Directors Report of Orient Electric Ltd.

Mar 31, 2025

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:

Particulars	2024-25	2023-24
Revenue from operations	3,093.68	2,812.12
Other Income	11.84	15.54
Total Revenue	3,105.52	2,827.66
Total Expenditure (Before Depreciation, Amortization & Finance Cost)	2,889.98	2,667.80
Profit before Finance Costs, Depreciation and Amortisation	215.54	159.86
Depreciation and Amortization Expense	79.06	59.02
Finance Costs	24.23	23.26
Exceptional item	nIL	18.68
Profit Before Tax (PBT)	112.25	96.26
Tax	29.04	20.99
Profit After Tax (PAT)	83.21	75.27
Other Comprehensive Income	0.56	1.28
Total comprehensive income for the year	83.77	76.55
Dividend	32.00	32.00
Transfer to General Reserve	15.00	15.00
Balance carried to Balance Sheet	672.96	617.59
Earnings per Share (Basic) (In J)	3.90	3.53

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 [email protected] 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

---

Mar 31, 2024

The Directors have pleasure to present the report on the business and operations of Orient Electric Limited (the ''Company'' or ''Orient Electric'') and the audited financial statements, for the financial year ended March 31, 2024.

OVERVIEW OF FinRnCIRL RESULTS

Key highlights of financial performance for the year ended March 31, 2024, is summarised as below:

(Rs. in Crores)
Particulars	2023-24	2022-23
Revenue from operations	2,812.12	2,529.17
Other Income	15.54	26.98
Total Revenue	2,827.66	2,556.15
Total Expenditure (Before Depreciation, Amortization & Finance Cost)	2,667.80	2,378.56
Profit before Finance Costs, Depreciation and Amortisation	159.86	177.59
Depreciation and Amortization Expense	59.02	53.50
Finance Costs	23.26	22.15
Exceptional item (Gain)	18.68	-
Profit Before Tax (PBT)	96.26	101.94
Tax	20.99	26.09
Profit After Tax (PAT)	75.27	75.85
Other comprehensive Income / (Losses)	1.28	0.5
Total comprehensive income for the year	76.55	76.35
Dividend	32.00	42.48
Transfer to General Reserve	15.00	15.00
Balance carried to Balance Sheet	617.59	563.36
Earnings per Share (Basic) (In J)	3.53	3.57

HIGHLIGHTS OF OPERATIONAL PERFORMANCE:

Orient Electric showed a satisfactory operational performance for the Financial Year 2023-24. Though the industry was sporadically affected by headwinds caused by geopolitical turmoil, unprecedented seasonality disruptions and technology changes, the Company has been able to perform with resilience posting a recovery with an uptick in the second half of the financial year''24. Furthermore, the industry and the Company has also been subjected to several regulatory changes in course of the year which had short term cascading impact on the business delivery and financial performance. During the year under review, the Electric Consumer Durables (''ECD'') showed a robust growth backed by distribution strengthening, launch of new models of fans like Ecotech, I-Falcon, Jazz- Antidust, and widening the depth into e-commerce platform. Lighting, Switchgear and Wiring Accessories (''Lighting'') segment saw a moderate growth mainly impacted by value erosion of LED lamps due to technology changes which brought costs down for the industry. The Company has further expanded its distribution footprint through transition to and leveraging the Direct-to-Market (''DTM'') structure in Fans and is now present in eight markets

which are showing encouraging high double-digit growth and market share expansion. The Company is further strengthening its position in the e-commerce and large format retail channels and in its journey towards scaling up these channels has recorded high growth during the year with increased share of business, primarily from the ECD segment. With the objective of getting closer to our customers, the Company launched its direct-to-consumer website, ''shop.orientelectric.com''. offering entire range of products, seasonal promotions and introducing new features to enhance customer experience. Throughout the year, the Company kept expanding product offerings in ECD and Lighting segments. Showcasing our expertise in facade lighting, during the celebration of 77th Independence Day of India, the Company illuminated several iconic buildings across India, such as Rail Bhawan and Baroda House in new Delhi, Leh Main Gate, Bharati Park in Puducherry, Varanasi Cantt. Railway Station in Tricolours as part of our ‘#OrientlightsupIndia’ Initiative. The Company is proud to be associated with the illumination of the prestigious ''Sudarshan Setu'' at Dwarka, Gujarat, apart from many other notable projects detailed in the business sections in the Annual Report.

The setup of the Company''s state-of-the-art manufacturing facility at the greenfield site in Hyderabad got commissioned in May 2024 and commercial production commenced from May 06, 2024.

More detailed insights into our operations, are presented in the ''Management Discussion and Analysis'' report forming part of this Annual Report.

FinRnCIRL HIGHLIGHTS

Revenue from operations was H2812.12 crores as against H2,529.17 crores in the previous year, recording a decent growth of 11.18%. Employee cost as a percentage to revenue from operations was 9.21% (H258.88 crores) as against 7.61% (H192.6 crores) in the previous year. Other expenses as a percentage to revenue from operations was 16.07 % (H451.92 crores) as against 14.30% (H361.41 crores) in the previous year. Profit before exceptional items and tax for the current year is H77.58 crores as against H101.94 crores in the previous year, a variance of 23.90 %. Profit after tax for the current year is H75.27 crores as against H75.85 crores in the previous year a variance of 0.76 %. During and for the financial year 2023-24, the Company paid H20.99 crores as direct tax as compared to H26.09 crores during and for the financial year 2022-23.

AWARDS & RCCOLRDES

During the financial year 2023-24, the Company has received following prestigious awards and accolades:

Great Place To Work - Certified for the fifth year in a row. 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.

Iconic Brands of India - Orient Electric was featured among the "Iconic Brands of India" for the year 2023 by ET Edge - An Economic Times Initiative. This prestigious accolade is a testament to your Company''s growth journey over the years, consumer-centric business model, continued brand relevance and consumer trust.

