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 Company's financial performance for the year under review along with the previous year's figure is given hereunder:

Amount ? in Lakhs

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 Company's Dividend
Distribution Policy. The Policy is available on the Company's 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 fifteen thousand
two hundred twenty only) comprising of 6,28,15,220 (Six crore twenty
eight lakh fifteen thousand two hundred twenty only) equity shares of
? 1/- (Rupee One Only) each.

During the year under review, your Company has rectified 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 Company's 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.

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 Company's 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 year's ? 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-efficient fluid handling
solutions, the demand for high-performance screw pumps would be
rising. India's growing reputation as a cost-effective 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 tariff
war is an eminent threat for your Company's export to US. However,
it would have mixed impact as your Company's 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 Company's ability to penetrate in major sectors such as food &
beverages, mining etc. In line with your Company's 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 Company's 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 Company's 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 Company's 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 Company's 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 arm's 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 Company's
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.

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 Company's 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 Company's 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 Company's 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 affirmed 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 Company's
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:

Consolidated statement profit and loss account

Consolidated Cash Flow Statement:

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. Ratification 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 affirmed 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 Company's 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 hasn't 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 Board's
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 Company's 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