DIRECTORS' REPORT

Your directors are pleased to present the Board's Report on the business and operations of the Company together with
the audited financial statements for the financial year ended March 31, 2026.

SUMMARY OF FinAnCIAL PERFORMANCE

Your Company's performance during the financial year as compared with that during the previous financial year is
summarized below:

RESULTS OF OPERATIONS AnD THE STATE
OF COMPANY'S AFFAIRS

Your Company delivered a better than the industry
performance for the financial year 2025-26. The FMEG
sector faced seasonal headwinds, disrupted by inconsistent
rains and weak season for cooling categories. In parallel,
the industry underwent a major regulatory transition with
the implementation of the ratcheting of new BEE star label
norms for ceiling fans, effective January 1, 2026. While
the industry faced additional intermittent challenges with
fluctuating commodity prices, and continued price volatility
in Lighting, the Company navigated these headwinds
effectively to demonstrate a resilient performance.

During the year under review, the Electric Consumer
Durables ('ECD') segment recorded growth better than
the peers in the industry, despite unfavourable summer
season. Your Company's continued focus on the strategy of
premiumisation and going Direct to Market in Distribution in
Fans has helped us penetrate better than the previous year
to additional and newer locations. The Company witnessed

strong growth in the fast-growing BLDC segment which
grew by 47%, with new launches across price segments.
The Company posted a high double digit growth in the
heating category, witnessing a good traction towards our
room heaters and water heaters.

The Lighting and Switchgear segment posted a double¬
digit growth, supported by continued focus on distribution
expansion and product premiumisation in Lighting. The
continuous focus on B2B segment can also be attributed
to the on-ground efforts towards new accounts addition,
leading to a strong pipeline of order book.

Switchgears, switches, and wires have emerged as
promising growth engines for the Company, with wires
doubling, driven by sustained demand traction, portfolio
depth, and focused execution. This growth was enabled
by an expanding product range, wider pricepoint coverage,
strengthened distribution reach, and improved brand
visibility across retail touchpoints. Continued investments
in innovation, capacity augmentation, and go-to-market
capabilities have further reinforced the segment's scalability

and resilience, enabling it to capture strong growth and
position itself as a key pillar of the Company's medium to
longterm growth strategy.

In line with our commitment to stay closer to customers,
the Company continued to enhance its direct-to-consumer
platform, shop.orientelectric.com, along with its presence
on E-Commerce and Quick-Commerce platforms.

Throughout the year, the company continued to strengthen
the brand presence through impactful marketing campaigns
with contextual media targeting. The Company ensured
sustained consumer engagement across social media
platforms through an always on digital presence and
targeted influencer collaborations. Several consumer
experience enhancement initiatives were undertaken to
strengthen consumer connect, including the deployment
of digital tools to enable faster response to customer
queries and significantly enhance service capabilities, with
coverage over 19,000 pin codes across India.

More detailed insights into the Company's operations and
performance are provided in the Management Discussion
and Analysis section of this Annual Report.

FinRnCIRL HIGHLIGHTS

Revenue from operations was ' 3,326.39 crores as against
' 3,093.68 crores in the previous year, recording a growth
of 7.52%. Employee cost as a percentage to revenue from
operations was 9.26% (' 307.95 crores) as against 9.89%
(' 306.06 crores) in the previous year. Other expenses
as a percentage to revenue from operations was 15%
(' 499.14 crores) as against 15.65% (' 484.31 crores) in the
previous year. Profit before exceptional items and tax for
the current year is ' 139.45 Crores as against ' 112.25 crores
in the previous year, a variance of 24.23%. Profit after tax
(PAT*) for the current year is ' 95.84 crores as against
' 83.21 crores in the previous year a variance of 15.18%.
During and for the financial year 2025-26, provision of
' 33.45 Crores as direct tax as compared to ' 29.04 crores
during and for the financial year 2024-25.

*before other comprehensive income

AWARDS & RCCOLRDES

During the financial year 2025-26, the Company/ campaigns
of the Company were honoured with the following
prestigious awards and accolades:

Great Place To Work - Certified for the seventh year in a
row and recognised as India's best workplaces in Consumer
Durables 2025. This certification is the recognition of our
people centric practices, enhanced employee engagement,
relentless pursuit of excellence and commitment to
nurturing a high-performance culture.

