Roto Pumps Ltd Directors Report

To the Members of

ROTO PUMPS LIMITED,

Your Directors have pleasure in presenting their Fiftieth Annual Report of your Company together with the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE

Your Companys financial performance for the year under review along with the previous years figure is given hereunder:

Amount _ in Lakhs

	Financial year ended
Particulars	March 31, 2025	March 31, 2024
Revenue from Operations	24,036.81	22,980.49
Other Income	339.17	464.71
Total Income	24,375.98	23,445.20
Profit / (loss) before finance costs, depreciation and taxation	5,882.29	6,337.91
Less: Finance Costs	323.39	381.17
Depreciation	1,581.02	1,122.47
Profit before Taxation	3,977.88	4,834.27
Less: Taxation	899.36	1,208.99
Profit after tax	3,078.52	3,625.28
Add: Other Comprehensive Income	(83.49)	(55.98)
Total Comprehensive Income for the year	2,995.03	3,569.30

DIVIDEND

Your Company has a robust track record of rewarding its shareholders with a generous dividend pay-out. During the year under review, the Board of Directors in its meeting held on May 17, 2025, recommend a final dividend of _ 0.80/- per equity share of _ 1/- each i.e. 80% for the financial year ended March 31, 2025. The final dividend, if approved by the shareholders of the Company at ensuing Annual General Meeting (AGM), would involve cash outflow of _ 502.52 lakhs and will be paid with deduction of tax at source to the shareholders, as applicable. The dividend pay-out is in accordance with the Companys Dividend Distribution Policy. The Policy is available on the Companys website https://www.rotopumps.com/investors/policies/.

TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any amount to the reserves for the financial year ended March 31, 2025.

SHARE CAPITAL

During the year under review, your Company had sub-divided its equity shares from the nominal value of _ 2/- (Rupees two only) each into a nominal value of _ 1/- (Rupee one only) each per Equity share. As a result, the Authorized share capital of the Company as on March 31, 2025 has been _ 10,00,00,000 (Rupees ten crores only) comprising of 10,00,00,000 (Ten crores) Equity shares of _ 1/- (Rupee one only) each and issued, subscribed and paid-up share capital of the Company has been _ 6,28,15,220 (Rupees six crore twenty eight lakh _fteen thousand two hundred twenty only) comprising of 6,28,15,220 (Six crore twenty eight lakh _fteen thousand two hundred twenty only) equity shares of _ 1/- (Rupee One Only) each.

During the year under review, your Company has recti_ed its issued share capital by cancelling 46,500 equity shares (after sub-division from 9,300 equity shares of _ 10/- each to 46,500 equity shares of _ 2/- each) which were allotted against forged Stock Invest and the application money had remained unpaid. The said rectification was necessitated to reflect the correct issued share capital in sync with the paid-up share capital of your Company.

After closure of the financial year on March 31, 2025, your Company has issued two fully paid-up bonus equity shares of _ 1/- each for each fully paid-up equity shares of _ 1/- each held in the Company by way of capitalization equivalent amount from share premium account and retained earnings and hence, the paid-up share capital of the Company increased to _ 18,84,45,660 comprising of 18,84,45,660 (Eighteen crore eighty four lakhs forty five thousand six hundred sixty only) equity shares of _ 1/- (Rupee One Only) each. In order to facilitate such issue of bonus equity shares, the authorized share capital of the Company has also been increased to 20,00,00,000 (Rupees twenty crores only) comprising of 20,00,00,000 (Twenty crores) Equity shares of _ 1/- (Rupee one only).

Your Company has not issued shares with differential voting rights or SR equity shares. It has neither issued employee stock options nor any sweat equity shares and does not have any scheme to fund its Employees to purchase the shares of the Company.

CREDIT RATINGS

During the year, your Company has sustained its long-term bank facilities credit rating of CRISIL A- and CRISIL A2+ for long term borrowings and short-term borrowings of the Company respectively. During the year, the outlook for long term rating is revised from Positive to Stable. The rating indicates the Companys discipline for its prudent financial management and its ability regarding timely servicing of financial obligation.

INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124(5) of the Companies Act, 2013 and Rule 3 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the un-claimed dividend relating to the financial year 2016-17 has been remitted to the Investor Education and Protection Fund (IEPF) established by the Central Government. This involved transfer of _ 1,29,993.60/- unclaimed dividend and 19,050 shares of _ 1/- each on which dividend had been unclaimed for seven consecutive years.

The un-claimed dividend for further years would become due for transfer to IEPF per below details-

Sl.	Financial Year	Cases	As on 31.07.2025 Amount in _	Due date for Transfer to IEPF
1	2017-18	454	99,350	5-Nov-25
2	2018-19	310	77,862	4-Nov-26
3	2019-20-Interim	320	46,424	18-Mar-27
4	2020-21-Interim	293	1,92,074	7-May-28
5	2020-21-Final	211	38,501	5-Nov-28
6	2021-22	178	2,55,209	5-Nov-29
7	2022-23	167	2,32,528	4-Nov-30
8	2023-24	504	5,99,295	4-Nov-31

Further, in terms of the provisions of Section 124(6) of the Companies Act, 2013, and Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, shares related to the dividend, which would be transferred to Investor Education and Protection Fund as stated above, on which dividend for consecutive seven years remained unclaimed / unpaid, would also become due for transfer to the IEPF on the said date.

The Company Secretary is nominated as the Nodal Officer for issues relating to the Investor Education and Protection Fund. The Nodal Officer may be contacted at investors@rotopumps.com. Details of un-claimed dividend are available on the Companys website at https://www.rotopumps.com/unclaimed-dividend-shares/ under investors section.

YEAR IN RETROSPECT

Your Company has achieved an Income from Operations of _ 24,036.81 lakhs against previous years _ 22,980.49 lakhs registering a growth of 4.60%. Domestic sales were _ 9,549.87 lakhs as compared to _ 9,870.36 lakhs, which had been slightly lower. Export sales were _ 14,486.94 lakhs as compared to _ 13,110.13 lakhs, having an increase of 10.50% over last year. Export sales includes _ 7,836.31 lakhs, sales from Overseas Marketing Outlets in United Kingdom and Australia. Revenue from exports constituted 60.26% of the total revenue from operations against 57.05% during the previous financial year. Your company earned other income of _ 339.17 lakhs as compared to _ 464.71 during the previous financial year. Your Company has registered a profit after tax of _ 3,078.52 lakhs against _ 3,625.28 lakhs during the previous financial year.

OUTLOOK

Your Company remains focused to increase its market share in all the key markets, where it operates, to achieve significant growth in topline which would also result in better bottom-line. Your Company has a strong manufacturing and marketing infrastructure with presence in seven continents besides strong Research & Development setup, experienced and motivated Manpower. The time ahead for your company is cautiously optimistic, with clear opportunities emerging across industrial and infrastructure sectors. As global industries—such as oil & gas, wastewater treatment, chemicals, and food processing—seek reliable and energy-e_cient _uid handling solutions, the demand for high-performance screw pumps would be rising. Indias growing reputation as a cost-e_ective and technically capable manufacturing hub positions Indian exporters well, especially as global buyers diversify sourcing beyond traditional markets. Government support through export incentives, FTAs, and initiatives like Make in India further enhances competitiveness. The ongoing tari_ war is an eminent threat for your Companys export to US. However, it would have mixed impact as your Companys market is highly diversified.

