Markets

Your directors take pleasure in presenting the 46^th Annual Report on the business and operations of the Company together with the audited
financial statements (Standalone and Consolidated) for the financial year ended March 31,2026:

1. Financial Summary

The financial summary of the company for the financial year ended March 31,2026 along with the previous years figures is summarised
in the table below:

State of the Companys affairs

During the financial year 2025-26, the Company was primarily engaged in the trading of commodities and real estate. Apart from
trading activities, the Company also generated income from interest on inter-corporate deposits, trading in mutual funds and other
miscellaneous incomes. Further, the Company has been carrying on other non-financial activities since its inception. There was no
change in nature of business of the Company during the year under review.

Sale of Transferable Development Rights

During the year 2024-25, the Company had received a proposal from the Brihanmumbai Municipal Corporation (BMC) to hand over
reserved land in exchange for Transferable Development Rights (TDR). The Company accepted the proposal and handed over part
of the land admeasuring 1,06,847.58 sq. mtrs. at Village Anik, Chembur, Mumbai against the TDR, on 10th September, 2024. In
return, the Company is entitled to receive approximately 2,13,677 sq. mtrs. approx. of Development Rights Certificates (DRC) from
BMC against the land earmarked for public utility purposes.

In the first phase, the Company received a DRC for 1,06,374.15 sq. mtrs. on 23rd October, 2024.

The Company has sold 81,357.47 sq. mtrs. of the Development Rights Certificates to various builders. Accordingly, the balance TDR
held by the Company as on 31 st March, 2026 stands at 24,916.68 sq. mtrs., out of the total entitlement of approximately 2,13,677 sq.
mtrs. receivable from BMC. The remaining DRC of approximately 1,07,302.85 sq. mtrs. (2,13,677 sq. mtrs. less 1,06,374.15 sq. mtrs.
already received) is yet to be received from BMC in subsequent phase(s).

The Company is in the process of transferring reserve land in the name of Brihanmumbai Municipal Corporation (BMC) and the
process is expected to get completed by March’27, post transfer the Company will get balance (50%) DRC in its own name.

Financial performance

A detailed analysis and insight into the financial performance & operations of your Company for the year and future outlook is
appearing under the Management Discussion and Analysis Report, which forms part of the Annual Report.

Standalone Financials

During the year under review, the total revenue stood at ' 3,757.42 Lakh as compared to ' 17,368.38 Lakh for the previous year 2024-

25, profit before tax stood at ' 1,291.14 Lakh for the year under review as compared to ' 14,557.37 Lakh for the previous year 2024¬
25.

Consolidated financials

During the financial year, your Companys consolidated total revenue stood at ' 3,757.42 Lakh as compared to ' 17,368.38 Lakh for
the previous year 2024-25, profit before tax stood at ' 1,291.14 Lakh for the year under review as compared to ' 14,557.37 Lakh for
the previous year 2024-25 and the total comprehensive loss stood at ' 5,380.95 Lakh as compared to ' 11,314.75 Lakh for the
previous financial year 2024-25.

2. Subsidiary and Associates

During the year ended March 31,2026, the Company has only one associate namely Oswal Greentech Limited. Save and except the
same, no other company has become or ceased as a subsidiary, associate, or joint venture of your company.

Consolidation of accounts

In pursuance of the provision of the Companies Act, 2013, and the rules framed thereunder, SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and applicable Accounting Standards, the Company has prepared consolidated financial statements.
The audited consolidated financial statements alongwith the Auditors report and statement containing salient features of the financial
statement of Associate Company (AOC-1) forms part of the Annual Report.

3. Report on Performance of Associate Company and its Contribution to the Overall Performance of the Company
Oswal Greentech Limited (Associate Company)

Oswal Greentech Limited (OGL) is a listed company incorporated and domiciled in India and has its principal place of business at the
7th Floor, Antriksh Bhawan, 22, Kasturba Gandhi Marg, New Delhi-110001. Its shares are listed and traded on the BSE Limited and
National Stock Exchange of India Limited. The principal business of the associate company is trading and development of real estate
projects. Further, OGL also invests its surplus funds as interest bearing inter-corporate deposits. During the year (2025-26), OGL has
recorded total revenue of ' 10,549.31 Lakhs and profit after tax of ' (6,241.86) Lakhs.

4. Dividend

With a view to conserve the scarce liquid resources of the Company, the Directors do not recommend any dividend for the year ended
March 31,2026.

5. Deposits

During the year the Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year
which were classified as Deposits in terms of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V
of the Companies Act, 2013 is not applicable.

