Oswal Pumps Ltd

Dear Members,

Your Directors have pleasure in presenting the 22nd Board's Report along with the Audited Financial Statements of your Company for the Financial Year ended March 31, 2025 ("FY 2025"). This Report is prepared on the basis of Standalone Financial Statements of the Company for FY 2025 and the consolidated performance of the Company, its subsidiaries and associate has been referred to wherever required.

The financial performance of your Company is summarized below:

(Rs. in Million)

In accordance with the Companies Act, 2013 ("the Act") and Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the audited Consolidated Financial Statements are provided as part of this Annual Report and shall also be laid before the ensuing Annual General Meeting ("AGM") of the Company.

The Standalone and Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time).

In FY 2025, the Company reported consolidated revenues from continuing operations of Rs. 14,303.07 million and a Profit after tax of Rs. 2,806.13 million.

Considering the future business plans of the Company, the Board of Directors of the Company do not recommend any dividend on the Equity Shares of the Company for FY 2025.

The Board of Directors of the Company in its meeting held on September 12, 2024 has adopted a Dividend Distribution Policy pursuant to the provisions of the Regulation 43A of the Listing Regulations. The same is available on the Company's website at https://oswalpumps.com/investor-relations/policies/ pdf/Dividend Distribution Policy.pdf

The Company did not transfer any amount out of profits to General Reserve during the FY 2025.

The Equity Shares of the Company are traded on Bombay Stock Exchange Limited (Scrip Code '544418') and National Stock Exchange of India Limited (Symbol 'OSWALPUMPS') effective June 20, 2025. The ISIN number for dematerialization of the Equity Shares of the Company is INE0BYP01024.

The annual listing fees for the Financial Year 2025-26 has been paid to both the Stock Exchanges.

As at March 31, 2025, the authorized share capital of the Company was Rs. 12,00,00,000/- (Rupees Twelve Crore Only) divided into 12,00,00,000 (Twelve Crore) Equity Shares of Re. 1/- (Rupee One Only) each.

The following changes took place in the Authorized share capital of the Company during FY 2025:

1. The Board of Directors and the Shareholders of the Company in the respective meetings held on August 27, 2024 had approved increase in the Authorized Share Capital of the Company from Rs 7.00. 00.000/- divided into 70,00,000 Equity Shares of Rs 10/- each to Rs 12,00,00,000/- divided into 1.20.00. 000 Equity Shares of Rs 10/- each.

2. Further, the Board of Directors and Shareholders of the Company in the respective meetings held on August 29, 2024 had approved the sub-division of the Equity Shares of the Company, including the paid-up Equity Shares in a way that the Authorized Share Capital of Rs 12,00,00,000/- divided into 1.20.00. 000 Equity Shares of Rs 10/- each shall be sub-divided into 12,00,00,000 Equity shares having face value of Re 1/- each.

The Issued, Subscribed and Paid-Up Share Capital of the Company as at March 31, 2025 was Rs. 9,94,82,300/- (Rupees Nine Crore Ninety Four Lakh Eighty Two Thousand and Three Hundred Only) comprising of 9,94,82,300 (Nine Crore Ninety Four Lakh Eighty Two Thousand and Three Hundred) Equity Shares of Re. 1/- (Rupee One Only) each.

The following changes took place in the Issued, Subscribed and Paid-Up Share Capital of the Company during FY 2025:

1. The Board of Directors of the Company in its meeting held on June 19, 2024 had approved cancellation of 72,500 (Seventy Two Thousand Five Hundred) Equity Shares, which were forfeited by the Company on October 10, 2011 and consequent diminishing of the Issued and Subscribed Share Capital of the Company by an amount of Rs. 0.73 million being the nominal value of the forfeited shares being cancelled.

2. The Board of Directors and Shareholders of the Company in the respective meetings held on August 27, 2024 had approved the sub-division of the Equity Shares of the Company, including the paid-up Equity Shares in a way that the paid- up Share Capital of Rs. 5,85,19,000/- divided into 58,51,900 Equity Shares having face value of Rs 10/- each of the Company shall stand subdivided into 5,85,19,000 Equity Shares having the face value of Re 1/- each.

3. The Board of Directors of the Company through a circular resolution passed by it on August 31, 2024 had approved the allotment of 4,09,63,300 Bonus Shares fully paid-up of Re. 1/- each to the Members of the Company, pursuant to the approval for issuance of Bonus Shares accorded by the Board of Directors and Shareholders of the Company in the respective meetings held on August 29, 2024.