Super Brand India 2024 - Conferred for the sixth consecutive time in the fans category, fourth consecutive time in the coolers category, and third consecutive time in the lighting products category. This prestigious recognition is not just an accolade,

rather a testament to the trust that consumers place in the Company across multiple product categories.

DIVIDEND

During the financial year 2023-24, the Board of Directors (‘Board’) has declared an interim dividend of H0.75 (75%) per equity share of the face value of H1 each on February 01, 2024, which was paid to the shareholders on and from February 21, 2024.

Further, the Board, at its meeting held on May 09, 2024, has recommended a final dividend of H0.75 per equity share of H1 each of the Company, for the year ended March 31, 2024, 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, 2024, the Register of Members and Share Transfer Books of the Company will be closed from July 26, 2024 to August 01, 2024 (both days inclusive).

The total dividend amount for the financial year 2023-24, including the proposed final dividend, amounts to H1.50 (150%) per equity share of the face value of H1 each.

As per the Income-Tax Act, 1961, as amended, dividend paid or distributed by the companies are now 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 Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 (‘Listing Regulations’) is available on the Company''s website: https://www.orientelectric. com/images/investors/dividend-distribution-Policy.pdf.

UNCLAIMED 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 report.

PARTICULARS OF LOAnS, GUARANTEES AnD inVESTMEnTS

During the financial year ended March 31, 2024, the Company did not extend any loans, provide guarantees or securities, or make investments that fall under the provisions of Section 186 of the Companies Act, 2013. (''Act'')

TRAnSFER TO GEnERAL RESERVE

The Company has transferred H15 crores to the General Reserve for the financial year ended March 31, 2024.

SHARE CAPITAL

During the financial year 2023-24 there was no change in the Authorised share capital of the Company and it stands at H25,00,00,000 divided into 25,00,00,000 equity shares of H1/-each. During the year under review, the Paid-up share capital of the Company increased from 21,27,85,578 equity shares of H1 each to 21,33,65,899 equity shares of H1 each pursuant to allotment of 5,80,321 equity shares upon exercise of equal number of vested stock options by the employees, granted under Orient Electric Employee Stock Option Scheme - 2019.

SHARES UNDER UNCLAIMED SUSPENSE ACCOUNT

Details of equity shares of the Company lying in Orient Electric Limited - Unclaimed Suspense Account, as on March 31, 2024, 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

As 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 11,17,387 new Stock Options were granted to the eligible employee of the Company under the said ESOP Scheme, while 4,31,961 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://www.orientelectric.com/images/investors/ ESOP-Website-Disclosure-Mar2024.pdf.

DEPOSITS

The Company has not accepted any deposits from the public under Chapter V of the Act 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 loan from any of its directors.

HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the financial year ended March 31, 2024, the Company had no holding, subsidiary, associate, or joint venture company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there have been following changes in the Board members and Key Managerial Personnel of the Company:

• Mr. Rakesh Khanna (Din:00266132) resigned as the Managing Director and Chief Executive Officer (''CEO'') of the Company w.e.f. the close of business hours on April

03, 2023. The Board members placed on record their appreciation for all the contribution and guidance rendered by Mr. Rakesh Khanna during his over 9 years'' tenure with the Company.

• Mr. Rajan Gupta (Din: 07603128), who was appointed as the Managing Director & CEO, of the Company w.e.f. April

04, 2023, approved by the shareholders through Postal Ballot on June 21, 2023, resigned from the Company due to his personal reasons w.e.f. the close of business hours on July 14, 2023.

• The Board on the recommendation of the nomination and Remuneration Committee and after considering the expertise and experience of Mr. Desh Deepak Khetrapal (DIn: 02362633), Vice-Chairman, appointed him, as the Managing Director of the Company for a period of 1 year effective from July 15, 2023 and designated him as ViceChairman and Managing Director. Shareholders of the Company approved the appointment of Mr. Desh Deepak Khetrapal as the Managing Director with overwhelming majority through Postal Ballot on September 10, 2023.

• The Board on the recommendation of the nomination and Remuneration Committee appointed Mr. Raju Lal (DIn: 10347289) as a non-Executive, Independent Director of the Company effective from October 11, 2023 and the said appointment is approved by the shareholders

with overwhelming majority through a Postal Ballot on December 10, 2023.

• In accordance with the provisions of the Act and in terms of the Memorandum and Articles of Association of the Company, Mr. Chandra Kant Birla, Non-Executive Director and Chairman of the Company is liable to retires by rotation at the ensuing AGM and has offered himself for re-appointment.

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 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. In the opinion of the Board, the Independent Director appointed during the year under review, possesses, required skills, knowledge and, expertise (including the proficiency).

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.

BORRD EVALUATION

In accordance with the provisions of the Act and the Listing Regulations, annual performance evaluation of the Board, its committees, and the Directors was 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 2023-24 which forms part of this Annual Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of the familiarization provided to Independent Directors during the financial year 2023-24 are provided in the Corporate Governance Report for the financial year 2023-24 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. In the preparation of the Annual Accounts for the financial year ended March 31, 2024, 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 and loss 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 Director and Key Managerial Personnel (''KMP'') to the median of employees'' remuneration, (as required under the Act) are provided in Rnnexure A.

Details of remuneration of employees in term of the provisions of Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment 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 Act 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 AGM. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at [email protected] and the same will be furnished upon such request.

BORRD RnD ITS COMMITTEES

The Board met five (5) times during the financial year 202324. The details of the same are provided in the Corporate Governance Report which forms part of the Annual Report.

The Board has established several Committees of directors, each entrusted with specific responsibilities and empowered with adequate authority to address diverse issues efficiently, ensuring prompt resolution. These Committees operate with defined terms of reference, outlining their purpose, role, and responsibilities.

The Committees constituted by the Board include:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

Complete details regarding the composition, roles, terms of reference, powers, and meetings of the aforementioned committees are provided in the Corporate Governance Report, which is an integral 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, 2024, all recommendations and suggestions mandated 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 under statutory requirements.