6. Reserves

Your directors do not propose to transfer any amount to the general reserve and entire amount of profit for the year forms part of the
Retained Earnings.

7. Material Changes and Commitment Affecting Financial Position of the Company

Pursuant to the disclosure made under section 134(3)(l) of the Companies Act, 2013, except as disclosed in the point 1 and 8 in this
report, no material changes and commitments which could affect the Companys financial position have occurred after the end of the
financial year 2025-2026 and till the date of this report.

8. Details of Significant and Material Orders Passed by the Regulators, Courts and Tribunals

There were no significant or material orders passed by the regulators, courts and tribunals during the year ended March 31,2026
except on June 3, 2025, the arbitration council delivered its verdict wherein Oswal Greentech Limited (Associate Company) has been
awarded ' 97.17 crores against its total claim of ' 472.17 crores, realizing approximately 21% of the claimed amount. The award
results in a partial recovery, with a shortfall of ' 375 crores not granted.

9. Auditors

(i) Statutory Auditors and their report:

The members of the Company at the 42nd Annual General Meeting (AGM) held on September 28, 2022 approved the appointment
of M/s Oswal Sunil & Company, Chartered Accountants, New Delhi (Registration No. 016520N) as the Statutory Auditors of the
Company to hold office for a term of 5 (five) consecutive years from the conclusion of 42nd Annual General Meeting till the
conclusion of the 47th Annual General Meeting.

M/s Oswal Sunil & Company has tendered their resignation as Statutory auditor of the Company effective from August 07, 2025
due to audit fees being not commensurate with the scope of work and efforts required.

The Board of Directors of the Company (“the Board”), at its meeting held on August 08, 2025 has, considered the recommendation
of the Audit Committee and propose to the Members of the Company appointment of M/s Mehta Chokshi & Shah LLP, Chartered
Accountants, Mumbai (Registration No. 106201W/WI00598), as Statutory Auditors of the Company to fill the casual vacancy, for
a term of 5 (five) consecutive years from the conclusion of 45^th Annual General Meeting till the conclusion of the 50^th Annual
General Meeting at such remuneration as shall be fixed by the Board of Directors of the Company.

Further M/s Mehta Chokshi & Shah LLP have tendered their resignation with effect from August 11,2026, resulting in a casual
vacancy.

Accordingly, the Board of Directors at its meeting held on August 24, 2026, based on the recommendation of the Audit Committee,
has appointed M/s. BGMG & Associates, Chartered Accountants (FRN: 025265N), as Statutory Auditors of the Company to fill
the casual vacancy and has further recommended to the Members their appointment for a term of 5 (five) from the conclusion of
ensuing 46^th Annual General Meeting until the conclusion of the 51^st Annual General Meeting to be held in the year 2031.

Further, M/s Mehta Chokshi & Shah LLP, Chartered Accountants, have submitted their report on the financial statements of the
Company for the financial year 2025-26, which forms part of this Annual Report. Further the notes referred to in the Auditors
Report are self-explanatory. The Auditors have issued a qualified report on two matters, related to non-charging of interest on the
Inter-Corporate Deposits given to one of the borrowers, pending the judgement of the Honble High Court of New Delhi, and non¬
receipt of confirmations from the respective counterparties in respect of the Inter-Corporate Deposits and real estate advances
outstanding as at March 31,2026. The auditors remarks on their qualified opinion and managements response on the auditors
qualified opinion are given hereunder:

A. Arbitration Award

We refer to Note No. 38 of the Consolidated Financial Statements, wherein respect of Associate Company, a dispute had
arisen relating to interest charged on Inter Corporate Deposits with one of the borrowers for the period relating to Covid and
subsequent to it. The Associate Company had invoked arbitration clause as per the ICD agreement, the result of which is an
award partially in favour of the Associate Company. The Associate Company has contested the arbitration award at the Hon.
High Court of New Delhi.

In view of this, the Associate Company has not charged any further interest. Consequently, the PAT and investments (non¬
current) are understated by ' 2,086.73 lakh (to the extent of share of Parent Company in Associate) and ' 5,772.67 lakh (to
the extent of share of Parent Company in Associate).

