Your Directors are pleased to present the Board Report on the business and operations of Orient Electric Limited (the 'Company' or
'Orient Electric') together with the audited financial statements for the financial year ended March 31, 2025.

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

Orient Electric delivered a satisfactory operational performance
for the financial year 2024-25. Although the industry faced
intermittent challenges with fluctuating commodity prices,
supply chain disruptions and continued price erosion in
Lighting, the Company navigated these headwinds effectively
to demonstrate double digit growth consecutively for two
financial years. The company also demonstrated strong financial
performance with significant growth in EBITDA and PAT.

During the year under review, the Electric Consumer Durables
('ECD') segment recorded growth at par with industry, fuelled
by a strong summer season and continued benefit from our
strategy of premiumisation and going Direct to Market in
Distribution in Fans. The company witnessed strong growth in
the fast-growing BLDC segment with new launches across price
segments. Good growth was also witnessed in Air Coolers with
new product launches and distribution penetration across offline
and online channels.

The Lighting and Switchgear segment posted market leading
growth, supported by continued focus on distribution expansion
and product premiumisation in Lighting. The company continued
to demonstrate robust growth in B2B segment with several
marquee facade lighting projects like Ghosukupur Salsabari
(GSRP) Project, Siliguri; Meerut najibabad Highway; Gurugram
Sohna Highway; Wadi Flyover; Pune Metro; and Patna Airport
executed through the year.

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

Throughout the year, the company strengthened its brand
presence through impactful marketing campaigns with
contextual media targeting. The Company also ensured continued
engagement on various social media platforms through always
on presence and influencer engagements. Several consumers
experience enhancement initiatives were undertaken to improve
consumer connect with implementation of digital tools for faster

response to customer queries and improving service ability to
more than 19,000 pin codes.

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

FinRnCIRL HIGHLIGHTS

Revenue from operations was H 3,093.68 crores as against
H 2,812.12 crores in the previous year, recording a growth
of 10.01%. Employee cost as a percentage to revenue from
operations was 9.89% (H 306.06 crores) as against 9.21%
(H 258.88 crores) in the previous year. Other expenses
as a percentage to revenue from operations was 15.65%
( H 484.31 crores) as against 16.07% ( H 451.92 crores) in the previous
year. Profit before exceptional items and tax for the current year
is H 112.25 crores as against H 77.58 crores in the previous year, a
variance of 44.69%. Profit after tax (PAT*) for the current year is
H 83.21 crores as against H 75.27 crores in the previous year a
variance of 10.55 %. During and for the financial year 2024-25,
the Company paid H 29.04 crores as direct tax as compared to
H 20.99 crores during and for the financial year 2023-24.

* before other comprehensive income

AWARDS & RCCOLRDES

During the financial year 2024-25, the Company was honoured
with the following prestigious awards and accolades:

Great Place To Work - Certified for the sixth year in a row
and recognised as Top 50 companies in Manufacturing. 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 Rward - The company has bagged the prestigious
'Red Dot' award for one of our innovative concept designs. The
Red Dot Design Award is recognized internationally as one of
the most sought-after seals for design excellence.

DIVIDEnD

During the year under review, the Board of Directors of the
Company at their meeting held on January 29, 2025, declared
an Interim dividend of H 0.75 (75%) per equity share of the
face value of H 1 each. The interim dividend was paid to the
shareholders on February 12, 2025.

Further, the Board, at its meeting held on April 25, 2025, has
recommended a final dividend of H 0.75 (75%) per equity share
of H 1 each of the Company, for the year ended March 31, 2025,
subject to the approval of the shareholders at the ensuing
Annual General Meeting ('AGM') of the Company.

In order to determine the eligibility of shareholders to receive
the dividend for the fiscal year ended on March 31, 2025,

the Register of Members and Share Transfer Books of the
Company will be closed from Saturday, July 19, 2025, to Friday,
July 25, 2025 (both days inclusive).

The total dividend amount for the financial year 2024-25,
including the proposed final dividend, amounts to H 1.50 (150%)
per equity share of the face value of H 1 each.

In view of the changes made under the Income-Tax Act, 1961,
by the Finance Act, 2020, as amended, 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 43A of
the Listing Regulations is available on the Company's website:
https://orient electric//dividend-distribution-Policy.pdf

UnCLRIMED 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 Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND
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 Act, 2013
(the "Act"), during the financial year ended March 31, 2025.