Medium term growth would be led by new businesses of downhole pumps and solar pumping systems, which would substantially contribute to business growth. Introduction of new products, ‘Roto P Range Pumps in the existing product line would improve your Companys ability to penetrate in major sectors such as food & beverages, mining etc. In line with your Companys vision, medium term focus is to attain a revenue of USD 100 million by Y2028 and the long-term focus would be to attain a prominent position and to be among the first five Global Positive Displacement Pump Manufacturer.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries have been prepared in accordance with the Indian Accounting Standard (Ind AS) 110 notified by the Ministry of Corporate Affairs, Government of India and form part of the Annual Report. The annual accounts of the subsidiaries and related information are kept at the Registered Office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to investors seeking information at any time.

PERFORMANCE OF THE SUBSIDIARY COMPANIES a. Roto Pumps GmbH - a wholly owned subsidiary in Germany engaged in the business of sales and marketing of the Companys products in German region to service the Customers more effectively. During the year under review, the subsidiary has achieved a sales turnover of EURO 3,843,112 and earned a profit after tax of Euro 157,642.

b. Roto Pumps Americas, Inc. - a wholly owned subsidiary in

USA which has an operating wholly owned subsidiary in the name and style of Roto Pumps North America, Inc. engaged in the business of sales and marketing of Companys products in American region. During the year under review, the operating subsidiary has achieved a sales turnover of USD 5,335,596 and earned a profit after tax of USD 466,830.

c. Roto Overseas Pte. Ltd. - a wholly owned subsidiary in Singapore which has operating subsidiaries per below-i. Roto Pumps (Africa) Pty Ltd, a subsidiary (74.995%) in South Africa, engaged in the business of sales and marketing of pumps and parts of pumps in the African Region. During the year under review, the subsidiary achieved a sales turnover of Rand 25,718,595 and incurred a loss of Rand 1,338,294. The figures are based on the restated financial statement due a fraud reported after issue of audited consolidated financial statements on May 17, 2025, details of the same are given hereinafter in this Annual Report. ii. Roto Pumps (Malaysia) Sdn. Bhd., a wholly owned subsidiary in Malaysia, engaged in the business of sales and marketing of the Companys products in Malaysia, Indonesia and Singapore. During the year under review, the subsidiary has achieved sales turnover of MYR 8,216,908 and profit after tax of MYR 874,660.

d. Roto Energy Systems Ltd. - a wholly owned subsidiary in India, incorporated to carry on the business of solar pumping systems. During the year under review, the subsidiary has achieved sales turnover of _ 125.27 lakhs and incurred a loss of _ 436.03 lakhs.

e. Roto Pumps Mena FZE – a wholly owned subsidiary in UAE was setup to cater the MENA region. a company engaged in the business of sales and marketing of Companys products in the MENA region. During the year, the subsidiary has achieved a sales turnover of AED 2,934,757 and profit after tax of AED 240,842.

A statement containing the salient features of financial statements of the subsidiary companies in the prescribed Form AOC-1 is annexed as per Annexure - A.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of the Loans, Guarantees and Investments have been disclosed in the note no. 40 of the standalone financial statements, forming a part of this Annual Report.

DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, and as such no amount of principal or interest thereon was unpaid or unclaimed as on March 31, 2025.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into by your Company during the year under review were on an arms length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant Related Party Transactions made by your Company during the year that would have required Shareholder approval under Regulation 23 of securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions and other relevant details as are required in terms of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the transactions with Related Parties are provided at Note no. 40 of the accompanying standalone financial statements. In compliance with the requirements of the Listing Regulations, your Company has adopted a policy for dealing with Related Party Transactions the same is available on the website of the Company at https://rotopumps.com/investors/policies/.

RISK MANAGEMENT

Your Company has formulated a risk management policy to put in place a procedure to inform the Board about the risk assessment and minimization procedure. The Policy is available on your Companys website https://www.rotopumps.com/investors/policies. Further, your Company has also constituted Risk Management Committee and defined the role and responsibility of the Risk Management Committee.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

Your Company has an adequate internal control system commensurate with the size of your Company and nature of its business. Your Company had adopted SAP software to strengthen its controls and processes which has been implemented in India Operation. It has also been implemented at Overseas Establishment in UK and Dubai and is being implemented in other Overseas Establishments in a phased manner. Further, its operations are being extended to cover other operational activities and reporting structure where it has been put into operations. Full implementation of SAP would allow integration of multiple locations on one platform and would bring tremendous operational synergy and improve overall efficiency of the organization significantly.