B. Non-conformity & Un-certainty of ICD and Real-Estate Advances

The Associate Company had granted Inter-Corporate Deposits (ICDs) and real estate advances aggregating to ' 1,22,676.83
lakh outstanding as of March 31^st, 2026, to various entities engaged in / associated with real estate projects, as disclosed in
“loans" and “other non-current assets" head in its Financial Statements. The aforesaid ICDs and real estate advances are
subject to confirmation from the respective counterparties, which have not been received as at the date of this report. In the
absence of confirmations and reconciliation thereof, we were unable to satisfy ourselves regarding the outstanding bal¬
ances, accrued interest receivable and terms and conditions of repayment of the said ICDs and advances. Consequently,
we are unable to determine whether any adjustment is required to the carrying value of these ICDs and advances on account
of recoverability, and whether any provision for doubtful or irrecoverable amounts ought to have been recognised in accor¬
dance with the applicable Ind AS. The possible effect of this matter on the financial statements is not determinable at this
stage.

Managements response: The Companys Profit After Tax (PAT) and NonCurrent Investments are understated by ' 2,086.73
lakh and ' 5,772.67 lakh respectively. This understatement arises to the extent of the share of profit/losses attributable to the
Holding Company.

The Company is making all possible efforts to recover the advances and has initiated legal action against the parties
concerned.

(ii) Secretarial Auditors and their report:

Pursuant to Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI Listing Regulations, M/s. Jay Mehta
& Associates, Practising Company Secretaries, Mumbai (Membership No. F8672; COP No. 8694), were appointed as Secretarial
Auditors of the Company for a term of 5 (five) consecutive years from the financial year 2025-26 to the financial year 2029-30.
M/s. Jay Mehta & Associates have tendered their resignation with effect from July 20, 2026, resulting in a casual vacancy.

Accordingly, the Board of Directors at its meeting held on July 27, 2026, based on the recommendation of the Audit Committee,
has appointed M/s. Anuj Gupta & Associates, Practising Company Secretaries (FRN: S2015DE314800), as Secretarial Auditors
of the Company to fill the casual vacancy for the remainder of the financial year 2025-26, and has further recommended to the
Members their appointment for a term of 5 (five) consecutive financial years from the financial year 2026-27 to the financial year
2030-31 in terms of Regulation 24A(1) of the SEBI Listing Regulations.

M/s. Anuj Gupta & Associates have confirmed that they are not disqualified and are eligible to be appointed as Secretarial
Auditors of the Company in terms of Regulation 24A of the SEBI Listing Regulations, and satisfy the prescribed eligibility criteria.

Report of secretarial auditors: As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to
Regulation 24A of Listing Regulations, the reports in respect of the Secretarial Audit for FY 2025-26 carried out by M/s. Anuj
Gupta & Associates, Practicing Company Secretaries, in Form MR-3 enclosed herewith as Annexure-A. Further, the Secretarial
Auditors report doesnt contain any qualification or reservation requiring explanation or adverse remark.

Also, a secretarial compliance report for the financial year ended March 31,2026 on compliance of all applicable SEBI Regulations
and circulars/ guidelines issued thereunder, was obtained from M/s. Anuj Gupta & Associates, Practising Company Secretaries,
and submitted with the National Stock Exchange of India Limited and BSE Limited.

During the financial year ended March 31,2026, Secretarial Auditor have not reported any instance of fraud to the Audit Committee
pursuant to Section 143(12) of the Act and rules made thereunder, therefore, no disclosure is required under Section 134(3)(ca)
of the Act.

(iii) Internal Auditors and their report:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, the Company had appointed
M/s Siddharth S. Kothari & Co., Chartered Accountants, New Delhi (FRN: 158976W) as Internal Auditors of the Company for the
financial year ended March 31,2026.

The Internal Auditors reports are periodically submitted with the Audit Committee for its review and further course of action
thereon.

The Board of directors at its meeting held on August 07, 2026, based on the recommendation of the Audit Committee, has
approved the appointment of M/s Raj Gupta & Co., Chartered Accountants, (FRN: 000203N) as the Internal Auditors of the
Company to carry out the internal audit for the financial year 2026-27.

10. Compliance with Secretarial Standards

During the financial year 2025-26, the Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2 relating to
“Meetings of the Board of Directors” and “General Meetings” respectively.

11. Details in Respect of Frauds Reported by Auditors Under Sub-section (12) of Section 143 of the Companies Act, 2013 Other
than Those Which are Reportable to the Central Government

The Statutory Auditors or the Secretarial Auditors of the Company have not reported any frauds to the Board of Directors under
Section 143(12) of the Companies Act, 2013, including rules made thereunder.

12. Annual Return

Pursuant to section 92(3) read with section 134(3)(a) of the Act, the Annual Return (Form MGT-7) as on March 31,2026 is available
on the Companys website at https://oswalagromills.com/Home/content/Annual-Report/Annual-Report-&-Return.