As at March 31, 2025, your Company had following Subsidiary/ Holding/ Associate companies. Your Company did not have any Joint Venture Company during FY 2025.

During the FY 2025:

1) The Company pursuant to the approval of the Board of Directors in its meeting held on May 14, 2024 had purchased 10 Equity Shares held by Mr. Vivek Gupta in Oswal Solar Structure Private Limited and Oswal Green Industries Private Limited on July 24, 2024 and accordingly, both the companies have become its Wholly Owned Subsidiaries effective that date.

2) The Company pursuant to the approval of the Board of Directors in its meeting held on April 05, 2024 had subscribed 27,30,000 Equity Shares of Rs. 10/- each of Walso Solar Solution Private Limited effective April 23, 2024 i.e. the date of incorporation and accordingly, the Walso Solar Solution Private Limited has become an associate of the Company effective that date.

A statement containing salient features of the Financial Statements of the Company's subsidiaries and associate is enclosed with this Report as 'Annexure - 1'.

Further, a detailed update on the performance of your Company's subsidiaries and associate is furnished in the Management Discussion and Analysis section which forms part of this Report.

In compliance with the provisions of Section 136 of the Act, the Financial Statements and other documents of the subsidiaries/ associate are not being attached with the Financial Statements of the Company and are available on the website of the Company viz. https://www.oswalpumps.com/.

The Consolidated Financial Statements presented by the Company include financial results of its subsidiaries and associate.

The Annual Return of the Company for FY 2023-24 is available on the website of the Company at https:// oswalpumps.com/. Further, the Annual Return for FY 2025 shall be made available on the website of the Company upon the same being filed with the concerned Registrar of Companies.

Your Company had adopted an employee stock option plan viz. 'Oswal Pumps- Employee Stock Option Plan 2024' ('ESOP Plan') with the approval of the Board of Directors in its meeting held on August 27, 2024 and the Shareholders of the Company through Special Resolution in the Extra Ordinary General Meeting held on August 27, 2024. The ESOP Plan provides for grant of stock options aggregating not more than 5% of equity share capital of the Company to eligible employees and Directors of the Company and its subsidiaries. Further, the ESOP Plan is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (as amended from time to time). The ESOP Plan is administered by the Nomination and Remuneration Committee constituted by the Board of Directors of the Company.

During FY 2025, your Company has granted 91,068 stock options to the eligible employees of the Company and its subsidiaries. A statement setting out the details of options granted upto March 31, 2025 and other disclosures as required under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Rule 12(9) of Companies (Share Capital & Debentures) Rules, 2014 for FY 2025, is enclosed as 'Annexure - 2' to this report.

There was no material change affecting the financial position of the Company between the Financial Year ended March 31, 2025 and the date of this Report. However, the following events have, inter-alia, taken place till the date of this report:

1. The Board of Directors of the Company in its meeting held on June 18, 2025 had approved the allotment/ transfer of Equity Shares at an Offer price of Rs. 614/- per Equity Share including a share premium of Rs. 613/- per Equity Share under the Initial Public Offer ('Offer') (comprising of fresh issue of 14,495,114 Equity Shares and offer for sale of 8,100,000 Equity Shares ), to the respective applicants in various categories in terms of the basis of allotment approved in consultation with the authorized representative of National Stock Exchange of India Limited, the designated stock exchange in connection with the Offer and subsequently, the Equity Shares of the Company got listed on the BSE Limited and National Stock Exchange of India Limited effective June 20, 2025.

2. Further, subsequent to allotment/ transfer of shares under the Offer on June 18, 2025, Shorya Trading Company Private Limited ceased to be the Holding Company and the Company became an associate of Shorya Trading Company Private Limited effective that date.

The Company is in compliance with all the mandatory requirements of Corporate Governance specified by the Securities and Exchange Board of India through Part C of Schedule V of the SEBI Listing Regulations. As required by the said Clause, a separate Report on Corporate Governance forms part of the Annual Report of the Company.

A certificate from M/s Amit Shukla & Associates, Practicing Company Secretaries regarding compliance with the regulations of Corporate Governance pursuant to Part E of Schedule V of the SEBI Listing Regulations and a certificate from the Managing Director and Chief Financial Officer of the Company on compliance of Part B of Schedule II of the SEBI Listing Regulations forms part of the Corporate Governance Report.

In terms of Regulation 34 of the SEBI Listing Regulations, a review of the performance of the Company, including those of your Company's subsidiaries/associate is provided in the Management Discussion & Analysis section, which forms part of this Annual Report.