TRANSFER TO GENERAL RESERVE

During the financial year ended March 31, 2025, Company has
transferred H 15 crores to the General Reserve of the Company.

SHARE CAPITAL

During FY 2024-25, there was no change in the authorised,
subscribed and paid-up share capital of the Company. As on
March 31, 2025, the paid-up and subscribed share capital of the
Company stood at H 21,33,65,899 /- divided into 21,33,65,899
equity shares of H 1/- each.

SHARES UNDER UNCLAIMED SUSPENSE ACCOUNT

Details of equity shares of the Company lying in Orient Electric
Limited - Unclaimed Suspense Account, as on March 31, 2025, as
per the provisions of Regulations 34, 39 read with Schedule V(f)
of Listing Regulations, are provided in the Corporate Governance
Report forming part of this Annual 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 Sweet Equity) Regulations, 2021 (‘ESOP Regulations’) and
Listing Regulations. During the year under review 3,00,378
stock options were granted under the said ESOP Scheme. Each
option entitles the holder to acquire one equity share of H 1/-
each of the Company at the exercise price fixed at the time of
grant. Further 4,01,129 stock options lapsed.

Details of ESOPs, required under ESOP Regulations, are provided
under financials of the Company and can also be accessed
at the Web-link: https://orientelectric/files/ESOP-Website_
disclosure_31.03.2025.pdf

The details of ESOP Scheme pursuant to ESOP Regulations
as on March 31, 2025 is uploaded on the website of the
Company at the weblink: https://orient electric/ESOP_Scheme-_
Final-18.03.2019_signed.pdf. In terms of Regulation 13 of ESOP
Regulations, the Certificate from R.K. Labh & Co. 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. The Company has not accepted any
loans from any of its directors.

HOLDING, SUBSIDIARY, ASSOCIATE RnD JOINT
VENTURE COMPANIES

During the financial year ended March 31, 2025, 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
Articles of Rssociation of the Company, Mr. Ravindra Singh negi
(DIIT: 10627944), Managing Director & CEO 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 members of the Company at the ensuing RGM. R
brief profile and other details relating to Mr. negi is provided in
the notice of ensuing RGM.

Mr. Desh Deepak Khetrapal (DIn: 02362633) resigned as the
Vice- Chairman & Managing Director of the Company w.e.f. the
close of business hours on May 30, 2024 and consequently

ceased to be a Director of the Company w.e.f. the said date.
The Board of Directors and the Management of the Company
expressed deep appreciation and gratitude to Mr. Khetrapal for
his extensive contribution and stewardship.

Based on the recommendation of the nomination and
Remuneration Committee, the Board of Directors in their
meeting held on May 30, 2024, approved the appointment of
Mr. Ravindra Singh negi (DIn: 10627944), as the Managing Director
& CEO of the Company w.e.f. May 31, 2024 for a period of 5 (five)
years. His appointment was approved by the shareholders at
8^th Rnnual General Meeting dated Rugust 01, 2024.

Key Managerial Personnel (KMP)

During the year under review, Mr. Saibal Sengupta, Chief
Financial Officer superannuated from the Company w.e.f.
December 31, 2024. Mr. Hitesh Kumar Jain, resigned from the
position of Company Secretary & Compliance Officer of the
Company w.e.f. December 20, 2024. The Board placed on record
its sincere appreciation for the contribution made by them
over the years.

Mr. Rrvind Kumar Vats, was appointed as Chief Financial Officer
of the Company w.e.f. January 01, 2025. Ms. Dipti Mishra,
was designated as Compliance Officer of the Company w.e.f.
March 07, 2025.

In terms of the provisions of Section 2(77) of the Rct, 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.

DECLARATION BY INDEPENDENT DIRECTORS

Rll the Independent Directors have given declarations
that they continue to meet the criteria of independence
as laid down under Section 149(6) of the Rct and
Regulation 16(1)(b) of the 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. Rll the Independent
Directors have confirmed that they are complying with the Rules
6(1) and 6(2) of the Companies (Rppointment and Qualification
of Directors) Rules, 2014, with respect to registration with the
data bank of Independent Directors maintained by the Indian
Institute of Corporate Rffairs. Based on the disclosures received,
the Board is of the opinion that, all the Independent Directors
fulfill the conditions specified in the Rct and Listing Regulations
and are independent of the management.