13. Transactions with Related Parties

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a policy on related
party transaction. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions
between the Company and related parties.

All contracts /arrangements /transactions entered into by the Company with related parties during the ended 31^st March 2026 under
review, were in the ordinary course of business of the Company and on arms length terms. The related party transactions were placed
before the Audit Committee for review and/or approval. These transactions were in the Ordinary Course of Business and at Arms
Length Basis, therefore, provisions of Section 188(1) and related disclosure under 188(2) of the Act were not applicable. However, the
details, in this regard, as required to be provided under section 134(3)(h) of the Act, are given in Form AOC-2, which is annexed
herewith as Annexure-B.

Details of all transactions with related parties are given in Note No. 38 of Notes forming part of Financial Statements.

14. Directors and Key Managerial Personnel
Directors

In accordance with the applicable provisions of the Act, Mrs. Aruna Oswal (00988524), Director liable to retire by rotation at the
ensuing AGM, being eligible, has offered herself for re-appointment. The relevant details are provided in the Notice. The board
recommends his re-appointment.

It may be noted the following changes in the Board of the Company has took place during the year:

i. Mr. Mohinder Pal Singh (DIN: 08155393) has resigned from the position of Non-executive and independent Director of the
Company w.e.f. May 23, 2025 on account of personal commitments. The Board has placed on record its deep appreciation for
the invaluable support and guidance received from Mr. Singh during his association as a Non-executive and Independent Director
of the Company.

ii. Mr. Anil Kumar Bhalla (DIN: 00587533) has resigned from the position of Non-executive and Non-independent Director of the
Company w.e.f. May 31,2025 on account of personal commitments. The Board has placed on record its deep appreciation for
the invaluable support and guidance received from Mr. Bhalla during his association as a Non-executive & Non-independent
Director of the Company.

iii. The shareholders of the Company, through a Postal Ballot on May 25, 2025, have approved the appointment of Mr. Shael Oswal
(DIN: 00256956) as Managing Director of the Company with effect from June 1,2025. Subsequently, by way of a Postal Ballot on
August 14, 2025, the shareholders of the Company have approved the rescinding of Special resolution related to the approval of
appointment and remuneration of Mr. Shael Oswal (DIN: 00256956) as Managing Director of the Company.

iv. The Board of Director, upon recommendation of the Nomination & Remuneration Committee and Audit Committee, at its meeting
held on May 29, 2025, has appointed Mr. Shael Oswal (DIN: 00256956) as Additional Director (Non-executive & Non-independent)
& Vice Chairperson of the Company w.e.f. June 1,2025. His appointment was approved by the shareholders of the Company by
special resolution by the way of Postal Ballot on August 14, 2025.

v. The Board of Director, upon recommendation of the Nomination & Remuneration Committee and Audit Committee, at its meeting
held on August 08, 2025, has appointed Mr. Gulshan Chamanlal Vohra (DIN:08658452) as Non-executive & Independent Director
of the Company w.e.f. August 13, 2025 for an initial term of 5 years whose appointment was approved by the members at the 45th
AGM held on 25.09.2025.

vi. The Board of Director, upon recommendation of the Nomination & Remuneration Committee and Audit Committee, at its meeting
held on August 08, 2025, has appointed Mr. Swapneel Vinod Patel (DIN:09444199) as Non-executive & Independent Director of
the Company w.e.f. August 13, 2025 for an initial term of 5 years whose appointment was approved by the members at the 45th
AGM held on 25.09.2025.

vii. The Board of Director, upon recommendation of the Nomination & Remuneration Committee and Audit Committee, at its meeting
held on August 08, 2025, has appointed Ms. Larly Nitin Bahl (DIN:08495259) as Non-executive & Independent Director of the
Company w.e.f. August 13, 2025 for an initial term of 5 years which shall be placed for shareholders approval at upcoming 45^th
AGM.

viii. Mr. Dhiraj Gupta (DIN: 09240964) has resigned from the position of Non-executive and independent Director of the Company

w.e.f. August 19, 2025 on account of some unavoidable circumstances. The Board has placed on record its deep appreciation for
the invaluable support and guidance received from Mr. Gupta during his association as a Non-executive Independent Director of
the Company.

ix. Mr. Himanshu Agarwal (DIN:09643966) has resigned from the position of Non-executive and independent Director of the Company
w.e.f. August 19, 2025 on account of some unavoidable circumstances. The Board has placed on record its deep appreciation for
the invaluable support and guidance received from Mr. Agarwal during his association as a Non-executive Independent Director
of the Company.