Further, in terms of provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder, your Company has appointed M/s. Kapoor Tandon & Co., Chartered Accountants as its Internal Auditor to conduct the internal audit of the functions and activities and review of internal controls system in the Company. Based on the report of internal audit function, the Board undertakes corrective action in their respective areas and thereby strengthens the controls.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, there have been following changes:

Appointments: a. Mr. Neeraj Kumar Gupta (DIN: 02973442) as an Independent Director for a tenure of 5 years with effect from August 9, 2024. b. Dr. Atul Agarwal (DIN: 00153186) as an Independent Director for a tenure of 5 years with effect from August 9, 2024. c. Ms. Saroj Punhani (DIN: 08922018) as an Additional Director (Non-Executive Independent Director) on the Board of the Company for a term of five years with effect from February 12, 2025. The Members of the Company approved the appointment of Ms. Punhani as an Independent Woman Director by passing special resolution through postal ballot dated February 12, 2025 on April 2, 2025.

Re-appointments: a. Mr. Akhil Joshi (DIN: 06604954) as an Independent Director of the company for a tenure of 5 years with effect from August 9, 2024. b. Mr. Harish Chandra Gupta (DIN: 00334405) as the Chairman and Managing Director of the Company for a tenure of 3 years with effect from April 1, 2025. c. Mr. Anurag Gupta (DIN: 00334160 as Jt. Managing Director of the Company for a tenure of 3 years with effect from April 1, 2025. d. Mr. Arvind Veer Gupta (DIN: 00334233) as Dy. Managing Director of the Company for a tenure of 3 years with effect from April 1, 2025.

Cessations: a. Dr. Ramesh Chandra Vaish (DIN: 01068196), Mr. Anand Board (DIN: 00679165) and Mr. Basant Seth (DIN: 02798529), ceased to be directors of the Company on completion of their respective term of office. b. Mrs. Kavita Bhatnagar (DIN: 10303852) has ceased due to resignation (personal reason) from the position of Independent Woman Director of the Company with effect from December 26, 2024.

Pursuant to the provisions of the Companies Act, 2013 read with the rules made thereunder and the Articles of Association of the Company, Mrs. Asha Gupta, Director (DIN: 00334345) retires from the Board by rotation, and being eligible offers herself for re-appointment. The Board recommends her re-appointment.

Necessary approval of the Members of the Company is being obtained at the ensuing AGM.

22

There were no other changes in the Key Managerial Personnel of the Company during the year.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In compliance with the Section 178 of the Act, read with the Rules issued thereunder and Regulation 19 of the Listing Regulations the Board has formulated and adopted a comprehensive Nomination and Remuneration Policy for its Directors, Key Managerial Personnel(s) and Senior Management and the same is available on the website of the Company at https://rotopumps.com/investors/policies/.

The appointment and remuneration of Directors is recommended by the Nomination & Remuneration Committee (NRC) and the remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy. The relevant information has been disclosed in the Corporate Governance report which forms part of this Annual Report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has laid down the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The performance evaluation of the Non-Independent Directors and Chairman of the Board was carried out by the Independent Directors in a separate meeting.

The Directors expressed their satisfaction with the evaluation process. Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors is satisfactory.

INDEPENDENT DIRECTORS AND THEIR MEETINGS

The Independent directors were provided an insight about their roles, duties, rights and responsibilities. They were given a fair idea and knowledge about the working, strategy and the organizational structure of the Company so that they could adapt to the company culture and contribute through active participation and interaction in a better manner. Your Companys Independent Directors meet at least once in a financial year without the presence of Executive Directors or Management Personnel. Such meetings are conducted to enable the Independent Directors to discuss matters pertaining to the Companys Affairs and put forth their views. During the year under review, one meeting of the Independent Directors was held on March 29, 2025 where all the independent directors were present.