BOARD EVALUATION

In accordance with the provisions of the Rct and the Listing
Regulations, annual performance evaluation of the Board, its
committees, and the Directors were carried out during the

year under review, under the supervision of nomination and
Remuneration Committee, 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 2024-25, which forms part of this Rnnual Report.

FRMILIRRIZRTIOn PROGRAMME FOR inDEPEnDEnT
DIRECTORS

Details of the familiarization programs conducted for
Independent Directors during the financial year 2024-25 are
provided in the Corporate Governance Report which forms part
of this Rnnual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

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

a. In the preparation of the Rnnual Rccounts for the
financial year ended March 31, 2025, the applicable
Rccounting 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 Rct for safeguarding the assets
of the Company and for preventing and detecting fraud and
other irregularities;

d. The directors have prepared these Rnnual Rccounts 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 Rct 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, (as required under the Rct) are provided
in Annexure A.

Details of remuneration of employees in term of the provisions
of Section 197 of the Rct read with Rule 5(2) and 5(3) of the
Companies (Rppointment and Remuneration of Managerial
Personnel) Rules, 2014, are provided in a separate annexure
and forms part of this Report. Pursuant to the provision of
Section 136 of the Rct this Report is being sent to the
shareholders of the Company excluding the statement of
particulars of employees. The said information is available for
inspection at the registered office of the Company up to the date
of the forthcoming RGM. Rny member interested in obtaining a
copy of the said statement may write to the Company Secretary
& Compliance Officer at investor@orientelectric.com and the
same will be furnished upon such request.

BOARD AnD ITS COMMITTEES

The Board of Directors met seven (7) times during the
financial year 2024-25. The details of the same are provided
in the Corporate Governance Report, which forms part of
the Rnnual 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:

The Committees constituted by the Board of Directors include:

• Rudit Committee

• nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

• 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 Rnnual Report.

Rll 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, 2025, 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

R meeting of the Independent Directors without the presence
of non-Independent Directors and members of the management
of the Company was held on December 12, 2024. More details
about this meeting are provided in the Corporate Governance
Report forming part of this Rnnual Report.

CORPORRTEGOVERNANCE

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 Listing Regulations forms part of this Annual Report.
Following these good practices enables the Company to create
sustainable long-term value for its stakeholders.

Orient Electric's Corporate Governance Report for the financial
year ended March 31, 2025, is included in this Annual
Report. A Certificate from the Managing Director and Chief
Financial Officer of the Company, in compliance with Listing
Regulations, is annexed to the Corporate Governance Report.
M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, have
confirmed the Company's compliance with the conditions of
Corporate Governance stipulated in the Listing Regulations
which confirmation is also annexed to the Corporate
Governance Report.

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 hazards 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
references are provided in the Corporate Governance 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.

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:orient-electric-whistle-blower-policy.pdf

NOMINATION AND REMUNERATION 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 Policy during the financial year 2024-25.
The Policy is also available on the website of the Company at
https:orientelectric-nomination-remuneration-policy.pdf.

AUDITORS

Statutory Auditors & Audit Report

The shareholders of the Company, on the recommendation
of the Board of Directors, at the AGM held on July 25, 2022,
re-appointed M/s. S.R. Batliboi & Co. LLP, Chartered Accountants,
(ICAI Firm Registration Number 301003E/ E300005), as
Statutory Auditors of the Company for the second term from
the conclusion of 6^th AGM till the conclusion of 10^th AGM of the
Company to be held in calendar year 2026.

The Audit report for the financial year 2024-25, issued by
the Statutory Auditors, does not contain any qualification,
reservation, adverse remark or disclaimer. The Auditors have
also confirmed that during their audit process for the financial
year 2024-25, 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, under
Section 143(12) of the Act.

Secretarial Auditor

Secretarial Auditors, M/s A. K. Labh & Co., Practicing Company
Secretaries, issued the Secretarial Audit Report for the
financial year 2024-25, as required under the Act and Rules
made thereunder, as well as Regulation 24A of the Listing
Regulations. The report does not contain any qualification,
reservation, adverse remark or disclaimer and has been provided
in Annexure B to this Report.

Additionally, in compliance with Regulation 24A of the Listing
Regulations, the Secretarial Compliance Report for the financial
year 2024-25 was received from Mr. A.K. Labh. 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 is available on the Company's
website and can be accessed at the following weblink:
https:orientelectric.Secretarial.Compliance.Report.2024.pdf.