x. Mr. Narinder Kumar (DIN: 01936066) has resigned from the Company w.e.f. October 08, 2025 on account of other personal
commitments. The Board has placed on record its deep appreciation for the invaluable support and guidance received from Mr.
Kumar during his association with the Company.

xi. The Board of Director, upon recommendation of the Nomination & Remuneration Committee and Audit Committee, at its meeting
held on January 07, 2026, has appointed Ms. Shreya Choudhary (DIN: 11469420) as an Additional Director (Whole time Director)
& Chief Executive officer (CEO) of the Company w.e.f. January 07, 2026 for an initial term of 3 years which was approved by the
members through postal ballot.

xii. Ms. Shreya Choudhary (DIN:11469420) has resigned from the position of Whole time Director & Chief Executive officer (CEO) of
the Company w.e.f. May 07, 2026 on account of some unavoidable circumstances. The Board has placed on record its deep
appreciation for the invaluable support and guidance received from Ms. Choudhary during her association as a Whole time
Director & Chief Executive officer (CEO) of the Company.

After the period under review, the following changes in the Board of the Company has took place:

i. The Board of Director, upon recommendation of the Nomination & Remuneration Committee, has appointed Mr. Vimal Bhatnagar
(DIN: 11089200) as an Additional Non-executive & Independent Director of the Company w.e.f. June 11,2026 for a term of 5
consecutive year which has been placed before the member through postal ballot for their approval.

ii. The Board of Director, upon recommendation of the Nomination & Remuneration Committee, has appointed Ms. Prerna Singh
(DIN: 10153909) as an Additional Non-executive & Independent Director of the Company w.e.f. June 11,2026 for a term of 5
consecutive year which has been placed before the member through postal ballot for their approval.

iii. The Board of Director, upon recommendation of the Nomination & Remuneration Committee, has appointed Mr. Babu Ram
Somani (DIN: 09517274) as an Additional Non-executive & Independent Director of the Company w.e.f. June 11,2026 for a term
of 5 consecutive year which has been placed before the member through postal ballot for their approval.

iv. Mr. Swapneel Vinod Patel (DIN:09444199) has resigned from the position of Non-executive and independent Director of the
Company w.e.f. June 11, 2026 due to his pre-occupation and other commitments. The Board has placed on record its deep
appreciation for the invaluable support and guidance received from Mr. Patel during his association as a Non-executive Independent
Director of the Company.

v. Mr. Gulshan Vohra (DIN: 08658452) has resigned from the position of Non-executive and independent Director of the Company
w.e.f. June 11,2026 due to his pre-occupation and other commitments. The Board has placed on record its deep appreciation for
the invaluable support and guidance received from Mr. Vohra during his association as a Non-executive Independent Director of
the Company.

vi. Mrs. Larly Nitin Bahl (DIN: 08495259) has resigned from the position of Non-executive and independent Director of the Company
w.e.f. June 11,2026 due to her pre-occupation and other commitments. The Board has placed on record its deep appreciation for
the invaluable support and guidance received from Mrs. Bahl during her association as a Non-executive Independent Director of
the Company.

vii. The Board of Directors, upon recommendation of the Nomination & Remuneration Committee, has appointed Mr. Rahul Khadriya
(DIN: 03578394) as an Additional Non-executive & Independent Director of the Company w.e.f. July 27, 2026 for a term of 5
consecutive year which has been placed before the member through postal ballot for their approval.

Declaration from Independent Directors:

The Company has received all the applicable declarations as prescribed under section 149(7) of the Companies Act, 2013, Rule 6(3)
of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and Regulation 16(1 )(b) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) from
each Independent Director and they meet the criteria of Independence and have registered themselves on the databank of Independent
Directors maintained by the Indian Institute of Corporate Affairs. There have been no circumstances affecting their status as independent
directors of the Company. They have complied with the Code for Independent Directors prescribed under Schedule IV to the Act. No
Director of the Company is disqualified under any law to act as a director.

Further, all the Independent Directors have registered themselves with the Indian Institute of Corporate Affairs for the inclusion of their
name in the databank of Independent Directors, pursuant to Rule 6(1) of Companies (Appointment and Qualification of Directors)
Rules, 2014. Further they have confirmed that they shall comply with other requirements, as applicable under the said rule.

During the financial year 2025-26, the non-executive directors of the Company had no pecuniary relationship or transactions with the
Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings
of the Board/Committee of the Company.