Red Dot Award - The company has bagged the prestigious
'Red Dot' Design award for the concept design of our smart
ceiling fan, offering a perfect balance of performance,
aesthetics, and user convenience. This recognition reflects
our deep commitment to understanding evolving consumer
needs, blending functionality with aesthetics, and delivering
meaningful innovation.

OOH Advertising Awards - In the consumer durables
category, only six entries were shortlisted. Among these,
Orient Electric's campaigns stood out, with "Faith Unites
Us, Trust Binds Us - 70 Saal Se Apke Saath" (Mahakumbh
Association) winning a Silver, and "Fatt Se Garam" (Geyser
Innovation) securing a Bronze (Outdoor Advertising Awards
- OAA ).

OOH Phoenix Awards & Summit - At the OOH Phoenix
Awards & Summit, the Company's campaign "Fatt Se Garam"
(Geyser) earned two Silver awards, under the categories of
Best Innovation in Media Format and Sectoral Recognition
in the Consumer Durables category.

Additionally, a Jury Award for the Company's campaign
"Faith Unites Us, Trust Binds Us - 70 Saal Se Apke
Saath" (Mahakumbh Association), for its immersive and
contextually integrated execution within a culturally
significant environment.

Exchange4media NEON Awards -At the exchange4media
nEOn Awards, Orient Electric's campaign "Faith Unites
Us, Trust Binds Us - 70 Saal Se Apke Saath" (Mahakumbh
Association) was honoured with a Gold award, recognizing
its impactful and culturally resonant execution.

AFQS Digies Awards - Digies Awards celebrate excellence
in digital storytelling and innovation, Orient Electric's MS
Dhoni x Kusha Kapila podcast film won two prestigious
awards (a) Gold in the category of "Best use of micro
influencers" (b) Silver in the category of "Best campaign in
durables & electronics".

Confederation of Indian Industry (CM) National 5S
Awards - reinforcing our commitment to operational
excellence, we have been honoured with the prestigious
CII national 5S Awards-Platinum for the Hyderabad plant
and Gold for the Faridabad plant.

DIVIDEND

During the year under review, the Board at its meeting held
on January 22, 2026, declared an Interim dividend of ' 0.75
(75%) per equity share of the face value of ' 1 each. The
interim dividend was paid to the shareholders on February
05, 2026.

Further, the Board, at its meeting held on May 8, 2026, has
recommended a final dividend of '0.75 per equity share of
' 1 each of the Company, for the year ended March 31, 2026,

subject to the approval of the shareholders at the ensuing
Rnnual General Meeting ('RGM') of the Company.

In order to determine the eligibility of shareholders to receive
the dividend for the fiscal year ended on March 31, 2026,
the record date will be July 10, 2026.

The total dividend amount for the financial year 2025-26,
including the proposed final dividend, amounts to ' 1.50 per
equity share of the face value of ' 1 each.

In view of the changes made under the Income Tax Rct,
dividend paid or distributed by the companies shall be
taxable in the hands of the shareholders. The Company shall,
accordingly, make the payment of the final dividend after
deduction of tax at source, at the rates prescribed therein.

The dividend recommended by the Board is in accordance
with the Dividend Distribution Policy of the Company. The
Dividend Distribution Policy, in terms of Regulation 43R of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as 'SEBI Listing
Regulations') is available on the Company's website: https://
orientelectric/dividend-distribution-Policy.

UnCLHIMED DIVIDEND

Details of dividend paid by the Company earlier and not
claimed so far are provided in the Corporate Governance
Report, forming part of this Rnnual Report.

PARTICULARS OF LOHnS, GUARANTEES HnD
INVESTMENTS

The Company has not given any loans, provided any
guarantees / securities or made investments that are
covered under the provisions of Section 186 of the
Companies Rct, 2013 (the "Rct"), during the financial year
ended March 31, 2026.

TRANSFER TO GENERAL RESERVE

During the financial year ended March 31, 2026, '15
crores has been transferred to the General Reserve of
the Company.

