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Oswal Pumps Limited Proxy Solicitation & Information Statement 2026

May 21, 2026

59490_rns_2026-05-21_06797048-806c-4336-94ba-b8fb6c5aa34c.pdf

Proxy Solicitation & Information Statement

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OSWAL PUMPS & MOTORS

Solar | Domestic | Agriculture | Industrial

True Partner!

Oswal Pumps Ltd.

IAF

NARCH

An ISO 9001 Certified Company

Registered Office: Oswal Estate NH1 Kutail Road, P. O. Kutail Distt - Karnal, Haryana - 132037, India

Ph. No.: +91 184 3500300

CIN No: L74999HR2003PLC124254

URL: www.oswalpumps.com

Email: [email protected]

May 21, 2026

Listing Department
BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai – 400 001

Script Code: 544418

Name of Scrip: OSWALPUMPS

Sub.: Notice of Postal Ballot

Dear Sir/Madam,

Pursuant to the Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Notice of Postal Ballot dated May 16, 2026 (“Postal Ballot Notice”) issued to the Members of the Company for seeking their approval by means of an Ordinary Resolution for approval of re-appointment of Mr. Amulya Gupta as a Whole Time Director of the Company for a period of 5 (Five) years effective June 24, 2026, as detailed in the Postal Ballot Notice. The aforesaid Postal Ballot Notice is also available on the Company's website at https://oswalpumps.com/.

The said Postal Ballot Notice has been sent today i.e. May 21, 2026, in electronic mode to those Members whose email IDs were registered with the depositories as on May 15, 2026, being the Cut-Off Date. The Members can exercise their votes electronically on the remote e-Voting platform of NSDL by logging on to www.evoting.nsdl.com. The voting will commence on Friday, May 22, 2026 at 9.00 A.M. (IST) and end on Saturday, June 20, 2026 at 05.00 P.M. (IST), after which the e-voting module shall be disabled by NSDL.

In accordance with Section 110 of the Companies Act, 2013 and Rules 22 and 20 of the Companies (Management and Administration) Rules, 2014 read with applicable circulars issued by the Ministry of Corporate Affairs, physical copies of the Notice are not being circulated to the Members. However, it is clarified that all the persons who are Members of the Company as on May 15, 2026 (including those Members who may not have received this Notice due to non-registration of their email IDs with the Company or with the Depositories) shall be entitled to vote in relation to the resolutions specified in this Notice.

The results of the Postal Ballot will be announced within 2 (Two) working days or 3 days of the conclusion of e-Voting period, whichever is earlier.

CE

Manufacturer & Exporter of:

Submersible Pumps

Centrifugal Pumps

Solar Water Pumps

Electric Motors

Submersible Cable

You are requested to take the aforesaid on record.

Thanking you,

Yours faithfully,

For Oswal Pumps Limited

ANISH KUMAR
Digitally signed by
ANISH KUMAR
Date: 2026.05.21
16:59:00 +05'30'

Anish Kumar
Company Secretary and Compliance Officer

Encl.: As above

OSWAL

PUMPS & MOTORS

Solar | Domestic | Agriculture | Industrial

Trive/Perfiner!

OSWAL PUMPS LIMITED

(CIN: L74999HR2003PLC124254)

Registered Office: Oswal Estate, NH-1, Kutail Road,

P.O. Kutail, Distt. Karnal, Haryana - 132037

Phone: +91 184 3500 300

Website: www.oswalpumps.com; Email ID: [email protected]

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20, Rule 22 of the Companies (Management and Administration) Rules, 2014 and the MCA Circulars (as defined below)]

To

The Members,

Notice is hereby given pursuant to the provisions of Section 110 read with Section 108 and all other applicable provisions of the Companies Act, 2013 ("Act"), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Rules") and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India including any statutory modifications, amendments or re-enactments thereof for the time being in force and other applicable laws and regulations, if any, for seeking approval of the Members by way of an Ordinary Resolution for the matter as considered in the resolution appended below through postal ballot only by means of remote e-voting ("Postal Ballot").