In the opinion of the Board, they fulfil the condition for appointment/ re-appointment as Independent Directors on the Board. Further,
in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to
be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

Key Managerial Personnel

i. During the financial year 2025-26, Mr. Vishnu Prasad Muddana as the Chief Financial Officer (KMP) submitted his resignation
from the position of Chief Financial Officer w.e.f. close of working hours of July 07, 2025 due to personal reasons. The Board
appreciated the valuable services rendered by Mr. Vishnu Prasad Muddana during his tenure as Chief Financial Officer of the
Company.

ii. The Board of Directors upon the recommendation of the Nomination & Remuneration Committee at its meeting held on October
06, 2025, appointed Mr. Hemant Shrikant Patni as the Chief Financial Officer (KMP) of the company w.e.f. October 06, 2025.

iii. After the closure of the financial year 2025-26, Mrs. Payal Agarwal, Company Secretary & Compliance Officer (KMP) of the
Company, resigned from the position w.e.f. May 29, 2026, on account of personal reasons. The Board has placed on record its
deep appreciation for the invaluable support and guidance received from Mrs. Agarwal during her association as Company
Secretary of the Company.

iv. After the closure of the financial year 2025-26, Mr. Hemant Patni as the Chief Financial Officer (KMP) submitted his resignation
from the position of Chief Financial Officer w.e.f. close of working hours of June 22, 2026 due to personal reasons. The Board
appreciated the valuable services rendered by Mr. Hemant Patni during his tenure as Chief Financial Officer of the Company.

v. After the closure of the financial year 2025-26, the Board of Directors, at their meeting held on July 27, 2026, approved the
appointment of Mrs. Srishti Agrawal as Company Secretary & Compliance Officer (KMP) of the Company w.e.f. July 27, 2026, in
place of Mrs. Payal Agarwal, who had ceased to hold the said office w.e.f. May 29, 2026.

vi. After the closure of the financial year 2025-26, the Board of Directors, at their meeting held on July 27, 2026, appointed Mr. Vikas
R Sharma as Chief Financial Officer (Key Managerial Personnel) of the Company under Section 203 of the Companies Act, 2013,
with effect from July 27, 2026, in place of Mr. Hemant Patni who ceased to hold the said office with effect from June 22, 2026.

Remuneration Policy

The Policy on nomination, remuneration & board diversity of the Company on appointment and remuneration of Directors, KMPs &
Senior Management including the criteria for determining the qualifications, positive attributes and independence of Directors is
enclosed as Annexure-C to this report.

15. Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material
departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/
loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions
of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

(iv) they have prepared annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate

and operate effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work
performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and
the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls
were adequate and effective during the financial year 2025-26.

16. Audit Committee

As on March 31,2026, the Audit Committee of the Board of Directors of the Company comprised of 4 (Four) members, namely Mr.

Gulshan Chamanlal Vohra, Mrs. Aruna Oswal, Mrs. Larly Nitin Bahl and Mr. Swapneel Vinod Patel, out of them 3 members are

Independent Directors. Mr. Gulshan Chamanlal Vohra, an Independent Director, is the Chairperson of the Audit Committee.

It may be noted that the Board of Directors vide the Board resolution dated June 22, 2026 has revised the composition of the Audit
Committee consequent to the resignation of committee members and as on the date of this report, the audit committee composition is

During the Financial year 2025-26, the Audit Committee has met 7 (Seven) times dated 10.04.2025, 21.05.2025, 29.05.2025, 07.08.2025,
06.10.2025, 04.11.2025 and 12.02.2026. The Audit Committee reviewed the financial statements (Standalone & Consolidated) for
each quarter/ financial year ended March 31,2026 and has not given any adverse observations.

The Board accepted the recommendations of the Audit Committee as and whenever made by the Committee during the year.

17. Corporate Social Responsibility (CSR)

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company
on CSR activities during the year are set out in Annexure D of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

The Policy is available on the website of the Company at www.oswalagromills.com

18. Cost Records

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014 as amended, the Company confirms that maintenance of
cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable
on the Company.

19. Disclosure on Vigil Mechanism

Your company is deeply committed to highest standards of ethical, moral and legal business conduct. It ensures that it provide a
respectful working environment not only for all its employees, but for all external parties too. Accordingly, the Board of Directors has
formulated Vigil Mechanism which is in compliance with the provisions of Act & Rules made thereunder, and Listing Regulations
through which Directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud,
violation of Companys code of conduct without fear of reprisal. This Mechanism provides for adequate safeguards against victimization
of the Whistle Blower.