SHARE CAPITAL

During FY 2026, there was no change in the authorised,
subscribed and paid-up share capital of the Company. Rs on
March 31, 2026, the paid-up and subscribed share capital
of the Company stood at ' 21,33,65,899 /- divided into
21,33,65,899 equity shares of '1/- each.

SHARES UNDER UNCLAIMED SUSPENSE
ACCOUNT

Details of equity shares of the Company lying in Orient
Electric Limited - Unclaimed Suspense Rccount, as on March
31, 2026, as per the provisions of Regulations 34, 39 read
with Schedule V(f) of SEBI Listing Regulations, are provided
in the Corporate Governance Report forming part of this
Rnnual Report.

ORIENT ELECTRIC EMPLOYEE STOCK OPTION
SCHEME - 2019

Rs part of Long-Term Incentive Programme, the Company
introduced 'Orient Electric Employee Stock Option
Scheme-2019' ('ESOP Scheme'), during the financial year
2018-19. The ESOP Scheme is in compliance with the SEBI
(Share Based Benefits and Sweat Equity) Regulations,
2021 ('ESOP Regulations') and SEBI Listing Regulations and
there is no change in such ESOP Scheme during the period.
During the year under review 8,57,200 stock options were
granted under the said ESOP Scheme. Each option entitles
the holder to acquire one equity share of ' 1/- each of the
Company at the exercise price fixed at the time of grant.
Further 3,64,507 stock options lapsed during the financial
year ended March 31, 2026.

Details of ESOPs, required under ESOP Regulations, as
on March 31, 2026, are provided under financials of the
Company and can also be accessed at the Web-link: https://
orientelectric/ESOP-Website_disclosure_31.03.2026.pdf

The details of ESOP Scheme pursuant to ESOP Regulations
as on March 31, 2026 is uploaded on the website of the
Company at the weblink: https://orientelectric/pages/codes-
policies. In terms of Regulation 13 of ESOP Regulations,
the Certificate from LRBH & LRBH Rssociates, Company
Secretaries, Secretarial Ruditors, would be placed before
the shareholders at the forthcoming RGM.

DEPOSITS

The Company has not accepted any deposits from the
public under Chapter V of the Rct and the Rules related
thereto and, as such, no amount of principal or interest
was outstanding as on the balance sheet date i.e.
March 31, 2026. The Company has not accepted any loans
from any of its directors.

HOLDING, SUBSIDIARY, ASSOCIATE AND
JOINT VENTURE COMPANIES

During the financial year ended March 31, 2026, the
Company had no holding, subsidiary, associate, or joint
venture company.

DIRECTORS AND KEY MANAGERIAL

PERSONNEL

Change in Directors

In accordance with Section 152 of the Rct and in
terms of the Rrticles of Rssociation of the Company,
Mr. CK Birla (DID: 00118473), Don-Executive Chairman of
the Company, is liable to retire by rotation at the ensuing
RGM of the Company and being eligible, offers himself for
re-appointment. The Board recommended the resolution for
his re-appointment by the approval of the shareholders of
the Company at the ensuing RGM.

R brief profile and other details relating to Mr. Birla is
provided in the notice of ensuing RGM.

Key Managerial Personnel (KMP)

During the year under review, Ms. Dipti Mishra, resigned
from the position of Compliance Officer of the Company
w.e.f. April 25, 2025. The Board placed on record its sincere
appreciation for the contribution made by her during
the tenure.

Ms. Diksha Singh was appointed as Company Secretary &
Compliance Officer of the Company w.e.f. April 26, 2025.

In terms of the provisions of Section 2(77) of the Act, none
of the Directors and Key Managerial Personnel of the
Company are related to each other. Except as mentioned
above, during the year under review, there was no other
change in Directorship or Key Managerial Personnel of
the Company.

DECLRRRTIOn BY inDEPEnDEnT DIRECTORS

All the Independent Directors have given declarations that
they continue to meet the criteria of independence as laid
down under Section 149(6) of the Act and Regulation 16(1)(b)
of the SEBI Listing Regulations and that they are not
debarred from holding the office of director by virtue of any
SEBI order or any other such authority. All the Independent
Directors have confirmed that they are complying with the
Rules 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, with respect to
registration with the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.
Based on the disclosures received, the Board is of the
opinion that, all the Independent Directors fulfil the
conditions specified in the Act and SEBI Listing Regulations
and are independent of the management.

