Oswal Agro Mills Ltd. — Proxy Solicitation & Information Statement 2026

Mar 5, 2026

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OAML/ND/2026

March 05, 2026

Electronic Filing

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1, Dalal Street Block G, Bandra-Kurla Complex, Bandra (E) Mumbai-400 001 Mumbai-400 051 Scrip Code: 500317 Trading Symbol: OSWALAGRO

Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) – Postal Ballot Notice

Dear Sir/ Madam,

Pursuant to regulation 30 of SEBI Listing Regulations, please find attached herewith a copy of Postal Ballot Notice dated February 25, 2026, along with the explanatory statement, seeking approval of the members of the Company on the resolutions as specified in the notice, by way of remote e-voting process (“e-voting”) in compliance with the relevant circulars issued by the Ministry of Corporate Affairs (“MCA”) and the Securities & Exchange Board of India (“SEBI”) in this regard.

Postal Ballot Notice is being sent only through electronic mode to all the members whose e-mail address is registered with the Company / Company’s Registrar and Transfer Agent / Depository Participants / Depositories as on February 27, 2026 (‘ Cut-off Date ’).

The Company has engaged NSDL for facilitating remote e-voting to enable the Members to cast their votes electronically. The e-voting facility will be available during the following period:

Commencement of e-voting: 09:00 a.m. (IST) on Friday, March 06, 2026 End of e-voting: 05:00 p.m. (IST) on Saturday, April 04, 2026

The Postal Ballot Notice is also available on the Company's website at www.oswalagromills.com This is for your information and appropriate dissemination.

Thanking you.

For Oswal Agro Mills Limited

PAYAL Digitally signed by PAYAL AGARWAL AGARWAL Date: 2026.03.05 14:31:41 +05'30'

Payal Agarwal Company Secretary & Compliance Officer

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OSWAL AGRO MILLS LIMITED CIN: L15319PB1979PLC012267

Registered Office : Near Jain Colony, Vijay Inder Nagar, Daba Road, Ludhiana-141003 (Punjab) Corporate Office: 7[th] Floor, Antriksh Bhawan, 22, Kasturba Gandhi Road, New Delhi-110001 Phone: +91-161-5002238; +91-11-23753652 ; Fax: +91-11-23716276 Website: www.oswalagromills.com ; Email: oswal@oswalagromills.com

NOTICE OF POSTAL BALLOT [Pursuant to Section 110 and 108 of the Companies Act, 2013 read with rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Members,

NOTICE is hereby given pursuant to the provisions of Section 110, 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘Act’) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘Rules’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (‘SS-2’), each as amended, General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020 and General Circular No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (‘MCA Circular’) for holding general meetings/ conducting postal ballot process through e-voting and any other applicable law, act, rules, regulations, circulars, and notifications (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the resolutions set out below are proposed to be passed by the Members of Oswal Agro Mills Limited (the “Company”) by means of Postal Ballot, only by way of remote electronic voting (“evoting” or “remote e- voting”) process.

The detailed Explanatory Statement setting out the material facts concerning the Resolutions and instructions for remote e-voting, are annexed to this Notice.

SPECIAL BUSINESS:

1. To approve appointment of Ms. Shreya Choudhary (DIN:11469420) as Whole time Director and Chief Executive Officer(CEO) of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“ RESOLVED THAT the provisions of Sections 149, 152, 161, 196, 197, 198, 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and as per relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (including any amendments thereto or re-enactment thereof, for the time being in force) and Article of Association of the Company, Ms. Shreya Choudhary (DIN:11469420), who was appointed as an Additional director in category of Whole time Director & CEO of the Company in terms of Section 161(1) of the Companies Act, 2013 and who holds office up to the date of the next Annual General Meeting or three months from the date of her appointment, whichever is earlier and being eligible for appointment and based on the recommendations of Nomination and Remuneration Committee and Board of Directors of the Company, be and is hereby appointed as a Whole time Director designated as Executive Director and CEO of the Company for a term of 3(three) years w.e.f January 07, 2026 on the following terms and conditions, including remuneration and perquisites:

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1. Remuneration of Rs. 5,00,000 (Rupees Five Lakh only) per month.