As at March 31, 2025, the Board of Directors of your Company comprised of 6 (six) Directors with 3 (three) Executive Directors and 3 (three) Non-Executive Independent Directors as follows:

The following changes have occurred in Board composition during FY 2025:

1. Appointment of Mr. Vivek Gupta as the Chairman of the Board of Directors effective June 10, 2024.

2. Appointment of Mr. Shivam Gupta as a Whole Time Director effective June 10, 2024.

3. Resignation of Mr. Padam Sain Gupta as a NonExecutive Director effective closure of business hours on August 07, 2024.

4. Resignation of Mr. Naresh Chand Goyal, Mr. Vishal Goela and Mr. Sachin Gupta as Non-Executive Independent Directors effective closure of business hours on August 07, 2024.

5. Appointment of Mr. Sandeep Garg, Ms. Kanchan Vohra and Mr. Vikas Modi as Non- Executive Independent Directors effective August 07, 2024.

In terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Shivam Gupta shall retire by rotation at the ensuing AGM of the Company. Being eligible, he has offered himself for re-appointment at the ensuing AGM. Your Directors recommend his re-appointment. A brief profile of Mr. Shivam Gupta, forms part of the Notice convening AGM of the Company.

The Board of Directors met 14 (Fourteen) times during FY 2025. The details of meetings and the attendance of directors are provided in the Corporate Governance Report which forms part of this Annual report.

In terms of Section 149(6) of the Act, the Company has received declaration of independence from all Independent Directors namely Mr. Sandeep Garg, Mr. Vikas Modi and Ms. Kanchan Vohra.

In the opinion of the Board, the Independent Directors fulfil the conditions of independence specified in Section 149(6) of the Act and also meet the criteria in relation to integrity, expertise and experience (including the proficiency) as outlined by your Company. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct and the inlaid policies and applicable laws.

As at March 31, 2025, in terms of provisions of Section 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Vivek Gupta, Chairman and Managing Director, Mr. Amulya Gupta, Whole Time Director, Mr. Shivam Gupta, Whole Time Director, Mr. Anish Kumar, Company Secretary and Compliance Officer and Mr. Subodh Kumar, Chief Financial Officer were the Key Managerial Personnel of the Company.

The following changes have occurred in Key Managerial Personnel during FY 2025:

1. Appointment of Mr. Vivek Gupta as the Chairman of the Board of Directors effective June 10, 2024.

2. Appointment of Mr. Shivam Gupta as a Whole Time Director effective June 10, 2024.

3. Appointment of Mr. Subodh Kumar as the Chief Financial Officer effective August 29, 2024.

4. Appointment of Mr. Anish Kumar as the Company Secretary effective August 29, 2024 and as the Compliance Officer effective September 12, 2024.

As at March 31, 2025, the Company had 6 (Six) committees of Board of Directors of the Company viz. Audit Committee, Nomination & Remuneration Committee, Stakeholder's Relationship Committee, Risk Management Committee, Corporate Social Responsibilty Committee and IPO Committee, which have been established as a part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

A detailed note on Board and Committees composition, its terms of references and the meetings held during FY 2025 has been provided in the Corporate Governance Report which forms part of this Annual Report.

The Independent Directors met on April 03, 2024, inter- alia, to:

1. Review the performance of non-independent Directors and the Board as a whole;

2. Review the performance of the Chairman/ Managing Director of the Company, taking into account the views of executive Directors and nonexecutive Directors; and

3. Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The performance evaluation of the Board as stipulated under the SEBI Listing Regulations and Section 134 of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, a formal annual evaluation has been carried out for evaluating the performance of the Board, the Committees of the Board and the Individual Directors including the Independent Directors and the Chairman.

The performance evaluation was carried out by obtaining feedback from all Directors through email. The Directors were also provided an option to participate in physical mode. The outcome of this performance evaluation was placed before Nomination & Remuneration Committee, Independent Directors' Committee and the Board in their respective meeting for the consideration of members.

The review concluded by affirming that the Board as a whole as well as its Chairman, all of its members, individually and the Committees of the Board continued to display commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their best in overall growth of the organization.

