Oswal Agro Mills Ltd Directors Report

DIRECTORS REPORT

To

The Members,

Oswal Agro Mills Limited

Your directors take pleasure in presenting the 45^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, 2025:

1. Financial Summary

The financial summary of the company for the financial year ended March 31, 2025 along with the previous years figures is summarised in the table below:

			(Rs. in lakhs)
PARTICULARS	Consolidated		Standalone
	2024-25	2023-2024	2024-25	2023-2024
Revenue from Operations	16,176.69	186.73	16,176.69	186.73
Other Income	1,191.69	1071.76	1,191.69	1071.76
Total Revenue	17,368.38	1258.49	17,368.38	1258.49
Expenses	2,811.01	865.13	2,811.01	865.13
Profit before tax and exceptional item	14,557.37	393.36	14,557.37	393.36
Exceptional Item		2.53	-	2.53
Tax expenses (i) Current tax	3,685.07	86.81	3,685.07	86.81
(ii) Income tax for earlier years	44.37	(51)	44.37	(51)
(iii) Deferred tax	(54.51)	179.66	(54.51)	179.66
Profit for the year after tax	10,882.44	175.36	10,882.44	175.36
Share of net profit of associate (net)	401.17	281.98	-	-
Profit for the year after tax after considering share of net profit of associate (net)	11,283.61	457.34	-	-

State of the Companys affairs

During the financial year 2024-25, 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 has received a proposal from the Brihanmumbai Municipal Corporation (BMC) to hand over reserved land in exchange for Transferable Development Rights (TDR). The company has accepted the proposal and handed over the part of land i.e. admeasuring 106847.58 sq.mtrs. at village Anik, Chembur, Mumbai against the TDR, on 10th September, 2024. In return, the Company will receive approximately 23 lakh sq.ft. 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 October 23, 2024.

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 Rs. 17,368.38 Lakh as compared to Rs. 1258.49 Lakh for the previous year 202324, profit before tax stood at Rs. 14,557.37 Lakh for the year under review as compared to Rs. 390.83 Lakh for the previous year 2023-24.

Consolidated financials

During the financial year, your Companys consolidated total revenue stood at Rs. 17,368.38 Lakh as compared to Rs. 1,258.49 Lakh for the previous year 2023-24, profit before tax stood at Rs. 14,557.37 Lakh for the year under review as compared to Rs. 390.83 Lakh for the previous year 2023-24 and the total comprehensive income stood at Rs. 11,314.75 Lakh as compared to Rs. 475.61 Lakh for the previous financial year 2023-24.

2. SUBSIDIARY AND ASSOCIATES

During the year ended March 31, 2025, 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 7^th 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 (2024-25), OGL has recorded total revenue of Rs. 9,272.71 Lakhs and profit after tax of Rs. 853.21 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, 2025

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 2024-2025 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 31,2025 except on June 3, 2025, the arbitration council delivered its verdict wherein Oswal Greentech Limited (Associate Company) has been awarded Rs. 97.17 crores against its total claim of Rs. 472.17 crores, realizing approximately 21% of the claimed amount. The award results in a partial recovery, with a shortfall of Rs. 375 crores not granted.

9. AUDITORS

(i) Statutory Auditors and their report:

The members of the Company at the 42^nd 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 42^nd Annual General Meeting till the conclusion of the 47^th 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 this 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.

M/s Mehta Chokshi & Shah LLP, Chartered Accountants have consented their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

M/s Mehta Chokshi & Shah LLP, Chartered Accountants, have also provided confirmation that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ‘Peer Review Board of the ICAI.

Report of statutory auditors: M/s Oswal Sunil & Company, Chartered Accountants, have submitted their report with no qualifications, reservations or adverse remarks or disclaimers on the financial statements (Standalone) for the financial year 2024-25.

Further, M/s Oswal Sunil & Company, Chartered Accountants, have submitted their report on the financial statements (Consolidated) of the Company for the financial year 2024-25, 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 related to non-provisioning of interest income by an associate company (Oswal Greentech Limited) for the financial year 2024-25. The auditors remarks on their qualified opinion and managements response on the auditors qualified opinion are given hereunder:

We refer to note 38 of the financial statements for non-provisioning of interest income by an associate company consequent to which the PAT and Investment (Non-Current) are understated by Rs. 1994.84 lakhs (PY 1443.84 lakhs) and f 3438.68 lakhs (PY 1443.84 lacs) respectively (to extent of share of profit/losses of the holding company in Associate).