2. Other terms and conditions:

3. a) No sitting fees shall be payable to Ms. Shreya Choudhary for attending meetings of the Board or any Committee thereof.

4. b) She shall be liable to retire by rotation during her tenure as Whole time Director

5. c) She shall be responsible for the overall management and day-to-day operations of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company or a Committee thereof be and is hereby authorized to vary and/or revise the remuneration of Ms. Shreya Choudhary to the extent the Board of Directors may consider appropriate and as may be permitted or authorized in accordance with any provisions under the Act for the time being in force, provided, however, that the remuneration payable to Ms. Shreya Choudhary shall be within the limits set out in the said Act including the Schedule V to the Act or any amendments thereto or any modification(s) or statutory re-enactment(s) thereof and/or any rules or regulations framed there under and the terms of the appointment letter issued by the company to Ms. Shreya Choudhary shall be suitably modified to give effect to such variation or increase as the case may be.

RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year of the Company during the currency of her appointment as Whole time Director, the remuneration set out in the aforesaid letter of appointment be paid or granted to Ms. Shreya Choudhary as minimum remuneration provided that the total remuneration by way of salary and other allowances, if any shall not exceed the ceiling provided in Section II(A) of Part II of Schedule V to the said Act or such other amount as may be provided in the said Schedule V as may be amended from time to time or any equivalent statutory re-enactment thereof.

RESOLVED FURTHER THAT any one of the Director or any other Key Managerial Personnel of the Company, be and is hereby authorized to sign and submit the necessary application and forms with appropriate authorities and to perform all such acts, deeds and things as they may in their absolute discretion deem necessary or desirable for and on behalf of the Company for the purpose of giving effect to aforesaid resolution.”

2. Approval of payment of annual remuneration to Mr. Shael Oswal, Non-Executive Director & Vice Chairperson of the Company

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the Regulation 17(6)(ca) and other applicable provisions of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the applicable provisions of the Companies Act, 2013 read with relevant rules, if any, (including any statutory modification or re- enactment thereof, for the time being in force), and based on the recommendation of the Nomination & Remuneration committee and board of directors of the Company, the consent of the members be and is hereby accorded for the payment of remuneration as mentioned below to Mr. Shael Oswal (DIN: 00256956), Non-executive director of the Company during the financial year 2026-27 exceeding fifty percent of the total remuneration payable to all Non-executive directors of the Company during the financial year 2026-27.

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Details of remuneration payable to Mr. Shael Oswal is as follows:

Remuneration:
Remuneration	Rs. 25,00,000/- per month
Perquisites:
Insurance	Accidental & Health Insurance Policy as per the
	Rules of the Company
Car	Car with chauffeur
Club membership	Club membership for official purpose
Entertainment expenses	Reimbursement of actual expenses incurred for
	official entertainment
Stock Options	NA

RESOLVED FURTHER THAT any one of the Director or any other Key Managerial Personnel of the Company, be and is hereby authorized to sign and submit the necessary application and forms with appropriate authorities and to perform all such acts, deeds and things as they may in their absolute discretion deem necessary or desirable for and on behalf of the Company for the purpose of giving effect to aforesaid resolution.”

By order of the Board of Directors For Oswal Agro Mills Limited

Sd/Payal Agarwal Company Secretary M. No.: A71645

Place: New Delhi Date: February 25, 2026

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Notes:

1. The relevant Explanatory Statement pursuant to Section 102 read with Section 110 and 108 of the Act and Rules 20 and 22 of the Rules, each as amended, setting out the material facts relating to the aforesaid Resolutions and the reasons thereof, is annexed hereto and forms part of this Notice.