The Members may note that the Ministry of Corporate Affairs ("MCA") vide its various circulars issued from time to time, has allowed the companies to take all decisions requiring Member's approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot/ remote e-voting in accordance with the provisions of the Act and the Rules, without holding a general meeting that requires physical presence of Members at a common venue ("MCA Circulars").

The Board of Directors of the Company proposes to obtain the consent of the Members by way of Postal Ballot for the matters as considered in the resolution appended below. The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said resolution, setting out material facts and the reasons for the resolution, are also annexed. You are requested to pursue the proposed resolution, along with the Explanatory Statement, and thereafter record your assent or dissent by means of remote e-voting facility provided by the Company.

In accordance with the MCA Circulars and applicable provisions of the Act and Listing Regulations, this Postal Ballot Notice is being sent in electronic mode to Members whose e-mail address is registered with the Company or the Depository Participant(s) and the communication of assent/ dissent of the Members will only take place through the remote e-voting facility being offered by the Company instead of physical Postal Ballot forms. This Notice is accordingly being issued to the Members in compliance with the MCA Circulars.

Special Business

  1. To consider and if thought fit, to pass the following resolution with or without modification(s), as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 and other applicable provisions of the Companies Act, 2013 ('the Act') and the Rules made thereunder read with Schedule V of the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and subject to the approval of the Central Government, if required and such other recommendations, approvals, sanctions if and when necessary, desirable and expedient in law, consent of the Members of the Company be and is hereby accorded for re-appointment of Mr. Amulya Gupta (DIN: 08500306) as a Whole Time Director for a period of 5 (Five) years effective June 24, 2026 up to June 23, 2031, who shall be liable to retire by rotation, at a fixed remuneration of Rs. 20,00,000/- (Rupees Twenty Lakh Only) per month and/ or other perquisite as per the policy/ rules of the Company in force and/ or as may be approved by the Board of Directors of the Company, from time to time.

RESOLVED FURTHER THAT in the event of loss or inadequacy of profit in any Financial Year during the tenure of services of Mr. Amulya Gupta, the payment of salary, perquisites and other allowances shall be governed by the limits prescribed under Section II of Part II of Schedule V of the Act.

RESOLVED FURTHER THAT the Board of Directors of the Company and/ or Committee thereof, be and is hereby authorized to alter, vary and modify the terms and conditions of the said appointment, regulate the payment of remuneration within the aforesaid limits, from time to time, in such manner as may be agreed upon by and between the Board of Directors or Committee thereof and Mr. Amulya Gupta.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deed and things as may be necessary to give effect to the aforesaid resolution."

By order of the Board
For Oswal Pumps Limited

Sd/-
Anish Kumar
Company Secretary & Compliance Officer
Membership No.: A41387
Corr. Address: Oswal Estate, NH 1, Kutail Road, P.O.
Kutail, Distt. Karnal, Haryana-132037

Date: May 16, 2026
Place: Karnal, Haryana

NOTES:

  1. A Statement pursuant to Section 102(1) of the Act relating to the Special Business to be transacted is annexed hereto and forms part of the Notice.

  2. As per Section 108, 110 and other applicable provisions of the Act read with Rule 20 & 22 of the Rules, cut-off date for the purpose of reckoning the voting rights and sending the Notice is the May 15, 2026 ("Cut-off date"). A person who is not a Member as on the Cut-off date should treat the Notice for information purpose only.

  3. The Notice is being electronically sent to all the Members of the Company, whose name appear on the Register of Members/List of Beneficial Owners as received from National Security Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) and whose email addresses are registered with the Company/ MUFG Intime India Private Limited, Registrar and Share Transfer Agent ("RTA") or with the Depository(ies) / Depository Participants as on the Cut-off date. It is however, clarified that all Members of the Company as on the closure of Cut-off date (including those Members who may not have received this Notice due to non-registration of their email IDs with the Company or the Depositories) shall be entitled to vote in relation to the resolution specified in this Notice. In compliance of the MCA Circulars, physical copy of the Notice, Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot.