BOARD, COMMITTEES AND THEIR MEETINGS

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, the Rules made thereunder and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further the Board has accepted the recommendations made by the Committees during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) The directors had 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 your Company at the end of the financial year and of the profit of your Company for the financial year; (c) The directors had 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 your Company and for preventing, detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis; (e) The directors had laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and were operating effectively; and (f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has formulated its Corporate Social Responsibility (CSR) Policy to undertake the CSR activities as specified in the Schedule VII to the Companies Act, 2013. CSR Policy is available at http:// www.rotopumps.com/investors/policies. The Annual Report on CSR activities for the financial year 2024-25 is annexed at Annexure - B.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress any complaint(s) of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Your Company has complied with the provisions of the Act relating to the constitution of Internal Complaints Committee.

During the year under review, no complaints of sexual harassment were reported to the Committee, nor were any disposed of. There were no cases pending as at the beginning or close of the financial year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees or director who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is afirmed that no personnel of your Company have been denied access to the Audit Committee. The policy has been adopted in compliance with the requirements of SEBI and Section 177(9) of the Companies Act, 2013 and the Rules thereunder including any amendment(s) thereto. The policy is available on the Companys website at https://rotopumps.com/investors/policies/.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

After the approval of the standalone and consolidated financial statements of your Company, Roto Pumps Africa Pty Ltd, the South African step-down subsidiary had reported on May 22, 2025 an embezzlement of money around _ 2.00 – 2.50 Crore by its erstwhile Director, Mr. Ravin Sewnarain, who had resigned on April 30, 2025, by manipulation of accounts in collusion with a Supplier. Based on the advice of the South African Attorney, engaged in the matter, for suitable option for legal recourse, your Company has initiated for execution of settlement agreement (acknowledgement of debt) by Mr. Ravin Sewnarain for adjustment of his due salary and repayment of the balance amount. After execution of the settlement agreement the, Attorney would file the same for issue of civil recovery decree executable effectively for recovery of the embezzled money. A civil recovery case would also be filed against such Supplier, who collided with Mr. Ravin Sewnarain to facilitate such embezzlement of money. Further, an internal investigation was carried out and it was found that the total amount involved in the said fraud is approximately _ 6.00 Crores and Audit Committee has advised to carry out further forensic investigation. Roto Overseas Pte Ltd, the wholly owned subsidiary of your Company in Singapore and the holding Company of the South African stepdown subsidiary has purchased 25% stake amount to Rand 500,000 at par value from the erstwhile Director of the South African stepdown subsidiary against adjustment of the purchase value to the receivable from the said erstwhile Director.

The aforesaid fraud came to light post approval and publication of financial results of the Company for the fourth quarter and financial year ended March 31, 2025. As a result, the said financial statements did not reflect the accounting impact of the said fraud. In the compliance with Ind-AS 8 – Accounting Policies, changes in accounting estimates and errors, the Company has restated its comparative consolidated financial figures to incorporate the necessary adjustments.

The brief details of restated consolidated financial statements are as under:

Consolidated Balance Sheet:

(Amount in INR Lakhs)

PARTICULARS	As at March 31, 2025	As at March 31, 2025 (Restated)
ASSETS
NON-CURRENT ASSETS
(a) Property, Plant and Equipment	8469.63	8469.63
(b) Capital work-in-progress	212.79	212.79
(c) Right- to- Use Assets	3019.06	3019.06
(d) Other Intangible assets	460.82	460.82
(e) Goodwill	78.50	78.50
(f) Other financial assets	50.00	50.00
(g) Deferred Tax Assets (Net)	201.06	201.86
(h) Other Non Current Assets	646.34	646.34
TOTAL NON-CURRENT ASSETS	13138.20	13138.99
CURRENT ASSETS
(a) Inventories	5572.37	5435.49
(b) Financial Assets
(i) Trade receivables	7274.10	7357.98
(ii) Cash and cash equivalents	2355.64	2355.64
(iii) Bank balances other than (ii) above	595.77	595.77
(iv) Loans	20.56	20.56
(v) Other financial assets	184.81	184.77
(c) Other current assets	2828.14	2868.22
TOTAL CURRENT ASSETS	18831.39	18818.45
TOTAL ASSETS	31969.59	31957.45
EQUITY AND LIABILITIES
EQUITY