2. In compliance with the MCA Circular, the Company is sending this Notice only in electronic form to those Members whose names appear in the Register of Members/List of Beneficial Owners as received from the Depositories/RTA as on Friday, February 27, 2026 (‘Cut-Off date’) and whose email addresses are registered with the Company/ RTA/ Depositories or who will register their email address in accordance with the process outlined in this Notice. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off date.

3. In case of joint holders, the Member whose name appears higher in the order of names as per the Register of Members of the Company will be entitled to vote.

4. As per the MCA Circulars, physical copies of the Postal Ballot Notice, postal ballot forms and prepaid business reply envelopes are not being sent to Members for this postal ballot. Members are requested to provide their assent or dissent through Remote E-Voting only. The Company has engaged the services of NSDL to provide Remote E-Voting facility to its member.

5. Only those Members whose names are appearing in the Register of Members/ List of Beneficial Owners as on the Cut-Off date shall be eligible to cast their votes through postal ballot by remote e- voting. A person who is not a member on the Cut-Off date should treat this Notice for information purposes only. It is however clarified that, all Members of the Company as on the Cut-Off date (including those Members who may not have received this Notice due to non- registration of their email addresses with the Company/RTA/Depositories) shall be entitled to vote in relation to the aforementioned Resolutions in accordance with the process specified in this Notice.

6. The Company is providing remote e-voting facility to its members, to enable the Members to cast their votes electronically. The detailed procedure with respect to remote e-voting is mentioned in Note No. 17 of this Notice.

7. The remote e-voting shall commence on Friday, March 06, 2026 at 09:00 a.m. (IST) and shall end on Saturday, April 04, 2026 at 05:00 p.m. (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off date may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter.

8. A copy of this Notice is also available on the website of the Company at www.oswalagromills.com , the website of BSE Limited (‘BSE’) at www.bseindia.com and National Stock Exchange of India Limited (‘NSE’) at www.nseindia.com , on which the equity shares of the Company are listed and on the website of NSDL at www.evoting.nsdl.com.

9. The vote in this Postal Ballot cannot be exercised through proxy.

10. Members desirous of inspecting the documents referred to in the notice or explanatory statement may send their requests to cs@oswalagromills.com from their registered email addresses mentioning their name, folio numbers/DP ID and Client ID, until the last date of remote e-voting of this Postal Ballot i.e. Saturday, April 04, 2026.

11. The Company has appointed Mr. Jay Mehta, Company Secretary in Practice (Membership no. FCS 8672 & COP No. 8694) and Proprietor of M/s. Jay Mehta & Associates, Mumbai, as Scrutinizer for

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conducting the Postal Ballot, through e-voting process, in a fair and transparent manner and Mr. Jay Mehta has communicated his willingness to be appointed and will be available for the said purpose. The Scrutinizer’s decision on the validity of the votes cast in the Postal Ballot shall be final. The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairperson of the Company or any person authorised by her. The results of e-voting will be announced on or before Monday, April 06, 2026 and displayed on the website of the Company www.oswalagromills.com and on the website of NSDL immediately after the declaration of results by the Chairperson or any person authorized by her in writing. The results shall also be forwarded to the stock exchanges where the shares of the Company are listed.

1. The resolution, if passed by the requisite majority, shall be deemed to have been passed on Saturday, April 4, 2026, i.e. the last date specified for receipt of votes through the Remote E- voting process. The resolution passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members.

2. After sending the notice of Postal ballot through email, an advertisement shall be published in English newspaper and in vernacular newspaper in Punjabi language, each with wide circulation in the district, where the Registered Office of the Company is situated, pursuant to Rule 22 of the Companies (Management and Administration) Rules, 2014 and the same will also be uploaded on the Company’s website: www.oswalagromills.com

3. Those Members who have already registered their email addresses are requested to keep the same validated with their DPs/Depositories/RTA to enable serving of notices/ documents/ Annual Reports and other communications electronically to their email address in future.

4. Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

5. I. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to cs@oswalagromills.com.

6. II. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to cs@oswalagromills.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e- Voting for Individual shareholders holding securities in demat mode .

7. III. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

8. IV. In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account to access e-Voting facility.

9. Once the vote on the Resolution is cast by the Members, the Members shall not be allowed to change it subsequently.

10. The instructions for equity shareholders for remote e-voting are as under:

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are

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mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e- Voting facility.

Login method for individual shareholders holding securities in demat mode is given below :

Type of shareholders	Type of shareholders		Login Method
Individual Shareholders			1. Existing IDeAS user can visit the e-Services website of NSDL Viz.
holding	securities	in	https://eservices.nsdl.comeither on a Personal Computer or on a
demat mode with NSDL.			mobile. On the e-Services home page click on the “Beneficial
			Owner” icon under “Login” which is available under ‘IDeAS’
			section, this will prompt you to enter your existing User ID and
			Password. After successful authentication, you will be able to see
			e-Voting services under Value added services. Click on “Access to
			e-Voting” under e-Voting services and you will be able to see e-
			Voting page. Click on company name or e-Voting service provider
			i.e. NSDL and you will be re-directed to e-Voting website of NSDL
			for casting your vote during the remote e-Voting period.
			2. If you are not registered for IDeAS e-Services, option to register is
			available at https://eservices.nsdl.com. Select “Register Online for
			IDeAS Portal” or click at
			https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
			3. Visit the e-Voting website of NSDL. Open web browser by typing
			the following URL: https://www.evoting.nsdl.com/ either on
			a Personal Computer or on a mobile. Once the home page of e-
			Voting system is launched, click on the icon “Login” which is
			available under ‘Shareholder/Member’ section. A new screen will
			open. You will have to enter your User ID (i.e. your sixteen digit
			demat account number hold with NSDL), Password/OTP and a
			Verification Code as shown on the screen. After successful
			authentication, you will be redirected to NSDL Depository site
			wherein you can see e-Voting page. Click on company name or e-
			Voting service provider i.e. NSDL and you will be redirected to e-
			Voting website of NSDL for casting your vote during the remote e-
			Voting period.
			4. Shareholders/Members can also download NSDL Mobile App
			“NSDL Speede” facility by scanning the QR code mentioned below
			for seamless voting experience.

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Individual Shareholders	Individual Shareholders	Individual Shareholders	Individual Shareholders	1. Users who have opted for CDSL Easi / Easiest facility, can login
holding	securities		in	through their existing user id and password. Option will be
demat mode with		CDSL		made available to reach e-Voting page without any further
				authentication. The users to login Easi/ Easiest are requested to
				visit CDSL website www.cdslindia.com and click on login icon &
				New System Myeasi Tab and then user your existing my easi
				username & password.
				2. After successful login the Easi / Easiest user will be able to see the
				e-Voting option for eligible companies where the evoting is in
				progress as per the information provided by company. On clicking
				the evoting option, the user will be able to see e-Voting page of
				the e-Voting service provider for casting your vote during the
				remote e-Voting period. Additionally, there is also links provided
				to access the system of all e-Voting Service Providers, so that the
				user can visit the e-Voting service providers’ website directly.
				3. If the user is not registered for Easi/Easiest, option to register is
				available at CDSL website www.cdslindia.com and click on login &
				New System Myeasi Tab and then click on registration option.
				4. Alternatively, the user can directly access e-Voting page by
				providing Demat Account Number and PAN No. from a e-Voting
				link available onwww.cdslindia.comhome page. The system will
				authenticate the user by sending OTP on registered Mobile &
				Email as recorded in the Demat Account. After successful
				authentication, user will be able to see the e-Voting option where
				the e-Voting is in progress and also able to directly access the
				system of all e-Voting Service Providers
Individual Shareholders				You can also login using the login credentials of your demat account
(holding	securities		in	through your Depository Participant registered with NSDL/CDSL for e-
demat	mode)	login		Voting facility. upon logging in, you will be able to see e-Voting
through their depository				option. Click on e-Voting option, you will be redirected to NSDL/CDSL
participants				Depository site after successful authentication, wherein you can see
				e-Voting feature. Click on company name or e-Voting service provider
				i.e. NSDL and you will be redirected to e-Voting website of NSDL for
				casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual	Shareholders	Members facing any technical issue in login can contact NSDL helpdesk
holding	securities in	by sending a request atevoting@nsdl.comor call at 022 - 4886 7000
demat mode with NSDL
Individual	Shareholders	Members facing any technical issue in login can contact CDSL helpdesk
holding	securities in	by sending a request athelpdesk.evoting@cdslindia.comor contact at
demat with CDSL		toll free no. 1800-21-09911