MEETING OF inDEPEnDEnT DIRECTORS

A meeting of the Independent Directors was convened separately on January 12, 2024, in line with best prevailing

corporate governance practices. More details about this meeting are provided in the Corporate Governance Report.

CORPORATE GOVERNANCE

Orient Electric''s corporate governance philosophy is based on fostering and maintaining the culture of trust, ethics, honesty, transparency and fixing accountability, which are fundamental to a good corporate governance framework. These are reflection of core values of the Company which have been imbibed in our day-to-day functioning. Following these good practices enable the Company to create sustainable long-term value for its stakeholders.

Orient Electric''s Corporate Governance Report for the financial year ended March 31, 2024, 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 risks internal 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 reference 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 mitigation plans undertaken do not foreseeably threaten the existence of the Company or its going concern status.

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.

noMinATion AnD remuneration policy

To harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Act, rules made thereunder and the Listing Regulations, the Company has implemented Nomination and Remuneration Policy. The key objectives of this Policy, inter-alia, include:

• Laying down the criteria for board membership, ensuring an appropriate balance between Executive and NonExecutive directors.

• Outlining a framework to ensure that the Company''s remuneration levels are aligned with industry practices.

• Establishing an effective method for evaluating the performance of the Board, its Committees, and individual 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 2023-24. The Policy is also available on the website of the Company at https://www.orientelectric.com/images/investors/nomination-remuneration-policy.pdf.

auditors

Statutory Auditors & Audit Report

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301003E/ E300005), acting as the Statutory Auditors of the Company, continuing their second term until the conclusion of the 10th AGM.

The Audit report for the financial year 2023-24, issued by the Statutory Auditors, does not contain any qualification, reservation, or adverse remarks. The Auditors have also confirmed that during their audit process for the financial year 2023-24, 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.

Secretarial Auditors, M/s A. K. Labh & Co., Practicing Company Secretaries, issued the Secretarial Audit Report for the financial year 2023-24, 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, or adverse remarks and has been provided in Rnnexure B to this Report.

Additionally, in compliance with Regulation 24A of the Listing Regulations, the Secretarial Compliance Report for the financial year 2023-24 was received from Mr. A.K. Labh and was timely filed with the stock exchanges. 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://www.orientelectric.com/images/investors/secretarial-compliance-report-2024.pdf

The Board on the recommendation of the Audit Committee, has appointed M/s A. K. Labh & Co., Practicing Company Secretaries, (Certificate of Practice No. 3238), as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2024-25.

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, 2024, shall provide the Cost Audit Report for the financial year 2023-24 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 2024-25. 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.

SUSTAINABILITY - BUSinESS RESPOnSIBILITY AnD SUSTAINABILITY REPORT

We at Orient Electric, being one of the leading consumer electric goods companies, always remain cautious of the impact of our actions on the environment. In order to create a healthier future for our planet, we continue to foster belief and intensify sustainable activities by harnessing technology to combat climate change, conserve electricity and water, manage waste effectively and reduce green-house gas emission.

On the social front, the Company''s efforts are directed towards making underprivileged strata of our society including women, empowered by providing better means of education, helping them enhance their technical and soft skills, and arranging improved healthcare facilities. Orient Electric is committed to fostering diversity and inclusion within our workforce, promoting employee wellness and enhancing their overall experience.

In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (''BRSR'') of the Company disclosing its actions on Environmental, Social, and Governance (''ESG'') parameters during the financial year 2023-24, forms part of the Annual Report.

MANAGEMENT DISCUSSION AnD ANALYSIS REPORT

Pursuant to 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 established a Corporate Social Responsibility Policy (''CSR Policy'') that articulates our commitment to social responsibility and delineates guidelines and mechanisms for implementing impactful programs aimed at the welfare and sustainable development of communities. The CSR Policy can be accessed at the website of the Company at: https:// www.orientelectric.com/images/investors/corporate-social-responsibility-policy.pdf. During the year, no amendments were made the Company''s CSR Policy.

In accordance with Section 134(3)(o) of the Act and Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the annual report on Corporate Social Responsibility activities undertaken by the Company, during the reporting period is provided as Annexure C to this Report.

PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

Orient Electric has zero tolerance for any kind of discrimination or harassment. 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 Prevention of Sexual Harassment at Workplace. The Company has constituted Internal Committees at all its working locations, as applicable, in India to consider and resolve compliant(s), if any received under POSH. During the financial year 2023-24, 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 2023-24 were at arm''s length basis and in the ordinary course of business operations of the Company, which were pre-approved by the Independent Directors in 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://www.orientelectric.com/images/investors/ related-party-policy.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 2023-24 are provided in note no. 34 of the Financial Statements.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS

The Company has diligently adhered to the applicable Secretarial Standards, namely SS-1 on ‘Meeting of the Board of Directors’and SS-2 on ‘General Meetings’ issued by The Institute of Company Secretaries of India. The Company has ensured full compliance with these standards to maintain the highest standards of corporate governance and regulatory adherence.

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 Rnnexure 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, 2024.

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 2023-24 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 dividends 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 Act, the Annual Return as on March 31, 2024 is available on the Company''s website at https://www.orientelectric.com/images/ investors/Rnnual-Return-31-Mar-2024.pdf.

SIGNIFICANT AnD MATERIAL ORDERS PASSED BY AnY REGULATORS OR COURT

During the financial year 2023-24, 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 onetime settlement with any bank or financial institution.

ACKNOWLEDGEMENTS

Your directors take this opportunity to express gratitude to 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.

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Mar 31, 2023

The Board of Directors ("Board") hereby submits the report on the business and operations of your Company (the "Company" or "Orient Electric"), along with the audited financial statements, for the financial year ended March 31, 2023.

