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OSWAL PUMPS LTD.

15 October 2026 | 12:54

Industry >> Pumps

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ISIN No INE0BYP01024 BSE Code / NSE Code 544418 / OSWALPUMPS Book Value (Rs.) 152.35 Face Value 1.00
Bookclosure 52Week High 779 EPS 33.01 P/E 7.83
Market Cap. 2947.60 Cr. 52Week Low 251 P/BV / Div Yield (%) 1.70 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors have pleasure in presenting the 23rd Board's Report along with the Audited Financial Statements
of your Company for the Financial Year ended March 31, 2026 ("
FY 2026"). This Report is prepared on the basis
of Standalone Financial Statements of the Company for FY 2026 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)

Particulars

Standalone

Consolidated

FY2026 |

FY2025

FY2026

FY2025

Income

Revenue from Operations

17,962.76

12,716.51

20,643.89

14,303.07

Other Income

96.71

23.15

215.16

26.16

Total Revenues

18,059.47

12,739.66

20,859.05

14,329.23

Expenses

Cost of Material consumed

10,790.49

6,864.33

11,726.55

7,313.05

Purchase of Stock in Trade

482.54

443.48

707.31

850.39

Change in inventories of finished goods and work in progress

169.55

23.29

93.98

(174.44)

Employee benefit expense

677.41

555.34

854.96

655.50

Finance Cost

303.32

371.35

352.56

419.33

Depreciation and amortization

105.99

83.69

164.54

127.91

Other Expenses

1,812.58

1,297.40

2,122.00

1460.05

Total Expenses

14,341.88

9,638.89

16,021.90

10,651.78

Exceptional Items

11.70

-

11.72

-

Profit/ (Loss) Before Tax

3,705.89

3,100.78

4,825.43

3,677.45

Tax expenses

Current tax

Current year

932.98

804.49

1,131.16

909.09

Related to previous years

(1.41)

18.11

(1.41)

21.07

Deferred tax expense/ (credit)

(40.75)

(30.75)

(33.28)

(39.84)

Total Tax expense

890.82

791.85

1,096.47

890.32

Profit/ (Loss) After Tax

2,815.07

2,308.93

3,728.96

2,787.13

Share of profit of associate (net of tax)

-

-

33.82

19.00

Profit for the year

2,815.07

2,308.93

3,762.78

2,806.13

Other Comprehensive Income

9.40

5.94

9.93

6.12

Total Other Comprehensive Income (net of tax)

9.40

5.94

9.93

6.12

Total Comprehensive Income for the year

2,824.47

2,314.87

3,772.71

2,812.25

EPS

Basic

25.40

23.21

33.98

28.21

Diluted

25.39

23.19

33.96

28.18

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 2026, the Company reported consolidated
revenues from continuing operations of Rs. 20,643.89
million and a Profit after tax of Rs. 3,762.78 million.

Change in the Nature of Business

There was no change in nature of the business of the
Company during the FY 2026.

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 2026.

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 SEBI 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 FY 2026.

Listing Information

The Equity Shares of the Company are traded
on the BSE Limited (Scrip Code
'544418') and the
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 2026-27
has been paid to both the Stock Exchanges.

Changes in Share Capital

As at March 31, 2026, the authorized share capital
of the Company stood at 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.
There was no change in the authorized share capital

of the Company during FY 2026.

The Issued, Subscribed and Paid-Up Share
Capital of the Company as at March 31, 2026 was
Rs. 11,39,77,414/- (Rupees Eleven Crore Thirty Nine Lakh
Seventy Seven Thousand Four Hundred and Fourteen
Only) comprising of 11,39,77,414 (Eleven Crore Thirty
Nine Lakh Seventy Seven Thousand Four Hundred and
Fourteen) 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 2026:

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.

IPO Proceeds

There was no variation/ deviation in utilization of the
funds raised through the Initial Public Offer, during
FY 2026. However, the Board of Directors of the
Company in its meeting held on November 13, 2025
and the Members of the Company through Postal
Ballot concluded on December 17, 2025, approved
the variation in the terms of contract, within the
objects of issue referred to in the Prospectus dated
June 17, 2025 (
"Prospectus") for relocation of the New
Manufacturing Facility of Oswal Solar Energy Private
Limited, wholly owned subsidiary (
"Oswal Solar")
as detailed under the Prospectus to a new location,
which is adjacent to the existing facility of Oswal Solar.

Holding, Subsidiaries, Joint Ventures and Associates

As at March 31, 2026, your Company had following
Subsidiary/Associate companies. Your Company did
not have any Holding/Joint Venture Company during
FY 2026.

S

No Name of Company

Holding/ Subsidiary/
Associate/ Joint

Venture

1 Shorya Trading
Company Private
Limited

Investee company

S.

No.

Name of Company

Holding/ Subsidiary/
Associate/ Joint
Venture

2

Oswal Solar Energy

Wholly Owned

Private Limited

Subsidiary

3

Oswal Green Industries

Wholly Owned

Private Limited

Subsidiary

4

Walso Solar Solution
Private Limited

Associate

During FY 2026, Shorya Trading Company Private
Limited ceased to be the Holding Company and the
Company became an associate of Shorya Trading
Company Private Limited subsequent to allotment/
transfer of shares under the Offer on June 18, 2025.