The Notice shall also be uploaded on the website of the Company (https://www.oswalpumps.com/), on the website of National Securities Depository Limited ("NSDL"), at www.evoting.nsdl.com and on the websites of National Stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com).

  1. The Members who have not yet registered their email addresses are requested to register the same by following the process as under:

  2. In case shares are held in physical mode, as per SEBI circular dated 03/11/2021 please send form ISR-1, ISR-2 (if signature not matched with our record), SH-13 or ISR-3 (forms can be download from our website) https://oswalpumps.com/investor-relations/Shares/.

  3. In case shares are held in demat mode, please update your detail with your DPID and generate password as per instruction given in e-voting instruction.

  4. Voting rights will be reckoned on the paid-up value of shares registered in the name of the Member as on Cut-off date. Only those Members whose names are recorded in the Register of Members of the Company or in the list of Beneficial Owners maintained by the Depositories as on that date will be entitled to cast their votes by remote e-voting. Voting rights in the remote e-voting cannot be exercised by a proxy.

  5. Dispatch of the Notice shall be deemed to be completed on May 21, 2026, i.e., the day on which NSDL sends out the communication for the postal ballot process by e-mail to the Members of the Company.

  6. The remote e-voting shall commence on May 22, 2026 at 9.00 A.M. (IST) and end on June 20, 2026 at 05.00 P.M. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. During this period, the Members of the Company (including those members who may not have received the Notice due to non-registration of their email address with the Company or the Depositories) holding shares in physical form or dematerialized form as on the Cut-off date, may cast their vote by electronic means in the manner as set out here in Note No. 9 below. The voting right of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date. Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently.

  1. The documents referred to in accompanying notice and explanatory statement, if any, shall be open for inspection at the Registered Office of the Company without any fee on all working days (i.e. excluding, Saturdays, Sundays and public holidays) between 1100 hours (IST) to 1300 hours (IST) from the date of dispatch of notice up to the date of declaration of results of postal ballot. The documents shall be available for inspection through electronic mode also basis the requests sent by the Members on Company's e-mail id: [email protected].

  2. Procedure for remote e-voting

In compliance with provisions of Section 108 of the Act, Rule 20 of the Rules and Regulation 44 of the Listing Regulations and SS-2 on General Meetings issued by the ICSI, the Company is pleased to provide its Members the facility to exercise their right to vote through Postal Ballot by electronic means ('remote e-voting'). For this purpose, the Company has availed e-Voting Services provided by National Securities Depository Limited ('NSDL').

How do I vote electronically using NSDL remote e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are 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 Login Method
Individual
Shareholders holding
securities in demat
mode with NSDL. 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. 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.
2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a 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. 3. 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 4. 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. 5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App is available on App Store Google Play
Individual Shareholders holding securities in demat mode with CDSL 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be 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 e-Voting is in progress as per the information provided by company. On clicking the e-Voting 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 on www.cdslindia.com home 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 (holding securities in demat mode) login through their depository participants You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL 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 holding securities in demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911

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. Demat (NSDL or CDSL) or Physical Your User ID is:
a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID 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 in demat account with CDSL. 16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12

c) For Members holding shares in Physical Form.
EVEN Number followed by Folio Number registered with 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:
    a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
    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.
    c) How to retrieve your 'initial password'?
    (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'.
    (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

  2. 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 [email protected] 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.

  3. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.

  4. Now, you will have to click on "Login" button.
  5. 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.
  1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. 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 [email protected] with a copy marked to [email protected]. 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.

  2. 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.

  3. 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, Assistant Vice President, NSDL at [email protected].