SUMMARY OF FinAnCIAL PERFORMANCE

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

(Rs. in Crores)
Particulars	2022-23	2021-22
Revenue from operations	2,529.17	2,448.37
Other Income	26.61	5.81
Total Revenue	2,555.78	2,454.18
Total Expenditure (Before Depreciation, Amortization & Finance Cost)	2,378.19	2,217.05
Profit before Finance Costs, Depreciation and Amortisation	177.59	237.13
Depreciation and Amortization Expense	53.50	47.08
Finance Costs	22.15	20.29
Profit Before Tax (PBT)	101.94	169.76
Tax	26.09	43.12
Profit After Tax (PAT)	75.85	126.64
Comprehensive Income /(Losses)	0.5	0.14
Total comprehensive income for the year	76.35	126.78
Dividend	42.48	42.43
Transfer to General Reserve	15.00	15.00
Balance carried to Balance Sheet	563.36	520.09
Earnings per Share (Basic) (In J)	3.57	5.97

OPERATIONAL HIGHLIGHTS

Financial year 2022-23 was the first full year of unrestricted operations post covid and the business encountered mixed reaction from domestic and international markets. What started on a positive note in the year beginning with the summer season experienced turmoil across the global economy with several geo-political challenges. Amidst the global disruptions in several countries, Indian economy demonstrated resilience with stronger diplomatic relations and sailing through a moderate growth rate. The Lighting and Switchgear segment produced encouraging performance with a consistent high growth both in top line and margins. The trade channel continues to create pull for the products, the B2B channel has grown at a faster pace enabled by the professional luminaries and facade lighting. The Company executed several projects from Public Sector Undertakings including national Highway Authority of India, Jaipur Development Authority, Delhi PhD and Railways in the Lighting segment. The Company has registered its significant presence in facade lighting and has successfully delivered several projects including Ganga Barrage, Varanasi Cantonment Railway Station, and Puducherry Smart City. On Republic Day, the Company illuminated several landmark buildings across India

with its facade lighting in the colours of Indian flag as a part of ''Orient lights up India Campaign''. The Go to Market strategy of the Company in selected states started yielding results. The aggressive drive in accelerating Digital Revenue also started showing early signs of promising growth towards the latter part of the financial year. Consumer durables sector, however, combatted tougher challenges with demand contraction mainly in fans and appliances coupled with the regulatory changes in fans BEE star rating from January 1, 2023. All this resulted in slowdown in the small appliances industry across all the channels thereby impacting revenue growth and profitability, especially in the Electrical Consumer Durables (ECD) segment. Under the circumstances, Orient Electric suffered a setback in the ECD segment with a drop in revenue and margins as compared to the previous year, whereas in the Lighting and Switchgear segment, both B2C and B2B gained traction resulting double digit growth both in revenue and margins. Your Board of Directors are happy to share that in our continuous pursuit of bringing technology-enabled innovative products to delight the consumers, yet one more innovation has come out of the stable of Orient Electric, namely the Cloud3 Fan with Cloud Chill technology that was launched in March''23 garnering lot

of consumer excitement and acceptance. This was launched in the digital channel and now being rolled out in retail across the country. Besides, the Company also added new range of energy efficient BLDC Fans. To augment the production capacity to fuel future growth as well as market high quality products to the domestic and international consumers at competitive costs, the Company has already initiated a project to setup a state-of-the-art manufacturing facility at its greenfield site at Hyderabad and the same is expected to complete by middle of FY 2023-24.

More details on the operations are exhaustively covered in the ''Management Discussion and Analysis'' report forming part of this Annual Report.

FinRnCIRL HIGHLIGHTS

During the financial year 2022-23:

1. Revenue from operations increased to H 2,529.17 crores as against H 2,448.37 crores in the previous year, recording a moderate growth of 3.30%.

2. Employee cost as a percentage to revenue from operations was 7.62% (H 192.6 crores) as against 7.78% (H 190.46 crores) in the previous year.

3. Other expense as a percentage to revenue from operations increased to 14.29% (H 361.41 crores) as against 10.62% (H 259.98 crores) in the previous year.

4. Profit before exceptional items and tax for the current year is H 101.94 crores as against H 169.76 crores in the previous year, a drop of 39.95%.

5. Profit after tax for the current year is H 75.85 crores as against H 126.78 crores in the previous year, a drop of 40.11%.

6. During and for the financial year 2022-23, the Company paid H 26.09 crores as direct tax as compared to H 43.12 crores during and for the financial year 2021-22.

AWARDS & ACCOLADES

Orient Electric has received many prestigious awards and accolades for its commitment to manufacture quality lifestyle electrical solutions that benchmark against the best in the industry. It has also been recognized for its state-of-the-art manufacturing capabilities, innovative marketing practices and excellent customer service initiatives. Following are some of the key Awards and Accolades conferred upon your Company during the year under review:

- Certified as a ''Great Place To Work'' for the fourth year in a row. The commitment to the belief that a strong and high-trust team is a key pillar for sustained high - performance of a company, stands emboldened with this certification.

- Recognised as one of the '' Most Trusted Brands of India 2023'' by Team Marksmen based on an industry wide consumer study evaluating brands on various parameters including loyalty, brand identity, consumer perception and reciprocity, among others. This recognition re-affirms consumer trust in the brand ''Orient'' and further strengthens the Company''s resolve to deliver compelling consumer experiences.

- Awarded with ''Superbrand India 2023'' - 5th time in a row for fans, 3rd time in a row for coolers and 2nd time in a row for lighting products. This is not just an award, but a validation of the trusts which consumers have on your Company in multiple categories.

- Featured among the ''India''s Iconic Brands'' for the year 2022 by ET Edge - An Economic Times Initiative. This recognition is a testimony to the Company''s consumercentric business model, strong brand relevance and resonance, adherence to best practices, and a willingness to change and adapt.

- Conferred with ''CII Supply Chain and Logistics Award 2022'' in Consumer Durables category for achieving significant improvement in E-Commerce Fill Rate through Warehouse and Operation Excellence.