Managements response: During the year 2023-24, Oswal Greentech Limited (OGL) has invoked arbitration clause as per the ICD agreement. In this view OGL has decided not to charge any further interest pending the arbitration proceedings. Subsequently, on June 3, 2025, the arbitration council delivered its verdict wherein OGL has been awarded Rs. 97.17 crores against its total claim of Rs. 472.17 crores, realizing approximately 21% of the claimed amount. The award results in a partial recovery, with a shortfall of Rs. 375 crores not granted.

(ii) Secretarial Auditors and their report:

The Board of directors at its meeting held on June 12, 2024 has re-appointed M/s. CT & Company, Company Secretaries as Secretarial auditors of the Company to carry out the secretarial audit for the financial year 2024-25. However, M/s. CT & Company, Company Secretaries has tendered their resignation as Secretarial Auditor of the Company due to pre-occupation effective from April 07, 2025.

The Board of directors at its meeting held on April 10, 2025, based on the recommendation of the Audit Committee, has appointed M/s. Prachi Bansal & Associates, Company Secretaries, Faridabad (Haryana) as the Secretarial Auditors of the Company to carry out the secretarial audit for the financial year 2024-25.

Further, pursuant to Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5 years commencing FY 2025-26, to conduct the secretarial audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations.

Accordingly, the Board of directors at its meeting held on August 08, 2025, based on the recommendation of the Audit Committee, has considered, approved, the appointment of M/s. Jay Mehta Corporate & Associates, Company Secretaries, Mumbai (Membership no. FCS 8672 & COP 8694) as Secretarial Auditors of the Company and recommended the same to the shareholders of the Company. The proposed appointment is for a term of 5 (five) consecutive years from the financial year 2025-26 to the financial year 2029-30. A resolution to this effect is included in the notice of ensuing AGM, which may kindly be referred for more detail. M/s. Jay Mehta Corporate & Associates, Company Secretaries have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company 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 2024-25 carried out by M/s. Prachi Bansal & Associates, 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, 2024 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. Prachi Bansal & Associates, Company Secretaries, and submitted with the National Stock Exchange of India Limited and BSE Limited.

During the financial year ended March 31,2024, Statutory Auditor and 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 SVP & Associates, Chartered Accountants, New Delhi as Internal Auditors of the Company for the financial year ended March 31, 2025.

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 08, 2025, based on the recommendation of the Audit Committee, has approved the appointment of M/s Siddharth S. Kothari & Co., Chartered Accountants, New Delhi (FRN: 158976W) as the Internal Auditors of the Company to carry out the internal audit for the financial year 2025-26.

10. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year 2024-25, 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 31,2025 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 2025 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, Mr. Narinder Kumar (DIN:01936066), Director liable to retire by rotation at the ensuing AGM, being eligible, has offered himself for re-appointment. The relevant details are provided in the Notice. The board recommends his re-appointment. It may be further noted the following changes in the board of the Company has took place:-

(i) Mr. Bhola Nath Gupta (DIN: 00562338) has retired from the position of Whole-time Director and CEO of the Company with the effect from July 31,2024. The Board places on record its appreciation for their invaluable contribution and guidance provided to the Company.

(ii) Mr. Narinder Kumar (DIN:01936066) was appointed as Whole-time Director and CEO of the Company with effect from August 08, 2024.

(iii) 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.

(iv) 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.

(v) 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.

(vi) 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.

(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 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 which shall be placed for shareholders approval at upcoming 45^th AGM. The Board recommends his appointment.

(viii) 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 which shall be placed for shareholders approval at upcoming 45^th AGM. The Board recommends his appointment.

(ix) 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. The Board recommends her appointment.

(x) 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.

(xi) 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.

Continuation of Directorship

• In compliance with Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approvals / sanctions by way of special resolution of the Members are hereby sought for continuation of office by Mrs. Aruna Oswal as NonExecutive Director of the Company notwithstanding she will attain the age of 75 years. The notice convening the AGM includes the proposal for continuation of directorship held by Mrs. Aruna Oswal as Non-Executive Director of the Company on attaining age of 75 years.