In terms of the provisions of Section 134(3)(e) and 178 of the Act, the Board of Directors on the recommendation of the Nomination & Remuneration Committee have put in place a policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided. The policy on Nomination, Remuneration and Board Diversity is available on our website at https://oswalpumps. com/investor-relations/policies/pdf/Nomination%20 Remuneration%20Board%20Evaluation%20&%20 Board%20Diversity%20Policy.pdf

The Company has requisite policy for prevention, prohibition and redressal of Sexual Harassment of Women at Workplace. This comprehensive policy ensures gender equality and the right to work with dignity. The Internal Complaints Committee (ICC) is in place for redressal of complaints received relating to sexual harassment.

During FY 2025 and till the date of this report, no complaint pertaining to sexual harassment was received.

The details of loans, guarantees and investments are provided in Note No. 40 to the Standalone Financial Statements forming part of this Annual Report.

All transactions entered by the Company during FY 2025 with related parties under the Act were in the ordinary course of business and on an arm's length basis. Further, your Company did not enter into any Related Party Transaction which may be considered material and thus disclosure in Form AOC-2 is considered to be not applicable to the Company.

The details of all related party transactions are provided in Note No. 39.8 to the Standalone Financial Statements attached to this Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed on the Company's website at https://oswalpumps. com/investor-relations/policies/pdf/Policy%20on%20 Materiality%20of%20Related%20Party%20Transactions.pdf

Your Company considers that risk is an integral part of its business and therefore, it takes proper steps to manage all risks in a proactive and efficient manner. The Company management periodically assesses risks in the internal and external environment and incorporates suitable risk treatment processes in its strategy, business and operating plans.

There are no risks which, in the opinion of the Board, threaten the very existence of your Company. However, some of the challenges faced by the Company and/ or its key operating subsidiaries have been set out in the Management Discussion and Analysis Report forming part of this Annual Report.

The Company has a vigil mechanism pursuant to which a Whistle Blower Policy ('Policy') has been adopted and the same is hosted on Company's website at https://oswalpumps.com/investor- relations/policies/pdf/Whistleblower%20Policy.pdf

It provides opportunity to the directors, stakeholders and employees to report in good faith about the unethical and improper practices, fraud or violation of Company's Code of Conduct. The Policy also provides for adequate safeguard against victimization of the whistleblowers using such mechanism. The Policy also provides for direct access to the Chairperson of the Audit Committee in exceptional cases.

The Company affirms that no person was denied access to the Audit Committee on matters relating to the Policy during FY 2025.

The information required under Section 197(12) of the Act read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is given in 'Annexure - 3'.

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is as follows:

(i) the steps taken or impact on conservation of energy. Regular efforts are made to conserve the energy through various means such as use of low energy consuming lightings, etc.

(ii) the steps taken by the Company for using alternate sources of energy. Regular efforts are made to conserve the energy and use of the alternate sources of energy.

(iii) Capital investment on energy conservation equipment. Nil

Your Company is engaged in manufacturing activities therefore, has taken number of initiatives during the year under review for technology absorption as and when required. There was no expenditure on Research and Development during the period under review.

The foreign exchange earnings and outgo during FY 2025 are given below:

Total Foreign Exchange earned : Rs 502.68 million

Total Foreign Exchange used : Rs 884.45 million

Pursuant to provisions of Section 139 and other applicable provisions of the Act, M/s. Singhi & Co., Chartered Accountants (FRN - 302049E) were reappointed as Statutory Auditors of the Company for a first tenure of five years at AGM held on September 11, 2024 to hold office till the conclusion of the AGM of the Company to be held in the year 2029.

The Auditor's Report annexed with this Annual Report, is self-explanatory and requires no further comments. Further, there are no adverse remarks or qualification in the report that call for Board's explanation except as following remark:

“Based on our examination, which included test checks, the Company has used accounting software (ERP) for maintaining its books of account which has feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in accounting software (ERP), except that.

i. No audit trail feature was enabled at the database level throughout the year in respect of all the accounting software (Microsoft Navis ion) to log any direct data changes;

ii. In respect of accounting software, in which the feature of audit trail (edit log) was enabled but was not capturing the nature of changes made for certain categories of transaction.

Further, other than as mentioned above, during the course of our examination, we did not come across any instance of audit trail feature being tampered with. Additionally, except to the extent audit trail was not enabled for the previous year, the audit trail has been preserved by the Company as per the statutory requirements for record retention."

The audit trail feature was not enabled at the database level due to legacy system settings and technical configurations in the existing ERP software. The Company in the process of implementing upgraded version of ERP software to overcome such shortcomings.