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 2024-25 is
available on the website of the Company at
https://
oswalpumps.com/. Further, the Annual Return for
FY 2026 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. During the FY 2026, the Members
of the Company in the Annual General Meeting held
on September 30, 2025 ratified the ESOP Plan pursuant
to the provisions of the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021. 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 2026, your Company has granted 4,278
stock options to an eligible employee of the Company.
A statement setting out the details of options
granted upto March 31, 2026 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 2026, 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, 2026 and the date of this Report.
However, the following events have,
inter-alia, taken
place till the date of this report:

a) The Company has acquired additional 4.5%
of equity share capital of Walso Solar Solution
Private Limited, associate company ('
Walso') on
April 08, 2026 pursuant to the approval of the
Board of Directors of the Company in its meeting
held on February 07, 2026 and consequent to the
aforesaid acquisition, the shareholding of the
Company in Walso stands increased to 43% of its
equity share capital.

b) Oswal Solar Energy Private Limited, material
wholly owned subsidiary of the Company has
incorporated its subsidiary in the name of "Oswal
Doon Baran Bundi Solar Projects Limited" ("
Oswal
Doon
") on May 06, 2026. Oswal Doon Baran
Bundi Solar Projects Limited shall be a step down
subsidiary of the Company effective May 06, 2026.

c) The Nomination and Remuneration Committee of
the Board of Directors of the Company through
a resolution passed by circulation on April 24,
2026 approved allotment of 27,483 Equity Shares
of face value of Re. 1/- each of the Company to
the option holders arising from the exercise of
Stock Options granted to employees under 'Oswal
Pumps Employee Stock Option Plan - 2024' of the
Company.

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, 2026, 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:

S.

No.

Name of Director

Designation

1

Mr. Vivek Gupta

Chairman and
Managing Director

2

Mr. Amulya Gupta

Whole Time Director

3

Mr. Shivam Gupta

Whole Time Director

4

Mr. Vikas Modi

Non-Executive
Independent Director

5

Mr. Sandeep Garg

Non-Executive
Independent Director

6

Ms. Kanchan Vohra

Non-Executive
Independent Director

There was no change in the board composition during
FY 2026.

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 15 (Fifteen) times during FY
2026. 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, 2026, 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.

There was no change in the composition of Key
Managerial Personnel during FY 2026.

Committees of Board of Directors

As at March 31, 2026, the Company had 5 (Five)
committees of Board of Directors of the Company
viz. Audit Committee, Nomination & Remuneration
Committee, Stakeholder's Relationship Committee,
Risk Management Committee, Corporate Social
Responsibility 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.

During FY 2026, the Board of Directors in its meeting
held on May 26, 2025, constituted the Independent
Directors Committee to comprise Mr. Sandeep Garg
(Chairman), Mr. Vikas Modi and Ms. Kanchan Vohra.
Further, the Board of Directors in its meeting held on
July 10, 2025 dissolved the IPO Committee and the
Independent Directors Committee.

A detailed note on Board and Committees
composition, its terms of references and the
meetings held during FY 2026 has been provided in
the Corporate Governance Report which forms part
of this Annual Report.

Independent Directors' Meeting

The Independent Directors met on July 10, 2025, 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

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 and 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 and 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 2026 and till the date of this report, no
complaint pertaining to sexual harassment was
received.

Compliance with Maternity Benefit Act, 1961

The Company has complied with the provisions
relating to the Maternity Benefit Act, 1961.

Proceeding under Insolvency and Bankruptcy Code,
2016

There was no application made or proceedings
pending against the Company under the Insolvency
and Bankruptcy Code, 2016 as amended, before
the National Company Law Tribunal or other Courts
during FY 2026.

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
2026 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%20
on%20Materiality%20of%20Related%20Party%20
Transactions.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 2026.

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
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 2026 are given below:

Total Foreign Exchange earned : Rs 359.87 million

Total Foreign Exchange used : Rs 239.75 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 books of accounts which has
the feature of recording audit trail (edit log) facility
and has been operated throughout the year for all
relevant transactions recorded in the 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 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 transactions.

Further, where audit trail (edit log) facility was enabled
and operated throughout the year, we did not come
across any instance of the audit trail feature being
tampered with. Additionally, except to the extent audit
trail was not enabled for the previous years, 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.

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 and Regulation
24A of the SEBI Listing Regulations, the Members of

the Company in the Annual General Meeting held
on September 30, 2025 approved appointment of
M/s. Amit Shukla & Associates, Company Secretaries
as the Secretarial Auditors to undertake the Secretarial
Audit of your Company, for first term of 5 (five)
consecutive years commencing from the Financial
Year 2025-26 till the Financial Year 2029-30. The
Report of the Secretarial Auditor has been annexed as
'Annexure - 4' to this Report, which is self-explanatory.

Further, pursuant to Regulation 24A of the SEBI Listing
Regulations, the report of the Secretarial Auditors of
Oswal Solar Energy Private Limited, material unlisted
wholly owned subsidiary company, has been
annexed as
'Annexure - 5' 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.

The Secretarial Audit Report of the Company and its
material unlisted subsidiary for the Year under review
does not call for any 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 2026.

Internal Financial Controls

The Company has in place adequate internal financial
controls with reference to Financial Statements. During
FY 2026, 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
2026.

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 2026, 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 athttps://
oswalpumps.com/investor-relations/policies/pdf/
Coporate%20Social%20Responsibility%20Policy.pdf

The Annual Report on CSR Activities of the Company
for FY 2026 is enclosed as '
Annexure - 6' to this Report,
which is self-explanatory.

Cost Records and Cost Audit

During FY 2026, 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 2026, the Company has not accepted or
renewed any deposits from the public.

Compliance of Secretarial Standards

During FY 2026, 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, 2026 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 2026 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

Date: May 16, 2026 Corr. Add.: Oswal Estate, NH-1, Kutail Road,

Place: Karnal, Haryana PO Kutail, Distt. Karnal, Haryana 132037