To the Members of

ROTO PUMPS LIMITED,

Your Directors have pleasure in presenting their Fifty-first Annual Report of your Company together with the Audited Financial Statements for the financial year ended March 31,2026.

FINANCIAL PERFORMANCE

The key financial highlights of your Company's standalone and consolidated financial performance for the financial year ended March 31, 2026, together with the corresponding figures for the previous financial year, are set out below:

Amount Rs. 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 27, 2026, recommend a final dividend of Rs. 0.19/- per equity share of Rs. 1/- each i.e. 19% for the financial year ended March 31,2026. The final dividend, if approved by the shareholders of your Company at the ensuing Annual General Meeting (AGM), would involve cash outflow of Rs. 358.05 lakhs and will be paid with deduction of tax at source to the shareholders, as applicable.

The dividend pay-out is in accordance with your Company's Dividend Distribution Policy. The Policy is available on your 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 31,2026.

SHARE CAPITAL

During the year under review, the authorised share capital of your Company was increased from Rs.1,000.00 lakhs, divided into 10,00,00,000 equity shares of Rs.1/- each, to Rs.2,000.00 lakhs, divided into 20,00,00,000 equity shares of Rs.1/- each.

Further, during the year, your Company issued two fully paid-up bonus equity shares of Rs.1/- each for every one fully paid-up equity share of Rs.1/- each held by the members of your Company by capitalizing the requisite amount from the Securities Premium Account, General Reserve and Retained Earnings. Consequently, as on March 31, 2026, the paid-up equity share capital of your Company stood at Rs.1,884.46 lakhs, comprising 18,84,45,660 fully paid-up equity shares of Rs.1/- each, as against Rs.628.15 lakhs, comprising 6,28,15,220 fully paid-up equity shares of Rs.1/- each, as on March 31,2025.

Your Company has not issued any shares with differential voting rights, Sweat Equity Shares or SR Equity Shares during the year under review. Your Company has also not issued any Employee Stock Options (ESOPs) or Stock Appreciation Rights (SARs) and does not have any scheme for providing financial assistance to employees for the purchase of its own shares.

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 your Company respectively. The outlook for long term rating is Stable. The rating indicates your Company's prudent financial management, strong credit profile and its ability to meet its financial obligations in a timely manner.

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 2017-18 has been remitted to the Investor Education and Protection Fund (IEPF) established by the Central Government. This involved transfer of Rs. 98,549.60/- unclaimed dividend and 1,35,084 shares of Rs. 1/- each on which dividend had been unclaimed for seven consecutive years.

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

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 your Company's website at https://www.rotopumps.com/unclaimed-dividend-shares/ under investors section.

YEAR IN RETROSPECT

During the year under review, your Company achieved revenue from operations of Rs.22,288.49 lakhs as against Rs.24,036.81 lakhs in the previous financial year. Domestic sales stood at Rs.8,274.05 lakhs as compared to Rs.9,551.76 lakhs in the previous financial year. Export sales amounted to Rs.14,014.44 lakhs as against Rs.14,485.05 lakhs in the previous financial year. The export sales included Rs.7,914.47 lakhs generated through your Company's Overseas Marketing Outlets in the United Kingdom and Australia.

Revenue from exports constituted 62.88% of the total revenue from operations during the year under review as compared to 60.26% in the previous financial year. Your Company earned other income of Rs.467.96 lakhs as against Rs.339.17 lakhs in the previous financial year. Your Company registered a Profit After Tax (PAT) of Rs.2,132.82 lakhs as compared to Rs.3,078.52 lakhs in the previous financial year.

Profitability during the financial year 2025-26 was adversely affected by lower sales volumes, continued business development expenses in the down hole pumps and solar pumping segments despite lower revenues, operational disruption at RPSA, and increased costs arising from supply chain disruptions, higher freight, fuel and commodity prices, and pricing pressures on raw materials and bought-out items due to geopolitical developments.

OUTLOOK

The global positive displacement pump industry is expected to witness sustained growth, driven by increasing investments in oil & gas, water and wastewater management, mining, chemicals, food & beverages, renewable energy, biogas, and infrastructure development. Growing industrialization, stricter environmental regulations, and rising demand for energy-efficient and intelligent pumping solutions are expected to create significant opportunities across both developed and emerging markets.