BOARD EVALUATION

In accordance with the provisions of the Act and the
SEBI Listing Regulations, annual performance evaluation of
the Board, its committees, and the Directors were carried
out during the year under review, in line with the Company's
Nomination and Remuneration Policy. More details on the
Board Evaluation are provided in the Corporate Governance
Report for the financial year 2025-26, which forms part of
this Annual Report.

familiarization programme for
InDEPEnDEnT directors

Details of the familiarization programs conducted for
Independent Directors during the financial year 2025-26
are provided in the Corporate Governance Report which
forms part of this Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Act, your directors, to the
best of their knowledge and belief, confirm that:

a. I n the preparation of the Annual Accounts for the
financial year ended March 31, 2026, the applicable
Accounting Standards have been followed along with

proper explanation relating to material departures,
wherever applicable;

b. The directors 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
the Company at the end of the financial year and of
the profit of the Company for that period;

c. The directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. The directors have prepared these Annual Accounts
on a going concern basis;

e. The directors have laid down internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and operating
effectively; and

f. The directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

PARTICULARS OF DIRECTORS AnD
EMPLOYEES

Pursuant to the provisions of Section 197 of the Act
read with Rule 5(1) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
percentage increase in remuneration, ratio of remuneration
of the Director and Key Managerial Personnel ('KMP') to
the median of employees' remuneration are provided in
Rnnexure A.

Further, pursuant to the provision of Section 136 of the
Act, the Reports and financial statements are being
sent to the shareholders of the Company excluding the
information required under Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The said information is available for
inspection at the registered office of the Company during
business hours, up to the date of the AGM. Any member
interested in obtaining a copy of the said statement may
write to the Company Secretary and Compliance Officer at
investor@orientelectric.com and the same will be furnished
upon such request.

BOARD AnD ITS COMMITTEES

The Board of Directors met six (6) times during the financial
year 2025-26. The details of the same are provided in the
Corporate Governance Report, which forms part of the
Annual Report.

The Board has constituted several Committees of directors
with adequate delegation of powers to focus effectively
on the specific issues and ensure expedient resolution
of diverse matters. Each Committee has specific terms of
reference setting forth the purpose, role, and responsibilities
of the Committee. The Board of Directors have constituted
the following committees:

Ý Audit Committee

Ý Nomination and Remuneration Committee

Ý Stakeholders' Relationship Committee

Ý Corporate Social Responsibility Committee

Ý Risk Management Committee

The details regarding the composition, roles, terms of
reference, powers and meetings of the above Committees
are provided in the Corporate Governance Report, which
forms part of the Annual Report.

All recommendations and/or suggestions made by the
respective Committees are presented to the Board for
approval or information, as necessary. Throughout the
financial year ended March 31, 2026, all recommendations
and suggestions made by the Committees were duly
accepted by the Board. These Committees convene
meetings as required to fulfill their roles and responsibilities
effectively or as stipulated by statutory requirements.

MEETinG OF inDEPEnDEnT DIRECTORS

A meeting of the Independent Directors without the
presence of Non-Independent Directors and members
of the management of the Company was held on
January 19, 2026. More details about this meeting are
provided in the Corporate Governance Report forming part
of this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest
standards of Corporate Governance and adheres to
the Corporate Governance requirements set out by the
Securities and Exchange Board of India. The report on
Corporate Governance as stipulated under the SEBI Listing
Regulations forms part of this Annual Report.

M/s. S.R. Batliboi & Co. LLP (ICAI Firm Registration Number
301003E/ E300005), Chartered Accountants, the Statutory
Auditors of the Company have confirmed the Company's
compliance with the conditions of Corporate Governance
stipulated in the SEBI Listing Regulations which confirmation
is annexed to the Corporate Governance Report. The
Auditors' certificate for the financial year 2025-26 does not
contain any qualification, reservation or adverse remark.

RISK MANAGEMENT

The current business environment is very dynamic,
challenging, and volatile, which opens up several inherent
risks. Apart from external, there are internal risks to the
business operations of the Company. All these risks require
a structured risk management process to timely identify
and implement the measures to mitigate them. Our ability to
create sustainable value for our stakeholders is dependent
on recognizing and effectively addressing key risks that
exist in our environment.