 

PARTICULARS	As at March 31, 2025	As at March 31, 2025 (Restated)
a) Equity Share Capital	628.15	628.15
b) Other Equity	21453.35	21496.96
c) Non Controling Interest	127.49	80.91
TOTAL EQUITY	22208.99	22206.02
NON-CURRENT LIABILITIES
(a) Financial Liabilities
(i) Borrowings	276.43	276.43
(ii) Lease Liabilities	1083.32	1083.32
(b) Provisions	78.94	78.94
TOTAL NON-CURRENT LIABILITIES	1438.69	1438.69
CURRENT LIABILITIES
(a) Financial Liabilities
(i) Borrowings	2784.92	2784.92
(ii) Lease Liabilities	341.30	341.30
(iii) Trade payables
Total outstanding dues of micro
	436.15	436.15
enterprises and small enterprises
Total outstanding dues of creditors
other than micro enterprises and small	1601.45	1601.30
enterprises
(iv) Other financial liabilities (other than
	9.52	9.52
those specified in item (b))
(b) Other current liabilities	1590.27	1590.27
(c) Provisions	340.64	340.64
(d) Current Tax Liabilities (Net)	1217.66	1,208.68
TOTAL CURRENT LIABILITIES	8321.91	8312.79
TOTAL EQUITY AND LIABILITIES	31969.59	31957.50

Consolidated statement profit and loss account

	Financial Year ended
Sl. Particulars	31-03-2025	31-03-2025
	Audited	(Restated)
1 a. Revenue from Operation	29793.75	29,387.20
b. Other income	363.23	363.23
Total income	30156.98	29,750.43
2 Expenses
a. Cost of materials consumed	10236.13	9,738.66
b. Changes in inventories of finished goods and work in progress	(78.31)	58.57
c. Employee benefits expenses	7781.69	7,781.69
d. Finance costs	408.97	408.97
e. Depreciation and amortization expense	1854.70	1,854.70
f. Other expenses	5512.14	5512.14
Total Expenses	25715.32	25354.74
3 Profit / (Loss) before tax	4441.66	4395.70
4 Tax expenses
a. Current tax	1322.65	1281.12
b. Deferred tax	(96.30)	(97.10)
c. Short / (Excess) provisions for previous years	(151.96)	(151.96)
5 Net Profit / (Loss) after tax	3367.27	3363.64
6 Other Comprehensive Income
a. Items that will not be reclassified to profit / (loss)
i. Re-measurement of defined benefit plans	(66.95)	(66.95)
ii. Change in Foreign Currency monetary item translation difference account (FCMITDA)	(89.77)	(89.12)
b. Income tax relating to items that will not be reclassified to profit or loss
Re-measurement of defined benefit plans	(16.83)	(16.83)
7 Total Other Comprehensive Income	(173.55)	(172.90)
8 Total Comprehensive Income for the period	3193.72	3190.74
Profit / (Loss) for the year attributable to
Owners of the Parent	3336.46	3379.57
Non-Controlling Interest	30.81	(15.93)
	3367.27	3,363.64
Other Comprehensive Income attributable to
Owners of the Parent	(158.54)	(158.05)
Non-Controlling Interest	(15.01)	(14.85)
	(173.55)	(172.90)
Total Comprehensive Income attributable to
Owners of the Parent	3177.92	3221.52
Non-Controlling Interest	15.80	(30.78)
9 Paid-up Equity Share Capital (Face value _ 1/- per Share)	628.15	628.15
10 Earning per Share (EPS) - basic and diluted (in _)	5.36	5.35

