Oswal Agro Mills Ltd Directors Report

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 31st 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 45th 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:

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.

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:

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, Company 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.

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.

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 onetime 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.