“As disclosed in note 22.3 to the standalone financial statements, the Company has been sanctioned working capital limits in excess of five crores in aggregate from banks during the year on the basis of security of current assets of the Company. Based on the records examined by us in the normal course of audit of the standalone financial statements, the quarterly returns/ statements filed by the Company with such banks are not in agreement with the audited books of account of the Company and the details are as follows:

(Rs. in millions)

$ the amount disclosed in the quarterly statement includes payables under the supply chain financing arrangement, whereas in the standalone financial statements of the Company, the same has been classified under Other Current Financial Liabilities."

The Company regularly submits provisional drawing power (dp) statements on a monthly basis to State Bank of India Limited, Yes Bank Limited and Citi Bank N.A. by the 15th of the following month. The DP limit is computed in accordance with the terms and conditions outlined in the sanction letter. Discrepancies between DP statement and financial statement arise since DP statements are prepared on a provisional basis after exclusion of certain items of inventory and debtors are done as per the bank sanction letter. During the current year, the Company has submitted revised DP statements tallying with the books of accounts for other than aforesaid period. In FY 24-25, the actual utilization of working capital remained within the bank sanction/ DP limits.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors have appointed M/s. Amit Shukla & Associates, Company Secretaries to undertake the Secretarial Audit of your Company. The Report of the Secretarial Auditors has been annexed as 'Annexure - 4' to this Report, which is self-explanatory.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditors in their Report for the year under review, except that "the Company has filed petition under section 441 of the Companies Act, 2013 for the matter of Section 149(l)(b) of the Companies Act, 2013 before the Regional Director (North) and has yet to obtain the order".

The Company has filed a petition under section 441 of the Companies Act, 2013 ('Act') for the matter of Section 149(l)(b) of the Act before the Regional Director (North) on August 22, 2024 and order is awaited till the date of this report.

The Secretarial Audit Report for the Year under review does not call for any further comments.

M/s. J V K S & Co., Chartered Accounts were appointed as the Internal Auditors of the Company for conducting the Internal Audit of key functions and assessment of Internal Financial Controls for FY 2025.

The Company has in place adequate internal financial controls with reference to Financial Statements. During FY 2025, such controls were tested and no reportable material weaknesses in the design or operation effectiveness were observed.

Further, the testing of such controls was also carried out independently by the Statutory Auditors for FY 2025.

In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the business of the Company.

During FY 2025, neither the Statutory Auditors nor the Internal Auditors or Secretarial Auditors or Cost Auditors of the Company have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which are required to be mentioned in the Board's Report.

In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has approved a CSR policy which is available on the website of the Company at https:// oswalpumps.com/investor-relations/policies/pdf/ Coporate%20Social%20Responsibility%20Policy.pdf

The Annual Report on CSR Activities of the Company for FY 2025 is enclosed as 'Annexure - 5' to this Report, which is self-explanatory.

During FY 2025, the Company has maintained the cost records and M/s. Sanjay Kumar Garg & Associates, were appointed as the Cost Auditor of the Company. Further, there are no adverse remarks or qualification in the Cost Audit report that call for Board's explanation.

During FY 2025, the Company has not accepted or renewed any deposits from the public.

During FY 2025, the Company has complied with the applicable Secretarial Standards with respect to meeting of board of directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) pursuant to the provisions of Section 118 of the Companies Act 2013.

In terms of Section 134(3)(c) of the Act and to the best of their knowledge and belief, and according to the information and explanation provided to them, your Directors hereby confirm that:

(a) in preparation of the Financial Statements, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(b) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025 and of the profit of the Company for year ended on that date;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

(d) the financial statements have been prepared on going concern basis;

(e) proper internal financial controls were in place and that such financial controls were adequate and were operating effectively; and

(f) the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

There were no significant and/or material orders passed against your Company by the regulators / courts / tribunals during FY 2025 which may impact the going concern status and your Company's operations in future.

Statements in this Report, particularly those which relate to Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Your Directors would like to place on record their sincere appreciation for the continued co-operation and contribution made by its management and employees towards the growth of the Company. Your Directors acknowledge with thanks the co-operation and assistance received from various agencies of the Central and State Governments, local authorities, Financial Institutions and Banks, valued Customers, Suppliers, Vendors, Shareholders and all other business associates.

For and on behalf of the Board of Directors

For Oswal Pumps Limited

Chairman and Managing Director

DIN: 00172835

Corr. Add.: Oswal Estate, NH-1, Kutail Road,

PO Kutail, Distt. Karnal, Haryana 132037

Date: July 10, 2025

Place: Karnal