The Company has a strong framework for risk management
in place to help with this. Any major risks to the organization's
reputation, operational continuity, environment, compliance,
and employee health and safety are identified, prioritized,
mitigated, monitored, and reported by the Company, using
this framework, on a regular basis throughout the year.
The Board constituted a Risk Management Committee. Its
composition and terms of reference are outlined in the
Corporate Governance Report forming part of this Annual
Report. The Company has a risk management policy in place,
which includes details about identification of elements of
risk, if any, which in the opinion of the Board may threaten
the existence of the Company.

The Board confirms that, as of the date of this report,
the risks identified together with the mitigation plans
undertaken do not foreseeably threaten the existence of
the Company or its going concern status.

Please refer to the detailed section on risk management
covered in the report on Management Discussion and
Analysis which is an integral part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place a robust Internal Finance Control
system commensurate with its size and complexities. More
details on the Company's control systems are provided
in the Corporate Governance Report and Management
Discussion and Analysis Report.

VIGIL MECHANISM

The Company has set up a robust Vigil Mechanism and has
adopted a Whistle Blower Policy to report concerns about
unethical behaviour, actual or suspected fraud, or violation
of the Company's Code of Conduct.

Adequate safeguards are provided against victimization for
those who take recourse to the mechanism. The details
of the Whistle Blower policy are outlined in the Corporate
Governance Report. The Whistle Blower policy is available
on the Company's website and can be accessed through the
web link: https://orientelectric/whistle-blower-policy.pdf

noMinfiTion HnD REMunERHTion policy

The nomination and Remuneration Policy of the Company,
inter-alia, provides that the Nomination and Remuneration
Committee shall:

1. Formulate the criteria for board membership,
including the appropriate mix of Executive &
Non-Executive directors;

2. Approve and recommend compensation packages and
policies for directors and senior management; and

3. Lay down the effective manner of performance
evaluation of the Board, its Committees, and
the directors.

The salient features of the Nomination and Remuneration
Policy of the Company are outlined in the Corporate
Governance Report which forms part of the Annual Report.
There was no amendment in the said Policy during the
financial year 2025-26. The said Policy is also available
on the website of the Company at https://orientelectric./
pages/codes-policies/nomination and remuneration policy.

AUDITORS
Statutory Auditor

The Shareholders of the Company in their AGM held on
July 25, 2022, re-appointed M/s. S.R. Batliboi & Co. LLP,
Chartered Accountants, (ICAI Firm Registration Number
301003E/ E300005), ('SRB'), as Statutory Auditor of the
Company for the second term to hold office till the conclusion
of 10^th AGM of the Company. As SRB has completed the
permissible tenure in terms of Section 139 of the Act, the
Company is required to appoint new Statutory Auditor with
effect from the conclusion of forthcoming 10^th AGM.

On the recommendation of the Audit Committee, the Board
at its meeting held on March 26, 2026, recommended the
appointment of Price Waterhouse Chartered Accountants
LLP, (Firm Registration Number 012754N/N500016) ('PWC')
as Statutory Auditor of the Company for the first term
of five consecutive years for approval of shareholders.
Accordingly, a resolution proposing appointment of PWC
as Statutory Auditor of the Company from conclusion of the
10^th AGM till the conclusion of the 15^th AGM of the Company
to be held in the calendar year 2031, forms part of the
Notice convening the 10^th AGM of the Company.

PWC has consented to act as Statutory Auditor of the
Company and confirmed that their aforesaid appointment,
if made, would be within the limits specified under
Section 141(3)(g) of the Act. They have also confirmed
that they are not disqualified to be appointed as Statutory
Auditors in terms of provisions of Sections 139(1) and
141(3) of the Act and the Companies (Audit and Auditors)
Rules, 2014.