At the same time, the global business environment continues to face challenges arising from geopolitical uncertainties, evolving trade and tariff policies, supply chain disruptions, commodity price volatility, foreign exchange fluctuations, and uneven economic growth. While the domestic economy remains resilient, export-oriented businesses continue to face risks associated with changing global trade dynamics.

Your Company is well positioned to capitalize on these opportunities through its presence across five continents, strong manufacturing and research capabilities, expanding product portfolio, and experienced management team. Continued investments in digital initiatives, product innovation, and operational excellence, together with opportunities in wastewater management, renewable energy, biogas, defense, downhole pumps, and solar pumping systems, are expected to support future growth.

In line with its strategic vision and stated mission 'Roto Next' USD 100 Million Journey, your Company remains committed to sustainable and profitable growth through innovation, customer-centric solutions, and geographic expansion. The mission has been recalibrated to achieve consolidated revenue of USD 100 million by Y2030, while the longterm aspiration is to establish your Company among the top five global manufacturers of Positive Displacement Pumps.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company and its subsidiaries have been prepared in accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with the applicable Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013, as amended. The Consolidated Financial Statements form an integral part of this Annual Report.

The annual financial statements of the subsidiary companies and the related information are available for inspection by the Members at the Registered Office of your Company as well as at the registered offices of the respective subsidiary companies during business hours on all working days. The financial statements of the subsidiary companies are also available on your Company's website.

PERFORMANCE OF THE SUBSIDIARY COMPANIES

a. Roto Pumps GmbH - a wholly owned subsidiary in Germany engaged in the business of sales and marketing of your 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 3,333,655 and earned a profit after tax of Euro 10,103.

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 5,693,268 and earned a profit after tax of USD 243,890.

c. Roto Overseas Pte. Ltd. - a wholly owned subsidiary in Singapore which has the following operating subsidiaries -

i. Roto Pumps (Africa) Pty Ltd, a subsidiary 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 19,269,748 and earned a profit after tax of Rand 110,008.

During the financial year under review, subsequent to the approval of the financial statements for the previous financial year, an embezzlement of funds amounting to approximately Rs. 6.00 crore by the erstwhile Director of your Company's South African subsidiary came to light. The matter was duly reported in the previous Board's Report. Thereafter, the subsidiary engaged an independent forensic investigation, the findings of which were broadly consistent with those identified during the Company's internal investigation.

A settlement agreement has been executed between the South African subsidiary and the erstwhile Director for recovery of the embezzled amount, and repayments are being made in accordance with the terms of the settlement. The recommendations of the forensic investigator have been substantially implemented, including strengthening internal controls and governance processes and implementing SAP at the subsidiary to enhance financial controls and oversight. The Board continues to monitor the progress of the recovery and implementation of the remaining recommendations.

During the year under review, Roto Overseas Pte. Ltd. had acquired the remaining 25% equity stake in Roto Pumps (Africa) Pty Ltd. from its erstwhile director. Consequently, Roto Pumps (Africa) Pty Ltd. became a wholly owned subsidiary of Roto Overseas Pte. Ltd.

ii. Roto Pumps (Malaysia) Sdn. Bhd., a wholly owned subsidiary in Malaysia, engaged in the business of sales and marketing of your Company's products in Malaysia, Indonesia and Singapore. During the year under review, the subsidiary has achieved sales turnover of MYR 7,901,602 and profit after tax of MYR 368,569.

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 Rs. 112.62 lakhs and incurred a loss of Rs. 400.58 lakhs.

The Board of Directors of your Company, at its meeting held on February 10, 2026, approved the Scheme of Amalgamation of Roto Energy Systems Limited with your Company. The proposed amalgamation aims to simplify the Group structure, eliminate multiple corporate entities, reduce administrative and compliance costs, enhance operational efficiencies, and enable optimum utilisation of managerial and financial resources. The Scheme is subject to the receipt of the requisite statutory and regulatory approvals, including the sanction of the Hon'ble National Company Law Tribunal.

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 4,617,630 and profit after tax of AED 682,411.

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 Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Consequently, no deposit or interest thereon was outstanding, unpaid or unclaimed as on March 31, 2026.

RELATED PARTY TRANSACTIONS

All Related Party Transactions ("RPTs " ) entered into by your Company during the year under review were in the ordinary course of business and on an arm's length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations " ). During the year under review, there were no material Related Party Transactions requiring approval of the shareholders under Regulation 23 of the Listing Regulations.