• In compliance with Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approvals / sanctions by way of special resolution of the Members are hereby sought for continuation of office by Mr. Gulshan Chamanlal Vohra as Non-Executive & Independent Director of the Company notwithstanding he will attain the age of 75 years during his tenure. The notice convening the AGM includes the proposal for continuation of directorship held by Mr. Gulshan Chamanlal Vohra as NonExecutive & Independent Director of the Company on attaining age of 75 years during his tenure.

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 2024-25, 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

• During the financial year 2024-25, Mr. Parveen Chopra, Chief Financial Officer (KMP) submitted his resignation from the position of Chief Financial Officer w.e.f. close of working hours of November 05, 2024 due to personal reasons. The Board appreciated the valuable services rendered by Mr. Parveen Chopra during his tenure as Chief Financial Officer of the Company.

• The Board of Directors upon the recommendation of the Nomination & Remuneration Committee at its meeting held on January 28, 2025, appointed Mr. Vishnu Prasad Muddana as the Chief Financial Officer (KMP) of the company w.e.f. January 28, 2025.

Thereafter, Mr. Vishnu Prasad Muddana, Chief Financial Officer (KMP) has 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 of Directors upon the recommendation of the Nomination & Remuneration Committee at its meeting held on April 08, 2024, has appointed Mrs. Payal Agarwal as the Company Secretary (KMP) & Compliance Officer of the company w.e.f. April 08, 2024.

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 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 2024-25.

16. AUDIT COMMITTEE

As on March 31,2025, the Audit Committee of the Board of Directors of the Company comprised of 4 (Four) members, namely Mr. Mohinder Pal Singh, Mrs. Aruna Oswal, Mr. Himanshu Agarwal and Mr. Dhiraj Gupta, out of them 3 members are Independent Directors. Mr. Mohinder Pal Singh, an Independent Director, is the Chairperson of the Audit Committee.

Further, Mr. Mohinder Pal Singh has ceased to be the Chairperson of Audit Committee on account of his pre-occupation but continue to be member of the committee and subsequently Mr. Dhiraj Gupta was appointed as chairperson of the Audit committee w.e.f. April 10, 2025.

Furthermore, Mr. Mohinder Pal Singh has resigned from the position of Independent Director of the Company w.e.f. May 23, 2025 and accordingly ceased to be member of the Audit Committee.

It may further be noted that the Board of Directors vide the circular resolution dated August 20, 2025 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 as follows:

S. No.	Name of Committee Member	Designation
1	Mr. Gulshan Chamanlal Vohra	Chairperson
2	Mrs. Aruna Oswal	Member
3	Mr. Swapneel Vinod Patel	Member
4	Mr. Larly Nitin Bahl	Member

During the Financial year 2024-25, the Audit Committee has met 5 times dated 20.05.2024, 12.06.2024, 31.07.2024, 08.11.2024 and 28.01.2025. The Audit Committee reviewed the financial statements (Standalone & Consolidated) for each quarter/ financial year ended March 31,2025 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. Prachi Bansal & Associates, Company Secretaries, Faridabad (Haryana) 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:

a) Number of complaints pending at the beginning of the year	NIL
b) Number of complaints received during the year	NIL
c) Number of complaints disposed off during the year	NIL
d) Number of cases pending at the end of the year	NIL

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 2024-25:

S. No.	Name of Directors	Ratio to median remuneration
1	Mrs. Aruna Oswal Chairperson & Non-executive Director	NA
2	Mr. Bhola Nath Gupta (upto 31.07.2024) Whole-time director & Chief Executive Officer	1.76:1
3	Mr. Narinder Kumar (w.e.f. 08.08.2024) Wholetime Director & Chief Executive Officer	10.78:1
4	Mr. Anil Kumar Bhalla (upto 21.05.2025) Non-executive Director	NA
5	Mr. Mohinder Pal Singh (upto 23.05.2025) Non-executive Independent Director	NA
6	Mr. Dhiraj Gupta Non-executive Independent Director	NA
7	Mr. Himanshu Agarwal Non-executive Independent Director	NA

(b) The percentage increase in remuneration of each Director and KMP viz, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year 2024-25:

S. No.	Name of Directors and KMP	% increase in remuneration in the financial year
1	Mrs. Aruna Oswal Chairperson & Non-executive Director	NA
2	Mr. Bhola Nath Gupta (upto 31.07.2024) Whole-time director & Chief Executive Officer	NIL
2	Mr. Narinder Kumar (w.e.f. 08.08.2024) Wholetime Director & Chief Executive Officer	NIL
3	Mr. Anil Kumar Bhalla (upto 21.05.2025) Non-executive Director	NA
4	Mr. Mohinder Pal Singh (upto 23.05.2025) Non-executive Independent Director	NA
5	Mr. Dhiraj Gupta Non-executive Independent Director	NA
6	Mr. Himanshu Agarwal Non-executive Independent Director	NA
7	Mr. Parveen Chopra (upto 05.11.2024) Chief Financial Officer	NIL
8	Mr. Vishnu Prasad Muddana (w.e.f 28.01.2025 to 07.07.2025) Chief Financial Officer	NIL
9	Mrs. Payal Agarwal (w.e.f. 08.04.2024) Company Secretary	NIL

(c) The percentage increase in the median remuneration of employees in the financial year: 13.23%

(d) The number of permanent employees on the roll of the Company (as on March 31,2025): 26

(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: There has been change in the average 42% managerial increase while for others it is about 0.44%. During the year, there was no actual increase in the remuneration/salaries of managerial personnel as well as other employees of the company. These changes in the managerial remuneration is due to appointment and resignation of managerial personnel

(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.

(B) PARTICULARS OF EMPLOYEES

si. No. Name	Designation	Age (Yrs)	Qualification	Remuneration (Rs in Lakhs)	Date of Commencement of Employment	Expe rience (Yrs)	Last Employment Held & Designation
1. Mr. Narinder Kumar	Whole time director & CEO	59	B.com	73.19	08.08.2024	38	Vice- President (Finance), Oswal Greentech Limited
2. Mr. Vishnu Prasad Muddana*	CFO	59	B.Tech (Chem), MBA	48.86	01.07.2024	37	Vice President, PC Media Limited
3. Mr. Mahesh C Rawal	General Manager	66	C A (Inter), B. Com	29.13	01.01.2017	41	Accounts Manager, Oswal Greentech Limited
4. Mr. T R Jawa- harlal	Officer on Special Duty	62	B. Com (HR)	24.12	01.06.2017	44	Officer on Special Duty, Oswal Greentech Limited
5. Mr. Sanjay Kumar Singh	General Manager- Legal	54	LLB	17.13	01.04.2021	28	Manager-Legal, Oswal Greentech Limited
6. Mr. Vinaya Ram Chamoli	Manager- Accounts	67	B.com (Hons.)	16.51	01.04.2021	42	Manager Accounts. Oswal Greentech Limited
7. Mr. Mahaveer Singh	Supervisor	70	Senior Secondary Education	10.37	01.07.2020	42	Supervisor, Mata Mohandai Oswal Public School
8 Mr. Muktilal Bhurtal	Sr. Assistant	64	Inter	10.10	01.01.2017	42	Sr. Assistant, Oswal Greentech Limited
9. Mr. Yogender Kumar Gautam	Assistant Manager- Secretarial	60	Masters in Computer Science	9.33	01.04.2021	38	Assistant Manager- Oswal Greentech Limited
10. Mr. Vir Bahadur Singh	Supervisor	59	Inter	8.27	01.01.2017	32	Supervisor, Oswal Greentech Limited

* Mr. Vishnu Prasad Muddana was appointed as Vice-President (Project) of the company w.e.f. July 1,2024. Subsequently, Mr. Vishnu Prasad Muddana has been appointed as Chief Financial Officer of the company w.e.f. January 28, 2025. Therefore the remuneration of Mr. Vishnu Prasad Muddana includes the remuneration as Vice-President (Project) and Chief Financial Officer of the company.

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 January 28, 2025, 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 31,2025, the Board met seven times dated April 8, 2024, May 20, 2024, June 12, 2024, July 4, 2024, July 31,2024, November 8, 2024 and January 28, 2025. 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 31,2025.

The annual report of the Company contains a certificate by the CEO and Wholetime Director 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 31,2025, 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 01,2024 to March 31,2025, 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 29, 2025	Chairperson
Place : New Delhi	DIN:00988524