- For safety and environment sustainability, won the ''Fame India Safety Excellence Award'' and ''Fame India Environment Excellence Award'' in Consumer Goods category, also the ''Gold Award in Environment Excellence''from Grow Care India.

DIVIDEnD

During the year under review, the Board of the Company at its meeting held on January 30, 2023, 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 16, 2023.

Further, your directors are pleased to recommend a final dividend of H 0.75 per equity share of H 1 each of the Company, for the year ended March 31, 2023, subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM").

The total dividend amount for the financial year 2022-23, including the proposed final dividend, amounts to H 1.50 (150%) per equity share of the face value of H 1 each. The dividend payout ratio for the year works out to 42.08 % of the net profit for the financial year ended March 31, 2023.

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 Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulations, 2015 ("Listing Regulations") is available on the Company''s website: https://www.orientelectric. com/imaaes/investors/dividend-distribution-Policv.pdf

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, 2023.

TRAnSFER TO GEnERAL RESERVE

The Company has transferred H 15 crores to the General Reserve of the Company during the financial year ended March 31, 2023.

DEPOSITS

The Company has not accepted any deposits from the public under Chapter V of the Act 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 loan from any of its directors.

HOLDInG, SUBSIDIARY, ASSOCIATE AnD JOInT VENTURE COMPANIES

During the financial year ended March 31, 2023, the Company had no holding, subsidiary, associate, or joint venture company.

Dubai Office: The Company continues to maintain a representative office (Branch Office) in Dubai Multi Commodity Centre, free trade zone of Dubai, for facilitating business in the Middle East and Africa for its products and for engaging in active business development of new geographies in the international markets.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Rakesh Khanna (DIIT: 00266132), Managing Director & CEO, resigned from the Company due to his personal reasons which become effective from the close of business hours on April 03, 2023. The Board expressed its deep sense of appreciation for Mr. Khanna''s leadership over his 8 years of service with the Company and acknowledges his efforts and contributions towards business growth and transformation.

The Board at its meeting held on March 31, 2023, on the recommendation of the nomination and Remuneration Committee and after considering the expertise and experience of Mr. Rajan Gupta (DIn: 07603128), appointed him, subject to approval of the shareholders, as an Additional Director and designated him as the Managing Director and Chief Executive Officer ("CEO") of the Company for a period of five years effective from April 04, 2023. As an Additional Director, Mr. Rajan Gupta would hold the office of director upto the date of the ensuing 7^th AGM, or three months, whichever is earlier. The Company has received a notice in writing from a member of the Company in accordance with the provisions of Section 160 of the Act, proposing the candidature of Mr. Rajan Gupta for the office of director, not liable to retire by rotation. As per the requirements of Regulation 17(1 C) of the Listing Regulations, the Company is seeking approval of its members for the appointment of Mr. Rajan Gupta, as the Managing Director & CEO of the Company, through Postal Ballot process.

In accordance with the provisions of the Act and in terms of the Memorandum and Articles of Association of the Company, Mr. Desh Deepak Khetrapal retires by rotation at the ensuing AGM and has offered himself for re-appointment. Members'' attention is drawn to Item no. 3 of the notice for the reappointment of Mr. Desh Deepak Khetrapal as a director of the Company, liable to retire by rotation. The Managing Director & CEO and Independent Directors of the Company are not liable to retire by rotation.

Mr. TCA Ranganathan, Mr. K Pradeep Chandra and Mrs. Alka Marezban Bharucha were re-appointed as Independent Director(s) of the Company with effect from January 19, 2023, for the second term of five consecutive years. The said re-appointments were approved by the shareholders, through Postal Ballot, on December 28, 2022. The Company formalised their re-appointment through appointment letters which inter-alia stipulates their roles and responsibilities. In the opinion of the Board, all the three Independent Directors, reappointed during the year, are persons having requisite expertise and experience.

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 Listing Regulations and that they are not debarred from holding the office of director by virtue of any order of the Securities and Exchange Board of India ("SEBI") or any other such authority. All the Independent Directors have confirmed that they are in compliance with 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.

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.

BORRD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, the annual performance evaluation of the Board, its committees and the Directors was carried out as per the criteria laid down by the Nomination and Remuneration Committee pursuant to the Nomination and Remuneration Policy of the Company. The evaluation of the performance of the Board, its Chairman and the Non-Independent Directors was carried out by the Independent Directors. The evaluation of the performance of the Board, its committees and the individual directors was done by the Board.

The criteria for the evaluation of individual directors, mainly, included:

1. the extent of engagement and contribution to the affairs of the Company including by way of attendance in Board and committee meetings;

2. ability to discharge their duties and obligations diligently in the best interest of the Company;

3. ability to provide effective leadership and checks and balances towards sustaining the highest levels of corporate governance;

4. exercise duty of care and skill in the discharge of their functions;

5. exercise independence of judgment and bring about objectivity to the Board process; and

6. safeguarding the interest of all the stakeholders.

The evaluation criteria of the performance of the Board and its committees included, inter-alia, their culture and management with various factors like environment of discussion, their roles and responsibilities, effectiveness to govern the organisation, diversity, expertise, experience, independence of directors, integrity, their composition, attendance, participation levels, bringing specialised knowledge for decision making, smooth functioning, effective decision making, terms of reference, conduct of committees and frequency of meetings, etc. The directors expressed their satisfaction with the evaluation process. The Board also noted that the Independent Directors had fulfilled the independence criteria as specified in the Listing Regulations and were independent from the management.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of familiarization programmes imparted to Independent Directors during the financial year 2022-23, is disclosed on the Company''s website at the web link: https://www.orientelectric. com/imaaes/investors/familiarisation-proaramme.pdf.

For further details on familiarization programmes, imparted by the Company, refer to the Corporate Governance Report, forming 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. In the preparation of the Annual Accounts for the financial year ended March 31, 2023, 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 and loss 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

As required by the provisions of Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of the employees are set out in Annexure A.