Consolidated Cash Flow Statement:

	Financial Year ended
Sl. Particulars	31-03-2025	31-03-2025
	Audited	(Restated)
A CASH FLOW FROM OPERATING
ACTIVITIES:
Net Profit / (Loss) before tax	4441.66	4,395.70
Adjustment for :
Depreciation	1854.70	1,854.70
Finance Cost	272.35	272.35
Interest on Lease Liabilities	136.62	136.62
Interest Income	(71.69)	(71.69)
Net (gains)/loss on disposal of property, plant and equipment	(23.16)	(23.16)
Re-measurement of defined benefit liabilities	(66.95)	(66.95)
Net (gains)/loss on fair valuation of derivative contracts	(2.15)	(2.15)
Net gains/(loss) on foreign currency translation	(89.94)	(89.29)
Adjustment for ROU	12.20	12.20
Operating Profit / (Loss) before Working Capital	6463.64	6,418.33
Changes
Movement in working capital
Adjustments for (increase)/ decrease in operating assets:
Inventories	(95.26)	41.62
Trade receivables	(1292.31)	(1,376.18)
Loans	(6.69)	(6.69)
Other current financial assets	67.00	67.00
Other current assets	(90.10)	(97.51)
Adjustments for increase/ (decrease) in operating liabilities:
Trade payables	244.80	244.64
Other current financial liabilities	(2.14)	(2.14)
Other current liabilities	(188.11)	(188.11)
Provisions	106.25	106.25
Cash generated from operations (A)	5207.08	5,207.23
Direct Tax Paid (Net)	(1589.92)	(1,590.05)
Net cash generated from operating activities	3617.16	3,617.18
B CASH FLOW FROM INVESTING
ACTIVITIES:
Payment of Property, Plant and	(2126.09)	(2126.09)
Equipment including Capital
Work In Progress
Proceeds from disposal of	56.62	56.62
Property, Plant and Equipment
Interest Received	71.69	71.69
Net (Gain)/Loss on fair valuation of derivative contract	2.15	2.15
Net Cash used in Investing	(1995.63)	(1995.63)
Activities (B)
C CASH FLOW FROM FINANCING
ACTIVITIES:
Proceeds from Non-Current borrowings	94.65	94.65
Repayments of Current borrowings	(611.44)	(611.44)
Payment of lease liabilities	(450.48)	(450.48)
Interest Paid	(272.35)	(272.35)
Dividend Paid	(590.48)	(590.48)
Net Cash used in Financing	(1830.10)	(1830.10)
Activities
Net increase in Cash and Cash	(208.57)	(208.56)
Equivalents (A+B+C)
Cash and Cash Equivalents as at the beginning of the year	3159.98	3159.98
Cash and Cash Equivalents as at the end of the year	2951.41	2951.42

Except to the above, there have been no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year as on March 31, 2025, to which the financial statements relate and the date of this report. There has been no change in the nature of business of the Company.

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

Your Company has complied with the requirements of the mandatory secretarial standards issued by the Institute of Company Secretaries of India (ICSI).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS

No significant and material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

AUDITORS AND THEIR REPORTS

a. Statutory Auditors

M/s. R. N. Marwah & Co. LLP, Chartered Accountants, New Delhi (Firm Registration no. 001211N/N500019) were re-appointed as the Statutory Auditors of the Company for a period of five years to hold office from the conclusion of the 47th AGM till the conclusion of the 52nd AGM of the Company to be held in the year 2027 by the Members of the Company at their AGM held on September 29, 2022.