The Audit report for the financial year 2025-26, issued
by SRB, the Statutory Auditor, does not contain any

qualification, reservation, adverse remark or disclaimer.
The Statutory Auditor has also confirmed that during their
audit process for the financial year 2025-26, they did not
observe any events indicating the commission of fraud by
the officers or employees of the Company. Therefore, no
instances of fraud were reported to the Audit Committee,
Board, or the Central Government, as the case may be, as
required under Section 143(12) of the Act.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act, the
Board, at its meeting held on July 25, 2025, based on the
recommendation of the Audit Committee, approved the
re-appointment of M/s Deloitte Touche Tohmatsu India
LLP to conduct the internal audit of the Company for the
Financial Year 2025-26. Their report on findings is submitted
to the Audit Committee and Board on periodic basis.

Further, during the period under review, the Internal Auditor
has not reported any fraud under Section 143(12) of the Act.

Further, the Board at its meeting held on May 8, 2026, based
on the recommendation of the Audit Committee, approved
the re-appointment of M/s Deloitte Touche Tohmatsu India
LLP to conduct the internal audit of the Company for the
Financial Year 2026-27.

Secretarial Auditor

The Shareholders of the Company in their 9^th AGM held on
July 25, 2025 appointed M/s LABH & LABH Associates, Peer
Reviewed Firm of Company Secretaries in Practice (Firm
Registration Number: P2025WB105500) as Secretarial
Auditors of the Company for a term of upto 5 (Five)
consecutive years i.e. from FY 2025-26 to FY 2029-30.
They have also confirmed that they are not disqualified
from continuing as Secretarial Auditors of the Company in
terms of provisions of the Act and Rules made thereunder
and the SEBI Listing Regulations.

The Secretarial Audit Report for the financial year 2025-26,
as required under the Act and the Rules made thereunder,
does not contain any qualification, reservation, adverse
remark or disclaimer and has been provided in Annexure B
to this Report. Further, during the period under review, the
Secretarial Auditors have not reported any fraud under
Section 143(12) of the Act.

Additionally, in compliance with Regulation 24A of the SEBI
Listing Regulations, the Secretarial Compliance Report for
the financial year 2025-26 was received from M/s LABH &
LABH Associates without any observations or comments.
This report pertains to the Company's adherence to the
Securities and Exchange Board of India Act, 1992, the
Securities Contracts (Regulation) Act, 1956, and the Rules,
Regulations, Circulars, and Guidelines issued thereunder,
as applicable.

The Secretarial Compliance Report can be accessed at
the following weblink: https://orientelectric.com/pages/
secretarial-compliances.

Cost Ruditor

The Company is maintaining proper cost records in
compliance with the requirements of Section 148 of the
Rct read with the Companies (Cost Records and Rudit)
Rules, 2014, as amended. Mr. Somnath Mukherjee, Cost
Accountant in Practice (M. no. - 5343), appointed as the
Cost Ruditor of the Company for conducting the audit of the
cost records of specific products for the financial year ended
March 31, 2026, shall provide the Cost Rudit Report for the
financial year 2025-26 within the timeframe prescribed
under the Rct and the rules made thereunder.

Further, during the period under review, the Cost Ruditor
has not reported any fraud under Section 143(12) of the Rct.

Upon the recommendation of the Rudit Committee, the
Board at its meeting held on May 8, 2026, has appointed
Mr. Somnath Mukherjee, Cost Rccountant in Practice
(M. no. - 5343) as the Cost Ruditor of the Company for
the financial year 2026-27. Pursuant to the provisions of
Section 148 of the Rct read with the Companies (Rudit and
Ruditors) Rules, 2014, the remuneration payable to the Cost
Ruditor requires ratification by the shareholders. Therefore,
the Board recommends the ratification of the remuneration
payable to the Cost Ruditor by the shareholders at the
ensuing RGM.

BUSinESS RESPONSIBILITY AnD
SUSTAinABILITY REPORT

Orient Electric, as a prominent name in the consumer
electrical goods industry, places great emphasis on
the environmental and social impact of its operations.
Guided by the Company's vision for a sustainable future,
we are committed to adopting responsible practices that
address climate challenges, optimize energy and water
consumption, ensure effective waste management, and
minimize greenhouse gas emissions through the intelligent
use of technology.

The Company's social initiatives focus on creating
meaningful opportunities for the underprivileged, with
special attention to empowering women. Through
improved access to education, skill development programs,
and enhanced healthcare services, the Company aims
to contribute to the holistic growth of marginalized
communities. Within the organization, we are dedicated to
nurturing a culture of diversity, inclusion, and employee
well-being, ensuring a positive, progressive, and fulfilling
workplace experience.