The Audit Committee has granted prior omnibus approval for Related Party Transactions that are repetitive in nature. All Related Party Transactions entered into during the year under review were placed before the Audit Committee on a quarterly basis for its review and ratification, wherever required, along with details of the nature, value, terms and such other particulars as required under the Act and the Listing Regulations. The details of Related Party Transactions are disclosed in Note No. 40 to the Standalone Financial Statements.

In compliance with the Listing Regulations, your Company has adopted a Policy on Related Party Transactions, which is available on your Company's website 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 has also adopted an integrated SAP platform to strengthen business processes, internal controls, and operational efficiency. SAP has been successfully implemented across your Company's operations in India and at its overseas establishments in the UK and Dubai, and is being rolled out across the remaining overseas establishments in a phased manner. The scope of SAP is also being progressively expanded to cover additional business processes and management reporting requirements. Upon full implementation, SAP

will integrate operations across multiple locations on a single platform, resulting in enhanced operational synergies, improved information flow, and greater organizational efficiency.

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 your 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

There was no change in the composition of the Board of Directors or the Key Managerial Personnel of your Company during the year under review.

Pursuant to the provisions of the Companies Act, 2013 read with the Rules made thereunder and the Articles of Association of your Company, Mr. Anurag Gupta, Jt. Managing Director (DIN: 00334160), retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment for the approval of the Members at the ensuing AGM.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the Rules made thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and Senior Management of your Company. The Policy is available on your Company's website at https:// rotopumps.com/investors/policies/.

The Nomination and Remuneration Committee (NRC) reviews and recommends the appointment and remuneration of the Directors in accordance with the Nomination and Remuneration Policy. The remuneration of the Directors is determined in accordance with the said Policy and the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The relevant information has been provided 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 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out an annual evaluation of its own performance, the performance of the Directors and the functioning of its Committees. The Nomination and Remuneration Committee has laid down the criteria, methodology and timeline for the performance evaluation of the Board, its Committees and Directors.

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

The Directors expressed their satisfaction with the evaluation process. The evaluation concluded that the Board and its Committees continue to function effectively and that the Directors have discharged their roles and responsibilities satisfactorily during the year under review.

INDEPENDENT DIRECTORS AND THEIR MEETINGS

The Independent Directors are familiarized with their roles, rights, duties and responsibilities as well as the nature of the industry, business model, operations, strategy and organizational structure of your Company to enable them to effectively discharge their responsibilities and contribute meaningfully to the deliberations of the Board.

Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors meet at least once in a financial year without the presence of the Executive Directors or members of the Management. During the year under review, one meeting was held on March 30, 2026, which was attended by all the Independent Directors. The Independent Directors, inter alia, reviewed the performance of the Non-Independent Directors, the Board as a whole and the Chairman, and assessed the quality, quantity and timeliness of the flow of information between the Management and the Board.

BOARD, COMMITTEES AND THEIR MEETINGS

Details of the composition of the Board and its Committees, the number of Meetings held during the year and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms part of this Annual Report. The gap between two consecutive Meetings of the Board and its Committees was within the period prescribed under the Companies Act, 2013 read with the Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Board considered and accepted all the recommendations made by its Committees.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) of the Companies Act, 2013, the Board to the best of their knowledge and ability, hereby submits that:

(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) they have 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) they have 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) they have prepared the annual accounts on a going concern basis;

(e) they have 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) they have 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

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has adopted a Corporate Social Responsibility (CSR) Policy for undertaking CSR activities in accordance with Schedule VII to the Act. The CSR Policy is available on your Company's website at https://www.rotopumps.com/investors/policies/. The Annual Report on CSR activities for the financial year 2025-26 is annexed to this Report as Annexure - B.

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

Your Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the Rules made thereunder. The Policy aims to provide a safe, secure and respectful work environment and provides a mechanism for the prevention, prohibition and redressal of complaints relating to sexual harassment. Your Company has complied with the provisions of the Act relating to the constitution of the Internal Complaints Committee.