Statutory Auditors have expressed their unmodified opinion on the Standalone & Consolidated Financial Statements and their Reports do not contain any qualifications, reservations, adverse remarks or disclaimer.

b. Branch Auditors

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U.K., M/s Eric Townsend & Co., Chartered Accountants, Australia and M/s Laytons, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing AGM. The Board of Directors of your Company is seeking authority to appoint Branch Auditors for the financial year 2025-26.

c. Cost Auditor

In terms of the provisions of Section 148(1) of the Companies Act, 2013, your Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2025.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board, on the recommendation of the Audit Committee, at its meeting held on August 14, 2025, has approved the appointment of M/s. Chandra Wadhwa & Co., Cost Accountant, New Delhi (Firm Registration No 00239) as the Cost Auditors for the Company for the financial year ending March 31, 2026. Rati_cation of remuneration of the Cost Auditor for the financial year 2025-26 by the Shareholders of your Company is being sought at the ensuing AGM.

They are the Cost Auditor of your Company for the financial year 2024-25.

The Report of the Cost Auditor for the financial year ended March 31, 2025 shall be filed with the Ministry of Corporate Affairs within the prescribed period.

d. Secretarial Auditors

M/s Dayal & Maur, Company Secretaries, New Delhi have been appointed as the Secretarial Auditors of your Company to carry out the secretarial audit for the year under review. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed at Annexure- C. There is no qualification, reservations, adverse remarks or disclaimer in the report of the Secretarial Auditors.

Further, pursuant to the provisions of the Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and basis the recommendation of the Audit Committee, the Board of Directors of your Company has appointed M/s Dayal & Maur, Company Secretaries as Secretarial Auditors of the Company for a term of five (5) consecutive financial years (FY) commencing from FY 2025-26 to FY 2029-30, subject to the approval of Members in ensuing AGM.

A brief profile and other relevant details of M/s Dayal & Maur, Company Secretaries have been separately disclosed in the Notice of the AGM. The firm has provided its consent to act as Secretarial Auditors and confirmed that the proposed appointment, if approved, will be within the prescribed limits under applicable laws. They have further afirmed that they are not disqualified for such appointment under the provisions of the Companies Act, 2013, the applicable rules, and the SEBI Regulations.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

None of the auditors of the Company have reported any frauds to the Audit Committee or to the Board of Directors as specified under Section 143(12) of the Act, including the Rules framed thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished at Annexure – D.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act, along with the Schedule and Rules issued thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Further they have complied with the Code for Independent Directors prescribed under Schedule IV of the Act and they have registered themselves with the Independent Directors database maintained by the Indian Institute of Corporate Affairs (IICA). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

BOARD INDEPENDENCE

Your Companys definition of ‘Independence of Directors is derived from Regulation 16(1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The brief profiles of the Independent Directors of the Company have been placed on the website of the Company and can be accessed through: https://rotopumps.com/board-composition/.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished at Annexure - E.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is furnished at Annexure - F.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, as amended by the Companies (Amendment) Act, 2017 a copy of the Annual Return has been placed on the website of the Company and can be accessed through the web-link: https://www.rotopumps.com/ investors/annual-returns/ under the head Annual Returns.

CORPORATE GOVERNANCE

The Management Discussion and Analysis and the Report on Corporate Governance, as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V thereof, form part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT _BRSR_

The Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, as required under Regulation 34 (2) (f) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR.

During the year under review, no such application has been made or any proceeding pending against your Company.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE_TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS.

During the year under review your Company hasnt entered into any one-time settlement.

OTHER DISCLOSURES

(a) The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

(b) There was no revision of financial statements and Boards Report of the Company during the year under review.

(c) Your Company is in compliance with the provisions relating to the Maternity Benefit Act 1961.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to the Bankers, Business Associates, Consultants and various Government Authorities for their continued support extended to your Companys activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their valuable support and confidence reposed in the Company.

	For and on behalf of the Board of Directors of
	Roto Pumps Limited
	Harish Chandra Gupta
Place: Delhi	Chairman& Managing Director
Date: 14.08.2025	DIN: 00334405