The Board of Directors of the Company, on the recommendation
of the Audit Committee, has appointed LABH & LABH Associates,
Company Secretaries (FRN: P2025WB105500) as the Secretarial
Auditor to conduct an audit of the secretarial records of the
Company for a term of five (5) consecutive years i.e., from FY
2025-26 to FY 2029-30, subject to the approval of shareholders
at the 9^th Annual General Meeting of the Company.

Cost Auditor

The Company is maintaining proper cost records in compliance
with the requirements of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, as amended.
Mr. Somnath Mukherjee, Cost Accountant in Practice
(M. No. - 5343), appointed as the Cost Auditor of the Company for
conducting the audit of the cost records of specific products for
the financial year ended March 31, 2025, shall provide the Cost
Audit Report for the financial year 2024-25 within the timeframe
prescribed under the Act and the rules made thereunder.

Upon the recommendation of the Audit Committee, the Board
has appointed Mr. Somnath Mukherjee, Cost Accountant in
Practice (M. No. - 5343) as the Cost Auditor of the Company
for the financial year 2025-26. Pursuant to the provisions of
Section 148 of the Act read with the Companies (Audit and

Auditors) Rules, 2014, the remuneration payable to the Cost
Auditor requires ratification by the shareholders. Therefore, the
Board recommends the ratification of the remuneration payable
to the Cost Auditor by the shareholders at the ensuing AGM.

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 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 2024-25,
is presented as a part of this Annual Report.

management Discussion AnD analysis report

In terms of Regulation 34 of the Listing Regulations, the
Management Discussion and Analysis Report for the year under
review is presented in a separate section, forming an integral
part of this Annual 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 Act
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://www.orientelectric.com/images/investors/corporate-
social-responsibility-policy.pdf.

PREVENTION OF SEXURL HRRRRSMEnT 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) Act, 2013 (‘POSH’) and the Rules made thereunder,
the Company has in place a policy on the Prevention of Sexual
Harassment at Workplace. The Company has constituted
Internal Complaints Committee at all its working locations, as
applicable, in India to consider and resolve compliant(s), if any
received under POSH.

During the financial year 2024-25, no complaint was reported
under the provisions of the POSH. The requisite details
mandated by POSH are provided in the Corporate Governance
Report, which is part of this Annual Report.

RELATED PARTY TRANSACTIONS

All transactions of the Company with its related parties during
the financial year 2024-25 were at arm's length basis, and in the
ordinary course of business operations of the Company, which
were pre-approved by the Audit Committee. All 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://
orientelectric/files/Related/Party/Policy-/OEL.pdf.

During the reporting period, there were no material related
party transactions as per Listing Regulation and the Related
Party Transaction Policy of the Company. Accordingly, the
declaration in Form AOC-2 under Section 134(3)(h) of the Act
is not applicable. All related party transactions of the Company
during the financial year 2024-25 are provided in Note No. 34 of
the Financial Statements.

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, has 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 Act, read with Rule 8 of the Companies
(Accounts) Rules, 2014 regarding conservation of energy,
technology absorption and foreign exchange earnings and
outgo, is given in the statement annexed as Annexure D 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, 2025.

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 2024-25 under review and the date of this Report,
except as disclosed in this report or any annexure thereof.

INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of the Act and the Investor
Education and Protection Fund (Accounting, Audit, Transfer,
and Refund) Rules, 2016 (‘IEPF Rules’), all unclaimed dividends
are mandated to be transferred to the Investor Education and
Protection Fund (‘IEPF’) after a period of seven consecutive
years. Additionally, shares on which dividend remains
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 Authority
(‘IEPF Authority’) 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 Authority 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 Authority, overseen by the Nodal Officer. All 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
Authority in respect of shares transferred to IEPF Authority,
are provided in the Corporate Governance Report included in
this Annual Report.

AnnUAL RETURn

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Rct, the Annual Return as on March 31, 2025 is available on
the Company's website at https://orientelectric/files/Form_
MGT-_7_24-25.pdf

SIGniFICAnT AnD MATERIAL orders passed by
Any REGULATORS OR COURTS

During the financial year 2024-25, 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, 2016, hence the requirement to disclose
the details of the 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: April 25, 2025 Din:00118473