It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Vigil Mechanism has been
posted on the website of the Company at www.oswalagromills.com

20. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance
requirements set out by the Securities and Exchange Board of India (“SEBI”). The Company always places major thrust on managing
its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organisations
corporate governance philosophy is directly linked to high performance.

The Company is committed to adopting and adhering to established world-class corporate governance practices. The Company
understands and respects its fiduciary role and responsibility towards its stakeholders and society at large, and strives to serve their

interests, resulting in creation of value and wealth for all stakeholders. The report on Corporate Governance as stipulated under the
Listing Regulations forms part of the Annual Report. The compliance report on corporate governance and a certificate from M/s. Anuj
Gupta & Associates, Company Secretaries, Delhi regarding compliance of the conditions of corporate governance, as stipulated
under Chapter IV of Listing Regulations is attached herewith as Annexure-E to this report.

21. Management Discussion and Analysis Report

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion
and Analysis Report for the year under review is presented in a separate segment as Annexure-F.

22. Policy on Prevention of Sexual Harassment at Workplace

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Prevention of Sexual Harassment of Women
at Workplace Act”) and Rules framed therein an Internal Complaints Committee has also been set up to redress complaints received
regarding sexual harassment.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates and it is
ensured organization wide dissemination of the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace
Act by conducting sessions throughout the Company.

The following is a summary of sexual harassment complaints received and disposed of during the year:

The Sexual Harassment policy is posted on the website of the Company at www.oswalagromills.com

23. Particulars of Employees and Related Disclosures

(A) The information required under section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial
year 2025-26:

(b) The percentage increase in remuneration of each Director and KMP viz, Chief Executive Officer, Chief Financial Officer,
Comnanv Secretary in the financial year 2025-26:

(c) The percentage increase in the median remuneration of employees in the financial year: NIL

(d) The number of permanent employees on the roll of the Company (as on March 31,2026): 19

(e) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and
point out if there are any exceptional circumstances for increase in the managerial remuneration: NIL

(f) Affirmation that remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as
per the remuneration policy of the Company.

A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout
the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is not being sent along with this annual report to the members of the Company in line
with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write email to
the Company Secretary on cs@oswalagromills.com.

24. Board Evaluation

The Board of Directors have carried out formal annual evaluation of its own performance, Board Committees and individual Directors
pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by the Listing Regulations.

The Nomination & Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board
Committees (viz. Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee & Corporate Social
Responsibility Committee); Individual directors and the Chairperson, on various criteria outlined in the Guidance Note on Board
Evaluation issued by SEBI on January 5, 2017.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such
as the Board composition and structure, effectiveness of Board processes, contribution at the meetings, focus on governance information
and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from Committee members
on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, compliance and control etc.

The Board reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual
Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution
and inputs in meetings, etc. In addition, the Chairperson was also evaluated on the key aspects of her role.

25. Independent Directors Meeting

In accordance with the Listing Regulations, read with Section 149 (8) and Schedule-IV of the Act. The Independent Directors of the
Company met on February 10, 2026, inter alia review and discuss the following:

(i) Review the performance of non-Independent Directors and the Board of Directors as a whole;

(ii) Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive
Directors;

(iii) 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.

26. Number of Meetings of Board

During the financial year ended March 31,2026, the Board met 12 (Twelve) times dated April 10, 2025, May 21,2025, May 29, 2025,
July 10, 2025, August 07, 2025, August 08, 2025, August 29, 2025, October 06, 2025, November 04, 2025, January 07, 2026,
February 12, 2026 and February 25, 2026. For further details regarding these meetings, Members may please refer to the Report on
Corporate Governance, which forms part of the Annual Report.

Committees of the Board

At present, four standing committees of the Board of Directors are in place viz. Audit Committee, Nomination & Remuneration Committee,
Stakeholders Relationship Committee and Corporate Social Responsibility Committee which have been constituted in accordance
with the applicable provisions of the Act and Listing Regulations. During the year, recommendations of these committees were
accepted by the Board of Directors. For more details on the composition of the Committees, meetings held during the year, the
Members may please refer the Report on Corporate Governance which forms part of the Annual Report.

27. Internal Control Systems and Their Adequacy

Adequate internal control systems commensurate with the nature of the Companys business, size and complexity of its operations are
in place and have been operating satisfactorily.

Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback
on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal
control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately
protected.