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 [email protected].

  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 [email protected]. If you are an Individual shareholders 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 [email protected] 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 in order to access e-Voting facility.

Other Information:

  1. The Board of Directors of the Company has appointed Mr. Amit Shukla, (C.P. No. 18190), Proprietor, M/s Amit Shukla & Associates, Company Secretaries having office at Building No. A-78, A Block, Sector - 4, Noida – 201301, Uttar Pradesh, as the scrutinizer ("Scrutinizer") for conducting the postal ballot process in a fair and transparent manner.

  2. The Scrutinizer after scrutinizing the votes cast through remote e-voting will submit a Scrutiniser's Report of the votes cast in favour or against, if any, within 2 (Two) working days

or 3 (three) days whichever is earlier from the end of the remote e-voting period to the Chairman of the Company or any other person authorized by him in writing who shall countersign the same.

  1. The result of the voting on Resolution by remote e-voting will be declared by the Chairman of the Company or a person authorised by him within 2 (Two) working days or 3 (three) days whichever is earlier.

  2. The result along with the scrutinizer's report will be communicated to the Stock Exchanges where the shares of the Company are listed and will also be displayed at the Registered Office of the Company and shall also be hosted on the Company's website https://oswalpumps.com/ and on the NSDL's website: www.evoting.nsdl.com. The resolution, if passed by requisite majority, shall be deemed to have been passed at a general meeting of the Members convened in that behalf and on the last date for e-voting i.e. June 20, 2026.

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1

The Members of the Company may note that Mr. Amulya Gupta was appointed as a Whole Time Director of the Company for a period of 5 (Five) years commencing effective June 24, 2021 upto June 23, 2026, pursuant to the provisions of Sections 196, 197, 198, 203 of the Companies Act, 2013 ('Act') read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Schedule V and other applicable provisions of the Act, by the Board of Directors in its meeting held on June 24, 2021 and the Members of the Company in the Annual General Meeting held on November 30, 2021. Further, the Board of Directors of the Company in its meeting held on January 11, 2025 and the Members of the Company in the Extra Ordinary General Meeting of the Company held on January 11, 2025 approved payment of Rs. 20,00,000/- (Rupees Twenty Lakh Only) per month as fixed remuneration to Mr. Amulya Gupta.

The Members of the Company may further note that the Board of Directors of the Company in its meeting held on May 16, 2026, considering the recommendations of the Nomination & Remuneration Committee, had subject to the approval of the Members of the Company, approved re-appointment of Mr. Amulya Gupta as a Whole Time Director of the Company for a period of 5 (Five) years effective June 24, 2026 upto June 23, 2031 on such terms and conditions as set out in proposed resolution no. 1.

The details of Mr. Amulya Gupta such as brief profile, directorships in other companies, membership / chairmanship of Board Committees, number of Board meetings attended during the year and shareholding in the Company, have been set out in the Annexure 'A' to this Notice.

This Explanatory Statement may also be regarded as a disclosure under Regulation 36 of the Listing Regulations and the provisions of SS-2 issued by the Institute of Company Secretaries of India.

The Members may also note that pursuant to the provisions of the Section 196 and Section 197 of the Act, the re-appointment of Mr. Amulya Gupta along with the terms and conditions of appointment and remuneration shall require approval of Members as an Ordinary Resolution. The Company has received notice in writing under the provisions of Section 160 of the Act from a Member of the Company proposing his candidature for the office of Director of the Company. The Company has received from him all requisite documents and consent including (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014; (ii) intimation in Form DIR-8 in terms of Companies (Appointment and Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Sub-Section (2) of Section 164 of the Act; and (iii) consent to be re-appointed and act as a Whole Time Director of the Company.

Mr. Amulya Gupta satisfies all conditions set out in Section 196 read with Schedule V to the Act for his re-appointment as a Whole Time Director of the Company.