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• B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding shares i.e.	Your User ID is:
Demat (NSDL or CDSL) or Physical
a) For Members who hold shares	8 Character DP ID followed by 8 Digit Client ID
in demat account with NSDL.
	For example if your DP ID is IN300*** and Client ID is
	12** then your user ID is IN30012*.
b) For Members who hold shares	16 Digit Beneficiary ID
in demat account with CDSL.
	For example if your Beneficiary ID is 12**
	then your user ID is 12**
c)For Members holding shares	EVEN Number followed by Folio Number registered with
in Physical Form.	the company
	For example if folio number is 001*** and EVEN is 101456
	then user ID is 101456001***

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

5. (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

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• (ii) If your email ID is not registered, please follow steps mentioned below in process for those

• shareholders whose email ids are not registered

• If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  • a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  • b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  • c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e- Voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Corporate and Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to jay@csjaymehta.in with a copy marked to evoting@nsdl.com.

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

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1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, National Securities Depository Limited, ‘A’ Wing , 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai-400013, at designated email id- at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to cs@oswalagromills.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to cs@oswalagromills.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .

3. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account to access e-Voting facility.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013, SECRETARIAL STANDARD-2 AND ADDITIONAL DISCLOSURE AS REQUIRED UNDER THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND CIRCULARS ISSUED THEREUNDER

Item No. 1

The Board of Directors at their meeting held on January 07, 2026 and based on the recommendations of the Nomination & Remuneration Committee approved the appointment Ms. Shreya Choudhary (DIN: 11469420) as an Additional Director in category of Whole time Director and CEO of the Company for a period of three (3) years, commencing from January 07, 2026 subject to the approval of members of the Company and such other necessary approval(s) as may be required. Further the Company has received a notice in writing from a member under section 160 of the Act proposing the candidature of Ms. Shreya Choudhary for the office of Director of the Company.

The Company has received requisite consent(s)/intimation(s)/disclosure(s) as required under the Act

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and the rules made thereunder from Ms. Shreya Choudhary (DIN: 11469420) and she is not disqualified from being appointed as director in terms of Section 164 of the Act. Further, Ms. Shreya Choudhary is not debarred from holding the office of a director by virtue of any Securities and Exchange Board of India order or any such other authority.

Ms. Shreya Choudhary is the member of Institute of Chartered Accountant of India having strong experience in financial management, direct and indirect taxation and financial reporting across diverse industry sectors. Her professional experience includes efficient compliance with various statutory and regulatory requirement. She is known for her strong analytical and research skills, attention to detail, and ability to interpret complex financial and tax regulations to support effective decision-making.

The Board is of the opinion that the appointment of Ms. Shreya Choudhary (DIN: 11469420) as a Whole time Director & CEO of the Company would be of immense benefit to the Company and accordingly it recommends a Special Resolution for the proposed appointment and payment of remuneration, as set out at Item No. 1 of this Notice, for approval by the Members.

Relevant documents setting out the terms and conditions of the appointment of the Whole time Director and CEO of the Company would be available for inspection by the Members at the registered office/ corporate office of the Company on any working day during business hours.