Adequacy of internal financial control with reference to financial statements: The Internal Financial Controls with reference to financial
statements as designed and implemented by the Company are adequate. During the year, no material or serious observation has
been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

28. Particulars of Loans Given, Investments Made, Guarantees Given and Securities Provided Under Section 186 of Companies
Act, 2013

Particulars of loans given are provided under Note No. 40 to the financial statement. Particulars of investment made are provided
under Note No. 5, 6 and 11 to the financial statement provided in this Annual Report. The Company has not given any guarantee or
security in connection with a loan to any other body corporate or person.

29. Particulars of Conservation of Energy/Technology Absorption/Foreign Exchange Earnings and Out Go

(A) Information regarding conservation of energy and technology absorption: At Oswal Agro Mills Limited, our continuous approach
is towards achieving maximum energy efficiency and absorption of technology in our operations and initiatives undertaken by the
Company.

(B) Foreign exchange earning and outgo: During the year, there were no foreign exchange earnings and outgo.

30. Risk Management

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically.

Our risk management framework is designed to be simple, consistent and clear for managing and reporting risks from the Groups
businesses to the Board. Our management systems, organizational structures, processes, standards and code of conduct together
form the system of internal controls that govern how we conduct business and manage associated risks. We have a multi-layered risk
management framework to effectively mitigate the various risks, which our businesses are exposed to in the course of their operations.

Major risks identified by businesses and functions are systematically addressed through mitigating actions. Risk officers have also
been formally nominated at operating businesses, as well as at Group level, to develop the risk-management culture within the
businesses.

Our Risk Management Framework is designed to help the organization to meet its objectives through alignment of operating controls
with the Companys mission and vision. In the opinion of the Board there has been no identification of elements of risk that may
threaten the existence of the Company.

The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing basis.

The risk management policy has been posted on website of the Company at www.oswalagromills.com

31. Code of Conduct

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 the Company has in place the policies/ codes which are
revised from time to time according to applicable laws or as per need. The members of the Board and senior management personnel
have affirmed the compliance with Code applicable to them during the year ended March 31,2026.

The annual report of the Company contains a certificate by the Chairperson and CFO in terms of Listing Regulations on the compliance
declarations received from Independent Directors, Non-Executive Directors and Senior Management.

32. General

Your Directors state that during the financial year ended March 31,2026, no disclosure is required in respect of following matters, as
there were no transactions/events in relation thereto:

1. The Company had not issued any shares (including sweat equity shares) to Directors or employees of the Company under any
scheme.

2. There was no change in the share capital of the Company.

3. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.

4. The Company does not have any Employee Stock Option Scheme.

5. There were no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016.

6. There was no instance of onetime settlement with any Bank or Financial Institution, thus no valuation is carried out for the one¬
time settlement with the banks or financial institutions.

33. Human Relations

Human resources play a significant role in your Companys growth strategy. Your Company emphasized on talent nurturing, retention
and engaging in a constructive relationship with employees with a focus on productivity and efficiency and underlining safe working
practices. The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and
contributions made by the employees of the Company during the year.

34. Compliance with the Provisions of the Maternity Benefits Act, 1961

During the year under review, the Company has duly complied with the provisions of the Maternity Benefits Act, 1961. All eligible
women employees were provided maternity benefits in accordance with the provisions of the Act, including paid maternity leave,
nursing breaks, and protection from dismissal during maternity leave, among other entitlements. The Company remains committed to
upholding the rights and welfare of women employees and ensuring a supportive and inclusive work environment.

35. Details of Difference Between Amount of the Valuation Done at the Time of One Time Settlement and the Valuation Done
While Taking Loans From the Banks or Financial Institution Along with the Reasons Thereof

There are no such events occurred during the period from April 01,2025 to March 31,2026, thus no valuation is carried out for the
one-time settlement with the banks or financial institutions.

36. Details of Application Made or Any Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and
Their Status

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
year

37. Listing

Presently, the Companys equity shares are listed on the following Stock Exchanges:

(a) The National Stock Exchange of India Limited, Mumbai

(b) BSE Limited, Mumbai

38. Appreciation and Acknowledgment

Your directors take this opportunity to place on record their sincere gratitude for assistance and co-operation received from Central &
State Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued
support and assistance during the year.

Your directors also place on record their appreciation for the excellent contribution made by all employees of Oswal Agro Mills Limited
through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.

By the order of the Board
For Oswal Agro Mills Limited

Sd/-

Aruna Oswal

Date : August 24,2026 Chairperson

Place : New Delhi DIN: 00988524