During the year under review, no complaint of sexual harassment was received by the Committee. Accordingly, no complaint was pending at the beginning or at the end of the financial year, and no complaint was disposed of during the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Rules made thereunder and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has established a Vigil Mechanism through its Whistle Blower Policy. The Policy provides a formal mechanism for Directors and employees to report genuine concerns relating to unethical behavior, actual or suspected fraud, or violation of your Company's Code of Conduct, and provides adequate safeguards against victimization of persons availing of the mechanism. The Policy also provides for direct access to the Chairperson of the Audit Committee.

It is affirmed that no person has been denied access to the Chairperson of the Audit Committee under the Vigil Mechanism. The Whistle Blower Policy is available on your Company's website at https://rotopumps. com/investors/policies/.

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

There have been no material changes or commitments affecting the financial position of your Company that have occurred between March 31, 2026, being the end of the financial year to which these financial statements relate, and the date of this Report.

There has been no change in the nature of the business of your Company during the year under review.

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS

During the year under review, no significant and material orders were passed by any Regulator, Court or Tribunal that would impact the going concern status of your Company or 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 reappointed as the Statutory Auditors of your Company for a

term of five years, from the conclusion of the 47th AGM until the conclusion of the 52nd AGM of your Company to be held in the year 2027, by the Members at the 47th AGM held on September 29, 2022.

The Statutory Auditors have expressed an unmodified opinion on the Standalone and Consolidated Financial Statements of your Company. The Auditors' Reports do not contain any qualification, reservation, adverse remark or disclaimer.

b. Branch Auditors

The term of the Branch Auditors of your Company's Warehouse and Marketing Offices in Australia and the United Kingdom, namely M/s. Eric Townsend & Co., Chartered Accountants, Australia and M/s. Laytons, Chartered Accountants, United Kingdom, respectively, shall expire at the conclusion of the ensuing AGM. Accordingly, the Board is seeking the authority of the Members to appoint the Branch Auditors of your Company for the financial year 2026-27 and to fix their remuneration.

c. Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, your Company has maintained the prescribed cost accounts and records in respect of the applicable products for the financial year ended March 31, 2026.

M/s. Chandra Wadhwa & Co., Cost Accountants, New Delhi (Firm Registration No. 00239), are the Cost Auditors of your Company for the financial year 2025-26. The Cost Audit Report for the financial year ended March 31, 2026 shall be filed with the Ministry of Corporate Affairs within the prescribed time.

Further, pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, at its meeting held on August 8, 2026, approved the appointment of M/s. Chandra Wadhwa & Co., Cost Accountants, New Delhi (Firm Registration No. 00239), as the Cost Auditors of your Company for the financial year 2026-27. The remuneration payable to the Cost Auditors for the financial year 2026-27 is being placed before the Members for ratification at the ensuing AGM.

d. Secretarial Auditors

M/s. Dayal & Maur, Company Secretaries, New Delhi, were appointed as the Secretarial Auditors of your Company for a term of five consecutive years, commencing from FY 202526 to FY 2029-30, by the Members at the 50th AGM held on September 29, 2025.

The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed at Annexure- C. There is no qualification, reservations, adverse remarks or disclaimer in the report of the Secretarial Auditors.

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

During the year under review, none of the Auditors of your Company have reported any instance of fraud committed against your Company by its officers or employees under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

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

Your 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 your Company.

BOARD INDEPENDENCE

Your Company determines the independence of its Independent Directors in accordance with the criteria prescribed under Section 149(6) of the Companies Act, 2013 read with the Rules made thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). Based on the declarations and confirmations received from the Independent Directors and after due assessment of the relationships disclosed by them, the Board is of the opinion that the Independent Directors fulfil the criteria of independence prescribed under the Act and the Listing Regulations.

The brief profiles of the Independent Directors of your Company have been placed on the website of your 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 provided in 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 provided in Annexure - F.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 a copy of the Annual Return has been placed on the website of your 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 Report and the Corporate Governance Report, as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V thereto, form an integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report (BRSR), containing disclosures on environmental, social and governance aspects, as required under Regulation 34(2)(f) of the SEBI (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 application was made and no proceeding was pending against your Company under the Insolvency and Bankruptcy Code, 2016.

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 your Company.

(b) There was no revision of the financial statements and the Board's Report of your 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 appreciation and gratitude to your Company's bankers, business associates, consultants and various Government authorities for their continued support and cooperation extended to your Company during the year under review. Your Directors also express their sincere thanks to the shareholders for their continued support, trust and confidence reposed in the Company.

For and on behalf of the Board of Directors of