Om Galaxy disclosed Rs 1.961 crore commission against Rs 36 lakh cap

Om Galaxy disclosed that Bhavin Deepak Bhuta, a non-executive independent director, received Rs 1.961 crore in commission for the financial year ended March 31, 2026. The same prospectus disclosure states that Bhavin Deepak Bhuta is entitled to commission on profits not exceeding Rs 36 lakh a year, leaving a stated-payment-to-ceiling difference of Rs 1.601 crore.

What did Om Galaxy disclose about Bhavin Deepak Bhuta's pay?

Om Galaxy disclosed total fiscal 2026 payments of Rs 1.9655 crore to Bhavin Deepak Bhuta, comprising Rs 1.961 crore of commission and Rs 0.45 lakh of remuneration. The remuneration table for the year ended March 31, 2026 was certified by statutory auditor Shetty Naik & Associates on August 26, 2026.

Om Galaxy reported Rs 0.45 lakh of remuneration for each of its four non-executive independent directors: Bhakti Chirag Bagadia, Bhavin Deepak Bhuta, Dinesh Kumar Sharma and Umesh Ramkumar Pareek. Only Bhavin Deepak Bhuta had a separately disclosed commission, making his Rs 1.9655 crore total materially different from the Rs 0.45 lakh disclosed for each of the other three directors.

Om Galaxy stated that the Rs 1.961 crore commission was paid under an agreement dated May 5, 2025 with Bhavin Deepak Bhuta, read with an addendum dated May 30, 2026. The prospectus identifies the commission separately from remuneration paid to non-executive independent directors, rather than including it within the Rs 0.45 lakh shown in the director-remuneration table.

How does Om Galaxy's commission compare with the stated annual cap?

Om Galaxy's disclosed Rs 1.961 crore commission was Rs 1.601 crore higher than the stated annual entitlement ceiling of Rs 36 lakh. The disclosed commission was about 5.45 times the stated ceiling, based solely on the two figures printed in the prospectus.

Om Galaxy says Bhavin Deepak Bhuta is entitled to commission on profits not exceeding Rs 36 lakh per annum, subject to overall limits under Section 197 of the Companies Act, 2013. Section 197 is the Companies Act provision that Om Galaxy cites for the applicable overall limits on director remuneration.

The prospectus describes the commission as consideration for advisory inputs and support in Om Galaxy's marketing and business-development initiatives. This is distinct from sitting fees: a Board resolution dated October 31, 2025 entitled independent directors to Rs 15,000 for each Board or committee meeting attended.

The supplied disclosure does not state a commission rate, the profit figure used, the number or value of advisory assignments, or a calculation that reconciles Rs 1.961 crore with the Rs 36 lakh annual ceiling. It also does not say in the supplied pages whether the May 30, 2026 addendum changed any amount, calculation method or duration in the May 5, 2025 agreement.

What was Bhavin Deepak Bhuta's role and agreement basis?

Om Galaxy appointed Bhavin Deepak Bhuta as a non-executive independent director on May 5, 2025 for a five-year term. The company says he holds a Bachelor of Commerce degree from the University of Mumbai and has more than 16 years of experience in the printing industry.

Om Galaxy identifies Eternity Print Solutions Private Limited as Bhavin Deepak Bhuta's prior association. Its director profile does not give a separate description of the marketing and business-development activities covered by the commission agreement, beyond the advisory inputs and support cited in the director-interest disclosure.

The timing of the two disclosed documents is relevant to the fiscal 2026 payment. The payment relates to the year ended March 31, 2026, while the addendum is dated May 30, 2026, two months after that year-end; Om Galaxy does not provide the addendum's terms or state whether it applied retrospectively.

Om Galaxy also states that no director received, or was entitled to receive, remuneration, sitting fees or commission from its subsidiaries in fiscal 2026. Its shareholding table lists equity holdings for four executive directors only, and does not list Bhavin Deepak Bhuta as a shareholder as of the red herring prospectus date.

What governance framework applies to the disclosed commission?

Om Galaxy says the Rs 36 lakh commission entitlement is subject to Section 197 of the Companies Act, 2013 and is linked to profits. The prospectus separately says that, as of its date, Om Galaxy had no performance-linked bonus or profit-sharing plan with its directors.

That statement distinguishes the disclosed commission arrangement from a company-wide director bonus or profit-sharing plan, but does not provide a calculation for the commission on profits paid to Bhavin Deepak Bhuta. Om Galaxy also says that no contingent or deferred compensation payable to directors existed outside their remuneration as of the prospectus date.

Om Galaxy constituted its Audit Committee on December 18, 2025 and reconstituted it on February 17, 2026. The committee comprises Bhakti Chirag Bagadia as chairperson, Dinesh Kumar Sharma and managing director Opindersingh Bachattarsingh Baddhan; Bhavin Deepak Bhuta is not listed as a member.

The Audit Committee's stated terms include reviewing financial statements, approving subsequent modifications to related-party transactions where applicable, and reviewing related-party transactions at least quarterly under omnibus approvals. The supplied pages do not state whether the commission agreement or its May 30, 2026 addendum was considered by that committee.

What does Om Galaxy still need to clarify?

Om Galaxy does not explain in the supplied disclosure why the Rs 1.961 crore commission exceeded the separately stated Rs 36 lakh annual entitlement ceiling by Rs 1.601 crore. The prospectus identifies the May 5, 2025 agreement and May 30, 2026 addendum, but does not reproduce either document's commercial terms.

The missing terms matter because Om Galaxy does not disclose whether the addendum amended the ceiling, created a separate payment basis, changed the relevant annual period or addressed services supplied before March 31, 2026. Nor does the supplied text identify the profit measure or other basis used to determine the commission.

Om Galaxy says the Securities and Exchange Board of India's Listing Obligations and Disclosure Requirements Regulations, or SEBI LODR Regulations, will apply immediately after listing. As of the prospectus date, it says several SEBI LODR governance requirements did not apply because the issue was being made under Chapter IX of the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, while Companies Act requirements applied where relevant.

The statutory auditor's August 26, 2026 certificate covers the fiscal 2026 remuneration table, including the Rs 0.45 lakh remuneration entry for Bhavin Deepak Bhuta. The supplied pages do not include an approval trail, agreement text, addendum text or calculation that would reconcile the commission with the stated annual entitlement.

Conclusion

Om Galaxy's prospectus places two specific figures alongside each other: Rs 1.961 crore paid as fiscal 2026 commission to Bhavin Deepak Bhuta and a stated entitlement to commission on profits not exceeding Rs 36 lakh a year. The commission was also unique among the four non-executive independent directors, each of whom was shown with Rs 0.45 lakh of remuneration, while only Bhavin Deepak Bhuta had a separately disclosed commission.

The next disclosure to watch is any explanation of the May 30, 2026 addendum to the May 5, 2025 agreement, including whether it changed the annual ceiling or payment formula. A disclosed calculation of the relevant profits, advisory consideration and Section 197 limit would determine how Om Galaxy intends to reconcile the fiscal 2026 payment with the stated Rs 36 lakh annual entitlement.