Except Ms. Shreya Choudhary, none of the other Director(s) or Key Managerial Personnel(s) of the Company or their relatives, is in any way, concerned or interested, financially or otherwise, in this resolution

Statement in terms of Section II of Part II of Schedule V of the Companies Act, 2013:

I. General Information:

S. No.	Particulars			Ms. Shreya Choudhary (Proposed Whole time Director & CEO)	Ms. Shreya Choudhary (Proposed Whole time Director & CEO)
1.	Nature of industry			The Company is engaged in commodity	trading and
				development of real estate projects.
2.	Date or	expected		The Company had commenced its business in the	year 1980.
	date		of
	commencement		of
	commercial
	Production
3.	In case	of	new	Not Applicable
	companies, expected
	date of
	commencement		of
	activities	as	per
	project approved by
	financial	institutions
	appearing	in	the
	prospectus

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4.	Financial performance	Financial performance	Financial performance				(Amt. in Rs. lakhs)	(Amt. in Rs. lakhs)
	based	on	given	Particulars		FY 24-25	FY 23-24	FY 22-23
	indicators
				Revenue	from	16,176.69	186.73	2795.34
				operation
				Profit before Tax		14,557.37	390.83	1603.73
				Profit after Tax		10,882.44	175.36	938.17
				Earnings	per	8.11	0.13	0.70
5.	Foreign investments			Not Applicable
	or collaborations, if
	any

II. Information about Ms. Shreya Choudhary- Proposed Whole time Director & CEO:

6.	Background details	Ms. Shreya Choudhary (DIN: 11469420) is a qualified
		member of the Institute of Chartered Accountants of
		India with strong expertise in accounting, finance, and
		taxation. She has significant experience in financial
		management, direct and indirect taxation, and financial
		reporting. She has handled statutory and regulatory
		compliances, financial statements, tax planning,
		budgeting, and internal controls. With strong analytical
		skills and sound regulatory knowledge, she brings
		strategic financial insight and discipline to the
		organization. Ms. Shreya is well-equipped to contribute
		effectively to the Company’s long-term growth and
		success.
7.	Past remuneration	NIL
8.	Recognition or awards	None
9.	Job profile and his suitability	Ms. Shreya Choudhary is the member of Institute of
		Chartered Accountant of India having strong experience
		in financial management, direct and indirect taxation
		and financial reporting across diverse industry sectors.
		Her professional experience includes efficient
		compliance with various statutory and regulatory
		requirement. She is known for her strong analytical and
		research skills, attention to detail, and ability to interpret
		complex financial and tax regulations to support
		effective decision-making.
		As a Whole-time director & CEO of Oswal Agro Mills
		Limited, Ms. Shreya Choudhary would be responsible for
		overseeing the Company’s overall operations, strategic
		planning and financial management. Her finance
		specialization and a vast work experience would enable
		the Company to make informed decisions and faster
		sustainable growth. The Company expects to achieve
		new height under her guidance.

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10.	Remuneration proposed	(As mentioned in the Resolution no. 1 in this notice).
11.	Comparative remuneration	The Nomination & Remuneration Committee and the
	profile with respect to	Board of the Company had, while approving and
	industry, size of the Company,	recommending the said remuneration of Ms. Shreya
	profile of the position and	Choudhary considered the financial position and size of
	person (in case of	the Company, trend in other Companies, trends in the
	expatriates the relevant	managerial remuneration, her qualifications,
	details would be with respect	experience, profile and responsibilities.
	to the country of his origin)
12.	Pecuniary relationship directly	Besides the remuneration proposed, Ms. Shreya
	or indirectly with the	Choudhary doesn’t have any pecuniary relationship
	Company, or relationship with	directly or indirectly with the Company. Ms. Shreya
	the managerial personnel,	Choudhary is not related to any other Director or
	if any.	Managerial Personnel of the Company.

