Your Directors have pleasure in presenting the 22^nd 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.

Financial Results

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).

Company's Performance / Operations

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.

Dividend

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.

Dividend Distribution Policy

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

Transfer to Reserves

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

Listing Information

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.

Changes in Share Capital

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 sub¬
divided 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.

Holding, Subsidiaries, Joint Ventures and Associates

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.

Annual Return

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.

Employees Stock Option Plan

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.

Material changes between the end of financial year
and the date of 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.

Report on Corporate Governance

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.

Management Discussion & Analysis

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.

Board of Directors

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 Non¬
Executive 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.

Board Meetings

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.

Statement of Declaration by Independent Directors

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.

Key Managerial Personnel

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.

Committees of Board of Directors

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.

Independent Directors' Meeting

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 non¬
executive 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.

Performance Evaluation of the Board

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.

Nomination & Remuneration Policy

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

Disclosure under Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act,
2013

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.

Particulars of Loans, Guarantees or Investments in
Securities

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

Contracts or Arrangements with Related Parties

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

Risk Management

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.

Vigil Mechanism

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.

Human Resources

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'.

Particulars of Conservation of Energy, Technology
Absorption & Foreign Exchange Earning and Outgo

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:

a) Conservation of Energy

(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

b) Technology Absorption

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.

c) Foreign Exchange Earnings and Outgo

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

Statutory Auditors and Auditors' Report

Pursuant to provisions of Section 139 and other
applicable provisions of the Act, M/s. Singhi & Co.,
Chartered Accountants (FRN - 302049E) were re¬
appointed 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.

Secretarial Auditors and Secretarial Audit Report

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.

Internal Auditors

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.

Internal Financial Controls

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.

Reporting of Frauds by Auditors

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.

Corporate Social Responsibility Policy (CSR Policy)

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.

Cost Records and Cost Audit

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.

Public Deposits

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

Compliance of Secretarial Standards

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.

Directors' Responsibility Statement

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.

Significant and/or material Orders passed by
Regulators or the Courts

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.

Cautionary Statement

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.

Acknowledgements

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

Vivek Gupta

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