BOARD AND ITS COMMITTEES

During the financial year 2022-23, five (5) Board meetings were held on May 10, 2022, July 25, 2022, November 03, 2022, January 30, 2023, and March 31, 2023. 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 has constituted following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details relating to 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 of the Committees are placed before the Board for approval or information, if required. During the financial year ended March 31, 2023, all the recommendations of / submissions by, the Committees which were mandatorily required, were accepted by the Board. These Committees meet as often as required for the proper discharge of roles and responsibilities or as statutorily required.

MEETING OF INDEPENDENT DIRECTORS

Meeting of Independent Directors was held separately on December 05, 2022, without the presence of Non-Independent Directors and members of the management, which reviewed the performance of the Board, the Non-Independent Directors, and the Chairman. Post Meeting of the Independent Directors, the collective feedback of each of the Independent Directors was presented before the Board.

SHARE CAPITAL

During the financial year 2022-23 there was no change in the authorised share capital of the Company. As on March 31, 2023, the paid-up share capital of the Company stood at H 21,27,85,578/- divided into 21,27,85,578 equity shares of H 1/- each. During the financial year 2022-23, your Board approved the allotment of 6,00,076 equity shares, on exercise of equal number of Stock Options under the Orient Electric -Stock Options Scheme - 2019.

Further, details of equity shares lying in Orient Electric Limited -Unclaimed Suspense Account, as on March 31, 2023, as per the provisions of Regulations 34, 39 read with Schedule V(f) of the Listing Regulations, are provided in the Corporate Governance Report forming part of this Annual Report.

ORIENT ELECTRIC EMPLOYEE STOCK OPTION SCHEME - 2019

Company has adopted ''Orient Electric Employee Stock Option Scheme-2019'' (“ESOP Scheme"), during the financial year 2018-19, as part of its Long-Term Incentive Programme with the intention to attract, motivate and retain high quality talent at the senior level and in line with growth objective of the Company. The ESOP Scheme of the Company is in compliance with the SEBI (Share Based Benefits and Sweet Equity) Regulations, 2021 (“ESOP Regulations") and Listing Regulations.

Details of the shares issued under ESOP Scheme, alongwith the disclosures pursuant to ESOP Regulations, are uploaded on the website of the Company and can be accessed at the Web-link: https://www.orientelectric.com/imaaes/investors/ESOS-2019-disclosure-31Mar23.pdf

During the financial year 2022-23, there was no change in the ESOP Scheme 2019. During the year under review 3,40,924 new stock option were granted to eligible employees of the Company while 6,09,732 stock option, granted earlier, got vested out of which 6,00,076 stock options were exercised by these employees. More details on ESOPs are provided in the notes to accounts of the financial statements for the financial year 202223, forming part of the Annual Report.

M/s A. K. LABH & Co., Practicing Company Secretaries, Secretarial Auditors of the Company, has certified that the Company''s ESOP Scheme has been implemented in accordance with the ESOP Regulations, and the resolutions passed by the shareholders approving the ESOP Scheme. Said certificate from the Secretarial Auditors of the Company shall be available for inspection by the shareholders at the ensuing AGM.

AUDITORS

Statutory Auditors & Audit Report

The shareholders of the Company, on the recommendation of the Board, 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.

The Audit report for the financial year 2022-23 does not contain any qualification, reservation, or adverse remarks. Further, during the financial year 2022-23, the Statutory Auditors have not come across any event indicating commitment of any fraud by the officers or employees of the Company and therefore have not reported any instances of fraud to the Audit Committee or Board or the Central Government as required Section 143(12) of the Act.

Secretarial Ruditor

The Secretarial Audit Report for the financial year 2022-23, issued under the Rct read with Rules made thereunder and Regulation 24R of the Listing Regulations, by M/s R. K. Labh & Co., Practicing Company Secretaries, Secretarial Auditors of the Company, is set out in Annexure B to this Report.

The Secretarial Compliance Report, pursuant to the requirement of Regulation 24R of the Listing Regulations, received from Mr. R. K. Labh, for the financial year 2022-23, in relation to compliance of the Securities and Exchange Board of India Rct, 1992, the Securities Contracts (Regulation) Rct, 1956 and the Rules, Regulations/Circulars/ Guidelines issued thereunder, as applicable, is available on the website of the Company and can be accessed at the following weblink: https://www.orientelectric. com/images/investors/secretarial-compliance-report-2023.pdf

The Secretarial Rudit Report and Secretarial Compliance Report for the financial year 2022-23 do not contain any qualification, reservation, or adverse remark. Further, the Secretarial Ruditors have confirmed that they have not come across any event indicating commitment of any fraud by the officers or employees of the Company and thus, no reporting under the provisions of section 143(12) of the Rct and the Rules made thereunder was required.

The Board of the Company, on the recommendation of the Rudit Committee, has appointed M/s R. K. Labh & Co., Practicing Company Secretaries, (Certificate of Practice no. 3238), as the Secretarial Ruditor to conduct an audit of the secretarial records for the financial year 2023-24.

Cost Ruditor

Mr. Somnath Mukherjee, Cost Rccountant in Practice (M. no. -5343), was appointed as the Cost Ruditor of the Company for conducting audit of the cost records of certain products of the Company for the financial year ending March 31, 2023. Rs per the requirements of Section 148 of the Rct read with the Companies (Cost Records and Rudit) Rules, 2014, as amended, the Company is maintaining proper cost records. The Cost Ruditor will submit his report for the financial year 2022-23 within the timeframe prescribed under the Rct and the rules made thereunder.