Keeping in view the recommendations of the Nomination & Remuneration Committee, the Board of Directors of the Company in its meeting held on May 16, 2026 has resolved to recommend the enabling resolution to Members of the Company for re-appointment of Mr. Amulya Gupta as a Whole Time Director of the Company for a period of 5 (Five) years effective June 24, 2026 upto June 23, 2031 on such remuneration, terms and conditions as set out in proposed resolution no. 1.

The Board considers that the remuneration proposed to be paid to Mr. Amulya Gupta is equated with his expertise and work requirements for the growth and development of the Company and that his re-appointment as a Whole Time Director of the Company would be of immense benefit to the Company. Therefore, the Board of Directors recommends the resolution at item No. 1 for your approval as an Ordinary Resolution.

Mr. Amulya Gupta, being a Promoter and relative of Mr. Vivek Gupta and Mr. Shivam Gupta, the Promoters and the Promoter Group members may be deemed to be interested and concerned in the resolution. Further, Mr. Amulya Gupta, Mr. Vivek Gupta and Mr. Shivam Gupta in the capacity of a director and Key Managerial Personnel may also be deemed to be interested and concerned in the resolution. Except to the extent mentioned herein above, no other Directors or Key Managerial Personnel or their relatives are, in any way, deemed to be concerned or interested in the resolution either financially or otherwise.

By order of the Board

For Oswal Pumps Limited

Sd/-

Anish Kumar

Company Secretary & Compliance Officer

Membership No.: A41387

Date: May 16, 2026

Corr. Address: Oswal Estate, NH 1, Kutail Road, P.O. Kutail,

Place: Karnal, Haryana-132037

Distt. Karnal, Haryana-132037

ANNXURE-A

Information of the Director to be appointed pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with provisions of the Companies Act, 2013 and SS-2 issued by the Institute of Company Secretaries of India, as on the date of Notice, is as follows:

Name of Director Mr. Amulya Gupta
Age 31 years
Date of Appointment December 04, 2020
Qualification Bachelor’s degree of science in business and management studies from University of Bradford, Bradford, West Yorkshire.
Brief profile, experience and expertise Mr. Amulya Gupta brings with him over 7 years of distinguished experience across in the pumps manufacturing industry. He was appointed on the Board of our Company on December 4, 2020. He holds bachelor’s degree of science in business and management studies from University of Bradford, Bradford, West Yorkshire. He has been with our Company since August 2019.
Mr. Amulya Gupta is known for his strong analytical, leadership, and problem solving abilities with a focus on operational excellence, customer satisfaction and sustainable business growth.
Last Drawn Remuneration Rs. 20,00,000/- per month and total Rs. 2,40,39,600/- for the Financial Year 2025-26 (including perquisite value of Rs. 39,600/-).
Number of Meetings of Board attended during the year Mr. Amulya Gupta has attended all 15 meetings of the Board held during Financial Year 2025-26.
Shareholding (Equity Shares of Face Value Re.1/- each) Nil
Relationship with other Directors/KMPs Mr. Amulya Gupta is the son of Mr. Vivek Gupta, Chairman & Managing Director; and brother of Mr. Shivam Gupta, Whole Time Director.
Directorships held in other Indian Listed Companies None
Directorships held in other Indian Companies (unlisted companies) 1. Singh Engcon Private Limited
2. Shorya Trading Company Private Limited
3. ESS AAR Corporate Services Private Limited
4. Oswal Solar Energy Private Limited
5. Oswal Green Industries Private Limited
6. Walso Solar Solution Private Limited
7. Oswal Doon Baran Bundi Solar Projects Limited
Membership/ Chairmanship of Committees of the Company Member of Stakeholders’ Relationship Committee
Member of Risk Management Committee
Member of Corporate Social Responsibility Committee
Membership/ Chairmanship of Committees held in other Indian companies None
Listed entities (in India) from which the person has resigned as director in past 3 years None

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