to constitution of an Internal Complaints Committee etc. under the above Act are not applicable to the Company.

38. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the standards laid as down in SS-1 and SS-2.

39. WEB-LINKS TO KEY DOCUMENTS AND POLICIES

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following documents/policies are available on the website of the Company at www.ohminditalia.com:

1. Annual Return as required under Section 92(3) of the Companies Act, 2013 -

http://www.ohminditalia.com/pdf/annual report/Annual Report 31st March 2025.pdf Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following documents/policies are available on the website of the Company at www.ohminditalia.com:

1. Annual Return as required under Section 92(3) of the Companies Act, 2013 -http://www.ohminditalia.com/pdf/annual report/Annual Report 31st March 2025.pdf

2. Annual Report for the Financial Year 2024-25 -http://www.ohminditalia.com/pdf/annual report/Annual Report 31st March 2025.pdf

3. Policy on Related Party Transactions (RPT Policy) - www.ohminditalia.com

4. Vigil Mechanism / Whistle Blower Policy -https://www.ohminditalia.com/pdf/policy/vigill_mechanism.pdf

5. Nomination and Remuneration Policy -www.ohminditalia.com

40. RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2025, the Company has not entered into any contracts, arrangements or transactions with related parties as defined under Section 188 of the Companies Act, 2013 read with applicable rules and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Accordingly, the requirement of disclosure in Form AOC-2 does not arise for the year under review.

The Company has in place a duly approved Policy on Related Party Transactions, which is in line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The said Policy is available on the Company’s website at the following link: http://www.ohminditalia.com/pdf/policies/RPT_Policy.pdf

The Audit Committee periodically reviews the framework and confirms that the Company has a proper mechanism in place for dealing with related party transactions, even though no such transactions were undertaken during the year under review.

41. ACKNOWLEDGEMENTS:

The Board of Directors thanks the Investors for their patience and faith shown by them during the period of extreme hardship for the Company.