The Board, on the recommendation of Rudit Committee, has reappointed Mr. Somnath Mukherjee, Cost Rccountant in Practice (M. no. - 5343), as Cost Ruditor of the Company for the financial year 2023-24. In accordance with the provisions of Section 148 of the Rct read with the Companies (Rudit and Ruditors) Rules, 2014, since the remuneration payable to the Cost Ruditor will have to be ratified by the shareholders, the Board recommends the same for its ratification by the shareholders at the ensuing RGM.

EnVIROnMEnTAL, SOCIAL AnD GOVERnAnCE (ESG)

During the previous financial year 2021-22, Orient Electric started its ESG Journey. Taking it further, the focus is steadfast on leveraging technology to battle climate change, conserving electricity and water and managing waste. On the social front, emphasis of the Company is towards women empowerment by providing improved means for education, skills, vocational training, better healthcare facilities, improving diversity and inclusion, facilitating employee wellness and experience, delivering technology for good and energizing the communities we work in. We are also redoubling our efforts to serve the interests of all our stakeholders, by leading through our core values and setting benchmarks in corporate governance.

BUSinESS responsibility AnD SUSTAinABILITY REPORT (BRSR)

SEBI, vide its circular dated May 10, 2021, replaced the existing Business Responsibility Report by Business Responsibility and Sustainability Report ("BRSR") and made it mandatory for the top 1,000 listed companies (by market capitalization) from fiscal 2023. BRSR is based on the framework of the national Guidelines on Responsible Business Conduct. Disclosures in BRSR are based on ESG parameters, compelling organizations to holistically engage with stakeholders and go beyond regulatory compliances in terms of business measures and its reporting.

Orient Electric has adopted the BRSR to provide enhanced disclosures on ESG practices and priorities of the Company. The BRSR disclosures form a part of this Rnnual Report.

CORPORATE GOVERNANCE

Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically, and sustainably. Rt Orient Electric, the Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

Orient Electric''s Corporate Governance Report for the financial year ended March 31, 2023, forms part of this Rnnual Report. R Certificate from the CEO and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the

Rudit Committee, is also annexed to the Corporate Governance Report. M/s. S.R. Batliboi & Co. LLP, Chartered Rccountants, have confirmed that the Company has been compliant with the conditions of the Corporate Governance as stipulated in the Listing Regulations. The said certificate is annexed to the Corporate Governance Report.

MAnAGEMEnT DISCUSSIOn AnD ANALYSIS REPORT

In terms of Regulation 34 of the 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 Rnnual 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

RISK MANAGEMENT

The Company has constituted a Risk Management Committee ("RMC") of the Board comprising of directors of the Company. The RMC has a Risk Management Charter and Policy that is intended to ensure that an effective Risk Management framework is established and implemented within the organisation. The Risk Management framework is in place to identify, prioritise, mitigate, monitor, and appropriately report any significant threat to the organisation''s strategic objectives, its reputation, operational continuity, environment, compliance, and the health & safety of its employees. The Company has an internal Governance Risk and Compliance Committees ("GRCC"), which review risks on a half-yearly basis and evaluate its impact and plans for mitigation. Rs part of this process, the Company has identified the risks with the highest impact and then assigned a likely probability of occurrence. Mitigation plans for each risk have also been put in place and are reviewed by the GRCC every

six months before presenting to the RMC. The RMC has set out a review process to report to the Board on the progress of the initiatives for the major risks of each of the businesses. Your Board is of the opinion that as on the date of this report there is no risk which may threaten the existence of the Company or impact its going concern.

Further details about the RMC including its composition are mentioned in the Corporate Governance Report which forms part of this Rnnual Report.

inTERnAL FinAnCIAL CONTROLS

During the year, the Company has reviewed its Internal Financial Control systems and has continually contributed to the establishment of a more robust and effective internal financial control framework, as prescribed under the ambit of Section 134(5) of the Rct. The control framework is administered and tracked closely through digitally enabled processes with commensurate checks and balances to ensure strict adherence. The preparation and presentation of the financial statements is pursuant to the control criteria defined considering the essential components of Internal Control - as stated in the "Guidance note on Rudit of Internal Financial Controls Over Financial Reporting" issued by the Institute of Chartered Rccountants of India.

The control criteria ensure the orderly and efficient conduct of the Company''s business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information. Based on the assessment carried out by the management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has an adequate Internal Financial Controls system that is operating effectively as of March 31, 2023.

There were no instances of fraud which would have necessitated reporting of material misstatements in the Company''s operations. There has been no communication from regulatory agencies concerning non-compliance with, or deficiencies in, financial reporting practices.

PROTECTION 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. The Company has constituted Internal Committees ("IC") for all the working locations of the Company in India to consider and resolve sexual harassment complaints, if any reported by women employee.

The IC has been constituted as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, ("POSH") and the committee includes independent external expert with relevant experience. A senior woman employee is the presiding officer for every case. The role of the IC is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment. In the last few years, the ICs have worked extensively on creating awareness on relevance of sexual harassment issues in the new normal by using brand new and innovative measures to help employees understand the forms of sexual harassment. During the financial year 2022-23, no complaint was reported under the provisions of POSH . The details required to be disclosed under POSH are provided in the Corporate Governance Report forming part of this Annual Report.

VIGIL MECHRniSM

The Company has a robust vigil mechanism wherein the employees can approach the management of the Company and make protective disclosures about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct and Insider Trading Code. The Whistle Blower Policy requires every stakeholder to promptly report to the management any actual or possible violation of the above codes or an event an employee becomes aware of, that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. A mechanism is in place whereby any employee of the Company has access to the Chairman of the Audit Committee to report any concern. no person has been denied access to the Chairman to report any concerns. Further, the said policy has been disseminated within the organization and has also been posted on the Company''s website at https://www.orientelectric. com/imaaes/investors/whistle-blower-policv.pdf

The Whistle-Blower Policy aims to:

1. allow and encourage stakeholders to bring to the management''s notice concerns about unethical behavior;

2. ensure timely and consistent organisational response;

3. build and strengthen a culture of transparency and trust; and

4. provide protection against victimisation.

noMinATion RnD 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 this Annual Report. There was no amendment in the Policy during the financial year 2022-23. The Policy is also available on the website of the Company at https://www.orientelectric.com/imaaes/investors/nomination-remuneration-policv.pdf

RELATED PARTY TRAnSACTiOnS

Prior approval of the Audit Committee is obtained for all related party transactions. The Audit Committee accords omnibus approval for Related Party Transactions which are in ordinary course of business, repetitive in nature and satisfy the arm''s length principles. The Audit Committee reviews, on a quarterly basis, the details of the Related Party Transactions entered pursuant to the aforementioned omnibus approval.