III.Other information:

Other	information:	information:
13.	Reasons of loss or inadequate		The Company has shown a profit from its operations in the
	profits		current year and it is expected to earn profits in the future
			years also.
14.	Steps taken or proposed to be		The Company has implemented a strategic plan that focuses
	taken for improvement		on diversification and efficiency. Further, the Company has
			shown a profit from its operations in the current year and it is
			expected to earn profits in the future years also.
15.	Expected increase	in	In view of the steps taken by the Company as stated
	productivity and profits	in	above, the Company believes that there will be significant
	measurable terms		increase in productivity and profitability in the years to
			come.

INFORMATION REGARDING THE PROPOSED DIRECTOR IN PURSUANCE OF REGULATION 36 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD 2 ISSUED BY ICSI:

ANDARD 2 ISSUED BY ICSI:
Name of Director (DIN)	Ms. Shreya Choudhary
	(DIN:11469420)
Category	Executive Director
Date of Birth & Age	March 13, 2002 (23 years as on February 25, 2026)
Qualification	Chartered Accountant (ICAI)
Brief Resume and expertise/	Ms. Shreya Choudhary is the member of Institute of Chartered
experience of Director	Accountant of India having strong experience in financial
	management, direct and indirect taxation and financial reporting
	across diverse industry sectors. Her professional experience
	includes efficient compliance with various statutory and
	regulatory requirement. She is known for her strong analytical
	and research skills, attention to detail, and ability to interpret
	complex financial and tax regulations to support effective
	decision-making.
	As a Whole-time director & CEO of Oswal Agro Mills Limited, Ms.

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	Shreya Choudhary would be responsible for overseeing the
	Company’s overall operations, strategic planning and financial
	management. Her finance specialization and a vast work
	experience would enable the Company to make informed
	decisions and faster sustainable growth.
Date of first appointment on the	January 07, 2026
Board
Expertise in specific functional areas	Finance and Taxation
Relationship with other Directors	None
inter-se and Key Managerial
Personnel
Details of Board Meeting attended	1
by the Directors during the year
Terms & conditions of	Executive Director, liable to retire by rotation
appointment along with
Remuneration
Remuneration last drawn	NIL
Remuneration proposed to be	(As mentioned in the Resolution no. 1 of this Notice).
Paid
Directorship held in other	NA
companies (along with listed
entities from which the person has
resigned in the past three years)
{excluding foreign companies}#
List of the Committees of Board of	NA
Directors (across all companies) in
which Chairmanship/ Membership
is held
No. of equity shares held	NIL

#As per latest disclosure received from the Director

Item No.2

The Members of the Company had approved the appointment and remuneration of Mr. Shael Oswal (DIN: 00256956) as Director (Non-Executive & Non-Independent) and Vice Chairperson of the Company through Postal Ballot on August 14, 2025. There has been no change in the annual remuneration payable to Mr. Shael Oswal, and the present resolution is being proposed pursuant to Regulation 17(6)(ca) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 17(6)(ca) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the approval of shareholders by special resolution shall be obtained every financial year, in which the annual remuneration payable to a single non-executive director exceeds fifty per cent of the total annual remuneration payable to all non-executive directors.

In compliance with the aforesaid provision, the Company seeks the approval of the shareholders for payment of remuneration to Mr. Shael Oswal, which is likely to exceed fifty percent (50%) of the total remuneration payable to all the Non-Executive Directors of the Company for the financial year 2026-27.

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The Board of Directors recommends the Resolution set out under Item No. 2 of this Notice for approval of the Members by way of a Special Resolution.

Except Mr. Shael Oswal, Mrs. Aruna Oswal and their relatives, none other Director(s) and Key Managerial Personnel(s) of the Company or their relatives, is in any way, concerned or interested, financially or otherwise, in this resolution.

By order of the Board of Directors For Oswal Agro Mills Limited

Sd/Payal Agarwal Company Secretary M. No.: A71645

Place: New Delhi Date: February 25, 2026

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