Omkar Overseas Ltd

Omkar Overseas Limited trading window to remain closed from 01st October, 2026 till 48 hours after the declaration of unaudited financial results for the quarter and Half Year ended on 30th September, 2026.

AGM Details

• AGM held on 26 Sept 2026 from 11:30 to 11:50 at the registered office.
• Record date: 19 Sept 2026; total shareholders on record: 2,608.
• Promoter attendance: none; Public attendance: 18.
• Two resolutions were put to vote and passed.

Resolutions & Outcomes

• Resolution 1: Adoption of financial statements; Passed with ~99% in favour.
• Resolution 2: Re-appointment of Parul Kamleshbhai Joshi as Director, retiring by rotation; Passed with ~99% in favour.

Dividend & Director Changes

• Dividend: No dividend proposal or declaration.
• Director changes: Joshi re-appointed; retiring by rotation.

AGM details

• Date and time: 26 September 2026 at 11:30 AM.
• Mode: physical meeting at registered office in Ahmedabad.
• Record date: 19 September 2026; cut-off: 21 September 2026.
• Shareholders on record: 2,608; public attendees: 18; promoter attendance: none.
• Total resolutions passed: 2.

Resolutions and results

• Resolution 1 (Ordinary): Adopt financial statements for year ended 31 March 2026.
• Result: Passed; 723,485 in favour, 5,000 against; 99.31% in favour.
• Resolution 2 (Ordinary): Re-appoint Mrs. Parul Kamleshbhai Joshi by rotation.

AGM Details

• Date and time: 26 September 2026, 11:30 AM.
• Mode: Physical meeting at registered office.
• Venue: Registered office address in Navrangpura, Ahmedabad.
• Meeting concluded at 11:50 AM.

Ordinary Business

• Adoption of financial statements for year ended 31 March 2026 with Board and Auditor reports.
• Re-appointment of Mrs. Parul Kamleshbhai Joshi, retiring by rotation.

Governance & Scrutiny

• Scrutinizer appointed for e-voting and poll voting.

Voting Status

• Results to be announced within 48 hours and uploaded on company and BSE websites.

Financial highlights

• Net income from business operations: 0.00 Rs Lakhs for year ended 31 Mar 2026
• Other income: 0.14 Rs Lakhs; Total income: 0.14 Rs Lakhs
• Total expenses before depreciation and tax: 17.17 Rs Lakhs
• Profit before tax: -17.03 Rs Lakhs; Net profit after tax: -17.03 Rs Lakhs
• Basic and diluted EPS: -0.35 Rs
• Revenue from operations: Nil for year ended 31 Mar 2026
• Dividend not declared due to losses
• Total equity negative ₹37.88 L; borrowings ₹39.10 L; cash ₹4.68 L
• Net debt: ₹34.42 L; gearing ratio not meaningful

Operations and market

• Business: trading of textile items; no operations in 2025-26
• Single reportable segment: Textiles
• Revenue from operations Nil; prior year ₹1.59 Lakh
• Listed on BSE; ISIN INE680D01015

Capital structure and liquidity

• Authorised share capital ₹6,00,00,000; paid-up ₹4,92,35,750 after unpaid calls
• Equity negative ₹37.88 L; borrowings ₹39.10 L; cash ₹4.68 L
• Inter-corporate borrowings ₹39.10 L (non-current)
• Current borrowings ₹0
• Gearing ratio not meaningful; debt to equity negative

Governance

• Board as at 31 Mar 2026: Parul Joshi, Viral Ranpura, Dhairyakumar Thakkar, Malay Desai
• Audit Committee: Malay Desai (Chair), Dhairyakumar Thakkar, Parul Joshi
• Board meetings: 5; dates include May 9, 2025 and others
• Director responsibility statement confirms going concern and proper accounting

Audit, controls & going concern

• Statutory auditors: M/s N.S. Nanavati & Co; material uncertainty on going concern
• Secretarial audit: Annexure-A; no qualifications
• Internal controls: adequate; internal audit by AH Mandaliya & Associates

Capital reduction plan

• Scheme for reduction of share capital approved; not implemented yet
• Meeting held July 27, 2026; approval not obtained

Related parties & RPTs

• Remuneration to KMP ₹9.60 L; Borrowings to related parties ₹18.21 L
• 2025: ₹17.93 L to related parties; directors Thakkar & Desai are related
• RPTs conducted on arm's length basis

MD&A and risk summary

• Textile trading industry shows growth potential; Make in India, PLI, and e-commerce opportunities
• Risks include single segment, raw material price volatility, FX risk
• ESG: energy conservation and safety measures ongoing

AGM Details

• Date and time: 26 September 2026 at 11:30 AM, physical meeting at registered office.
• Record/transfer books closed: 20–26 September 2026 (inclusive).
• E-voting facility available with remote window Sep 23–25, 2026.

Ordinary Resolutions

• Receive, consider and adopt financial statements for year ended 31 March 2026.
• Re-appoint Parul Kamleshbhai Joshi (DIN 06370561) who retires by rotation.

Director Changes

• Parul Kamleshbhai Joshi to be re-appointed as Whole-time Director (DIN: 06370561).

Key decisions

• Approved Board's Report and annexures including Form 5-2026.
• Approved 30th AGM on Saturday, 26 September 2026 at 11:30 AM.
• Fixed 28 August 2026 as record date for notice and annual report.
• Fixed 21 September 2026 as record date for e-voting and AGM.
• E-voting window: 23–25 September 2026, 9:00 AM to 5:00 PM.
• Appointed Mr. Himanshu Surendrakumar Gupta as Scrutinizer for remote e-voting and poll voting.
• Approved the Notice of the 30th AGM.
• Approved the 30th Annual Report of the company.

Unaudited results approved

• Board approved unaudited standalone results for quarter ended 30 June 2026.

Key financial highlights

• Other income: Rs 0.14 lakh.
• Total revenue for the quarter: Rs 0.14 lakh.
• Profit for the quarter: Rs (7.21) lakh; EPS: (0.15).
• Total expenses: Rs 7.21 lakh.
• Employee benefits expense: Rs 2.40 lakh.
• Finance costs: Rs 2.49 lakh.

Board review and approval

• Audit Committee reviewed results; Board approved on 05 Aug 2026.

Trading window and compliance

• Trading window closed from 01 Jul 2026 for 48 hours post results.

Accounting and audit notes

• Results prepared in Ind AS; limited review by statutory auditors.

Meeting Details

• Date: August 5, 2026; Venue: Registered Office; Time not disclosed.

Key Agenda Items

• Approval of standalone unaudited financial results for the June quarter.

Other Notes

• Trading window closed from July 1, 2026 until 48 hours after results declaration.

Purpose of Meeting

• Scheme of Arrangement for reduction of share capital of Omkar Overseas Limited.
• NCLT order appointed Chair and meeting held July 27, 2026 via video conference.

Key Business & Scrutinizer

• Special business: approval of Scheme of Arrangement for reduction of share capital.
• Scrutinizer appointed for e-voting per tribunal order.

Voting Outcome

• Voting result to be announced within 48 hours; will be uploaded on company and BSE websites.

Shareholder Impact

• Scheme reduction of share capital; no exchange ratio or other terms disclosed.

Next Steps

• Await final NCLT order/approval; timeline for effectiveness not disclosed.