We have audited the accompanying financial statements of
Orient Electric Limited ("the Company"), which comprise the
Balance sheet as at March 31, 2025, the Statement of Profit and
Loss, including the statement of Other Comprehensive Income,
the Statement of Cash Flows and the Statement of Changes
in Equity for the year then ended, and notes to the financial
statements, including a summary of material accounting policies
and other explanatory information.

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid financial statements
give the information required by the Companies Rct, 2013,
as amended ("the Rct") in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company
as at March 31, 2025, its profit including other comprehensive
income, its cash flows and the changes in equity for the year
ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance
with the Standards on Ruditing (SRs), as specified under section
143(10) of the Rct. Our responsibilities under those Standards
are further described in the 'Auditor's Responsibilities for the
Rudit of the Financial Statements' section of our report. We are
independent of the Company in accordance with the 'Code of
Ethics' issued by the Institute of Chartered Rccountants of India

together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the
Rct and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the financial statements.

Key Rudit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements for the financial year ended March 31, 2025. These
matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these
matters. For each matter below, our description of how our audit
addressed the matter is provided in that context.

We have determined the matters described below to be the
key audit matters to be communicated in our report. We
have fulfilled the responsibilities described in the Auditor's
responsibilities for the audit of the financial statements
section of our report, including in relation to these matters.
Rccordingly, our audit included the performance of procedures
designed to respond to our assessment of the risks of material
misstatement of the financial statements. The results of our
audit procedures, including the procedures performed to address
the matters below, provide the basis for our audit opinion on the
accompanying financial statements.

Other Information

The Company's Board of Directors is responsible for the other
information. The other information comprises the Director's
Report, Management Discussion and Analysis and Business
Responsibility & Sustainability Report (BRSR) but does not
include the financial statements and our auditor's report
thereon. The other information is expected to be made available
to us after the date of this auditor's report.

Our opinion on the financial statements does not cover the
other information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the financial statements, our
responsibility is to read the other information identified above
when it become available and, in doing so, consider whether
such other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated.

Responsibilities of Management and Those
Charged with Governance for the Financial
Statements

The Company's Board of Directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation
of these financial statements that give a true and fair view of
the financial position, financial performance including other
comprehensive income, cash flows and changes in equity of
the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015,
as amended. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and the design, implementation and maintenance
of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation
of the financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is
responsible for assessing the Company's ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.

Those Charged with Governance are also responsible for
overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the
Financial Statements

Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of
the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial
controls with reference to financial statements in place
and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.

• Conclude on the appropriateness of management's use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as
a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor's
report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained
up to the date of our auditor's report. However, future
events or conditions may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and
whether the financial statements represent the underlying
transactions and events in a manner that achieves
fair presentation.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the financial statements for the
financial year ended March 31, 2025 and are therefore the
key audit matters. We describe these matters in our auditor's
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our
report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits
of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order,
2020 ("the Order"), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the
Act, based on our audit we give in the "Annexure 1" a
statement on the matters specified in paragraphs 3 and
4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required
by law have been kept by the company so far as it
appears from our examination of those books except
for the matters stated in the paragraph 2(i)(vi) below
on reporting under Rule 11(g).

(c) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive
Income, the Statement of Cash Flows and Statement
of Changes in Equity dealt with by this Report are in
agreement with the books of account;

(d) In our opinion, the aforesaid financial statements
comply with the Accounting Standards specified under
Section 133 of the Act, read with Companies (Indian
Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received
from the directors as on March 31, 2025 taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2025 from
being appointed as a director in terms of Section 164
(2) of the Act;

(f) The qualification relating to the maintenance of
accounts and other matters connected therewith are
as stated in the paragraph 2(b) above on reporting
under Section 143(3)(b) and paragraph 2(i)(vi) below
on reporting under Rule 11(g);

(g) With respect to the adequacy of the internal financial
controls with reference to these financial statements
and the operating effectiveness of such controls, refer
to our separate Report in "Annexure 2" to this report;

(h) We draw attention to note 50 to the financial
statements for the year ended March 31, 2025,
which states that the managerial remuneration paid /
payable to the Managing Director of the Company is
H 6.85 crores as compared to the prescribed limits
under Section 197 read with Schedule V to the
Companies Act, 2013 of H 6.04 crores. As per the
provisions of the Act, the excess remuneration is
subject to approval of the shareholders which the
Company proposes to obtain in the forthcoming
Annual General Meeting.

(i) With respect to the other matters to be included
in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended in our opinion and to the

best of our information and according to the

explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in
its financial statements - Refer note 33 to the
financial statements;

ii. The Company did not have any long-term
contracts including derivative contracts for which
there were any material foreseeable losses;

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund by the Company

iv. a) The management has represented that,

to the best of its knowledge and belief,
no funds have been advanced or loaned
or invested (either from borrowed funds
or share premium or any other sources
or kind of funds) by the Company to or
in any other persons or entities, including
foreign entities ("Intermediaries"), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or
invest in other persons or entities identified
in any manner whatsoever by or on behalf
of the Company ("Ultimate Beneficiaries")
or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;

b) The management has represented that,
to the best of its knowledge and belief, no
funds have been received by the Company
from any persons or entities, including
foreign entities ("Funding Parties"), with
the understanding, whether recorded in
writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest
in other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused
us to believe that the representations
under sub-clause (a) and (b) contain any
material misstatement.

v. The final dividend paid by the Company during
the year, in respect of the same declared for
the previous year is in accordance with section
123 of the Rct to the extent it applies to
payment of dividend.

The interim dividend declared and paid by the
Company during the year and until the date of
this audit report is in accordance with section
123 of the Rct.

Rs stated in note 42 to the financial statements,
the Board of Directors of the Company have
proposed final dividend for the year which
is subject to the approval of the members
at the ensuing Annual General Meeting. The
dividend declared is in accordance with section
123 of the Rct to the extent it applies to
declaration of dividend.

vi. Based on our examination which included test
checks, the Company has used accounting
software for maintaining its books of account
which has a feature of recording audit trail
(edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the software except that, audit
trail feature is not enabled for direct changes
made using privileged access rights into the
database, as described in note 48 to the
financial statements. Further, as explained in
the said note, we are unable to comment on
whether certain features of the audit trail of
the said software have operated throughout
the year or whether there were any instances
of the audit trail feature being tampered with in
the absence of log of changes to certain audit
trail features. Rdditionally, the audit trail of prior
year has been preserved by the Company as per
the statutory requirements for record retention.

For S.R. Batliboi & Co. LLP

Chartered Rccountants

ICRI Firm Registration number: 301003E/E300005

per Rmit Gupta

Partner

Membership number: 501396

UDIn: 25501396BMOWFS1649

Place of Signature: new Delhi

Date: April 25, 2025