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, the Company's Business Responsibility and
Sustainability Report ('BRSR'), detailing its Environmental,
Social, and Governance ('ESG') initiatives and outcomes for
the financial year 2025-26, is available on the Company's
website and can be accessed through the web link: https://
orientelectric.com/pages/brsr-25-26.

MANAGEMENT DISCUSSIOn AnD ANALYSIS
REPORT

In terms of Regulation 34 of the SEBI Listing Regulations,
the Management Discussion and Rnalysis Report for the
year under review is presented in a separate section,
forming an integral part of this Rnnual Report.

CORPORATE SOCIAL RESPOnSIBILITY

The Company has in place Corporate Social Responsibility
Policy ('CSR Policy') which outlines the Company's
philosophy and responsibility and lays down the guidelines
and mechanism for undertaking socially impactful programs
towards welfare and sustainable development of the
community around the area of its operations.

Pursuant to clause (o) of sub section (3) of Section 134
of the Rct and Rule 8 of the Companies (Corporate Social
Responsibility) Rules, 2014, as amended, the annual report
on Corporate Social Responsibility activities of the Company
undertaken during the year under review, including salient
features of Company's CSR Policy forms part of this Report
as Annexure C.

During the year, no amendment to the CSR Policy of the
Company was required. The CSR Policy of the Company is
available on the website of the Company and the weblink
is: https://orientelectric.com/images/investors/corporate-
social-responsibility-policy.pdf.

PREVEnTIOn OF SEXUAL HARASSMENT OF
WOMEn AT WORKPLACE

Orient Electric has always endeavored to create an open
and safe workplace for every employee to feel empowered,
irrespective of gender, sexual preferences, and other factors,
and contribute to the best of their abilities. Pursuant to the
provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Rct, 2013 ('POSH')
and the Rules made thereunder, the Company has in
place a policy on the Prevention of Sexual Harassment
at Workplace. In compliance with POSH, the Company has
constituted Internal Complaints Committee ("ICC") at all its
workplaces, as applicable, in accordance with statutory
requirement regarding composition and governance. The
ICC is responsible for adhering complaints related to Sexual
harassment in fair and timely manner. During the financial
year, ICC was re-constituted and is also represented by
a lawyer, an external partner. Training sessions were
conducted for the ICC members by an expert agency. Rll
new joinees are provided with mandatory training sessions
through e-learning module.

Details of complaints received / disposed during financial
year ended March 31, 2026 have been provided in Corporate
Governance Report.

COMPLIfinCE TO THE PROVISIONS RELHTinG
TO THE MHTERniTY BENEFIT HCT, 1961:

The Company is in compliance with the applicable provisions
of Maternity Benefit Rct, 1961.

RELATED PARTY TRANSACTIONS

Rll transactions entered by the Company with its related
parties during the financial year 2025-26 were at arm's
length basis and in the ordinary course of business
operations of the Company and were approved by the Rudit
Committee. Rll related party transactions are quarterly
reviewed by the Audit Committee. To provide a framework
for the related party transactions and also to identify
the material related party transaction, the Company has
implemented a Related Party Transaction Policy, which
can be accessed at the website of the Company at:
https ://o rientelectric/pages/codes-policies/related
party policy.

During the year under review, the Company entered into
one material related party transaction i.e. payment of
remuneration to Ms. Rvani Birla, a related party within
the definition of Section 2(76) of the Rct, occupying the
office or place of profit in the Company and the same
are approved by the Rudit Committee, the Board and the
shareholders at their respective meetings as required under
Section 177 and 188 and other applicable provisions, if any,
of the Rct. Rccordingly, the disclosure of the said related
party transaction as required under Section 134(3)(h) of
the Rct read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 is made in Form ROC-2 annexed to this Report
as Annexure - D. Rll related party transactions of the
Company during the financial year 2025-26 are provided
in note no. 34 of the Financial Statements.

In terms of Regulation 23 of SEBI Listing Regulations, the
Company submits details of related party transactions
as per the specified format to the stock exchanges on a
half-yearly basis.

COMPLIANCE WITH THE PROVISIONS OF
SECRETARIAL STANDARDS

During the year under review, the applicable Secretarial
Standards i.e., SS - 1 and SS - 2, relating to "Meeting of the
Board of Directors" and "General Meetings", respectively,
as issued by the Institute of Company Secretaries of India,
have been duly complied by the Company.

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

Information in accordance with the provisions of Section
134(3)(m) of the Rct, read with Rule 8 of the Companies
(Rccounts) Rules, 2014 regarding conservation of energy,
technology absorption and foreign exchange earnings and
outgo, is given in the statement annexed as Annexure E
hereto and forms a part of this Report.

CHANGE IN THE NATURE OF BUSINESS OF
THE COMPANY

There was no change in the nature of the business
operations of the Company, during the financial year ended
March 31, 2026.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN
END OF THE FINANCIAL YEAR AND DATE OF
REPORT

There are no material changes and commitments affecting
the financial position of the Company between the
end of the financial year 2025-26 and the date of this
Report, except as disclosed in this Rnnual Report or any
annexure thereof.

INVESTOR EDUCATION AND PROTECTION
FUND

In accordance with the provisions of the Rct and the Investor
Education and Protection Fund Ruthority (Rccounting,
Rudit, Transfer, and Refund) Rules, 2016 ('IEPF Rules'),
all unclaimed dividends are required to be transferred to
the Investor Education and Protection Fund ('IEPF') after
a period of seven consecutive years. Rdditionally, shares
on which dividends remain unclaimed by shareholders
for seven consecutive years or more are required to be
transferred to the demat account of the Investor Education
and Protection Fund Ruthority ('IEPF Ruthority') as per the
IEPF Rules. Following the transfer, shareholders can reclaim
the aforementioned shares along with any accrued dividends
by submitting an application to the IEPF Ruthority as per
the prescribed procedure available on www.iepf.gov.in,
accompanied by the requisite documents stipulated
under the IEPF Rules. Upon receipt of the application, the
Company submits an online verification report to the IEPF
Ruthority, overseen by the nodal Officer. Rll corporate
benefits arising from such shares, including dividends
(excluding rights shares), are credited to the IEPF. Details
regarding the dividend amounts transferred to the IEPF
Ruthority in respect of shares transferred to IEPF Ruthority,
are provided in the Corporate Governance Report included
in this Rnnual Report.

Further, the Company actively participated in the
'Saksham niveshak' campaign launched by the IEPF under
the Ministry of Corporate Rffairs as a 100-day investor
awareness initiative from July 28, 2025 to November 06,
2025 to create awareness among shareholders regarding
updation of KYC details and claiming unclaimed dividends
and shares from IEPF. In this regard, the Company published
notice on its website and in newspapers to inform and
encourage shareholders to claim their shares from the
IEPF. The Company also submitted the necessary reports
in the prescribed format to the Ruthority confirming its
participation in the said campaign.

Annum RETURn

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Rct, the Annual Return as on March 31, 2026 is available
on the Company's website at https://orientelectric/pages/
annual-returns.

SIGniFICRnT AnD MATERIAL orders
PASSED BY Any REGULATORS OR COURTS

During the financial year 2025-26, there were no
significant or material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status and
operations of the Company in the future.

AFFIRMATIOnS

1. To the best of our knowledge and the information
available, no application has been made under
the Insolvency and Bankruptcy Code, hence the
requirement to disclose the details of application made
or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016, as amended, during the year
along with their status as at the end of the financial
year is not applicable.

2. During the year under review, your Company has
not made any one-time settlement with any bank or
financial institution.

acknowledgements

Your Directors take this opportunity to express gratitude to
the Company's valued customers, trusted suppliers, banks
and financial institutions, dedicated channel partners,
business associates, Central and State Governments
and esteemed shareholders for their enduring trust,
support, and steadfast confidence in the Company. Your
directors acknowledge and hereby extend their heartfelt
appreciation for the unwavering dedication, support and
commitment demonstrated by the Company's employees
across all levels.

For and on behalf of the Board of Directors
Orient Electric Limited

CK Birla

Place: new Delhi Chairman

Date: May 08, 2026 Din:00118473