There were no related party transactions which were not in the ordinary course of the business or not on arm''s length basis and also there was no material related party transaction, during the year under review. A declaration in Form AOC-2 under Section 134(3)(h) of the Act is enclosed as Annexure D to this Report. For more details on Related Party Transactions, which are in ordinary course of business and on arm''s length basis, please refer to note no. 33 of Financial Statements.

The Company has framed a Policy for determining materiality of Related Party Transactions and dealing with Related Party Transactions. The Policy is in line with the requirements of Listing Regulations and the Act. The said Policy is hosted on the website of the Company and can be accessed at the following link: https://www.orientelectric.com/imaaes/investors/related-

partv-policv.pdf

A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with related parties is provided in the Report on Corporate Governance, which forms part of this Annual Report.

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 RnD 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 E hereto and forms a part of this Report.

CHANGE in THE nATURE OF BUSINESS OF THE COMPANY

There is no change in the nature of the business operations of the Company, during the financial year ended March 31, 2023.

MATERIAL CHANGES RnD COMMITMENTS AFFECTInG FInAnCIAL POSITIOn BETWEEn EnD OF THE FINANCIAL YEAR RnD DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year under review and the date of this Report.

INVESTOR EDUCATION RnD PROTECTION FUnD

In accordance with the applicable provisions of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer, and Refund) Rules, 2016 (“IEPF Rules"), all unclaimed dividends are required to be transferred to the Investor Education and Protection Fund (“IEPF") after completion of seven consecutive years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven consecutive years or more shall be transferred to the demat account of the Investor Education and Protection Fund Authority (“IEPF Authority"). After the transfer, the concerned shareholders can claim the said shares along with the dividend(s) by making an application to IEPF Authority in accordance with the procedure available on www.iepf.aov.in and on submission of such documents as prescribed under the IEPF Rules. On receipt of the application, the Company shall send an online verification report to the IEPF Authority after verifying all the necessary details which are duly certified by the nodal Officer. All corporate benefits accruing on such shares including dividend except rights shares shall be credited to IEPF.

Details of the Dividend amount transferred to the IEPF Authority have been disclosed in the Corporate Governance Report of the Company, forming part of this Annual Report.

AnnUALRETURn

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website at https:www.orientelectric.com/imaaes/ investors/Annual-Return-31-Mar-2023.pdf

SIGniFICAnT RnD MATERIAL orders passed by AnY REGULATORS OR COURT

During the financial year 2022-23, 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. 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 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 onetime settlement with any bank or financial institution.

ACKNOWLEDGEMENTS

Your directors take this opportunity to convey their appreciation for the unstinted dedication, professionalism, commitment, and resilience displayed by the Company''s employees at all levels, and express their sense of gratitude to the customers, suppliers, banks & financial institutions, channel partners, business associates, Central & State Governments for their cooperation and look forward to their continued support in future. Your directors also wish to express their gratitude towards the shareholders for their continued trust, support, and confidence.

---

Mar 31, 2022

(? in Crs)
Particulars	2021-22	2020-21
Revenue from operations	2,448.37	2,032.60
Other Income	5.81	6.27
Total Revenue	2,454.18	2,038.87
Expenses
Total Expenditure other than Finance Costs, Depreciation and Amortisation	2,217.05	1,813.09
Profit before Finance Costs, Depreciation and Amortisation	237.13	225.78
Depreciation and Amortization Expense	47.08	43.15
Profit Before Finance Cost and Tax	190.05	182.63
Finance Costs	20.29	20.73
Profit Before Tax (PBT)	169.76	161.90
Tax	43.12	42.16
Profit After Tax (PAT)	126.64	119.74
Comprehensive Income / (Losses)	0.14	(0.40)
Total comprehensive income for the year	126.78	119.34
Dividend	42.43	26.52
Transfer to General Reserve	15.00	15.00
Balance carried to Balance Sheet	520.09	434.44
Earnings per Share (Basic) (In '')	5.97	5.64

Your Directors are pleased to present the Board Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2022.

HIGHLIGHTS - FINANCIAL RESULTS

In compliance with the provisions of the Companies Act, 2013 ("Act"), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has prepared its financial statements as per Indian Accounting Standards ("Ind AS") for the financial year 2021-22. The financial highlights of the Company''s operations are as follows:

CURRENT YEAR REVIEW

Despite a higher corresponding base, which had surged on consumers acting out on their pent-up demand last year, Company sustained a confident revenue momentum for the financial year 2021-22, growing by over 20% YoY. Financial year 2021-22 has seen consumer demand picking up. However, there were certain headwinds as well such as apprehension of another Covid wave, global geopolitical tension, shortage of raw materials, volatility of commodity prices and the likes. Despite all these challenges, your Company has been able to increase its market share driven by, amongst other factors, innovative product launches, focus on consumer centricity, increased distribution penetration and market shift from unorganised to organised players. The Company''s diversified product mix along with its new product interventions, offered across multiple channels, continues to strike a chord with evolving consumer demand.

Marking a new chapter in its journey of innovation and growth, the newly constructed state-of-the-art Research a

Development Centre equipped with latest technology was inaugurated at the manufacturing facility of the Company at Faridabad, reinforcing its commitment to develop innovative, consumer-centric products and solutions.

Electrical Consumer Durables (ECD): In FY 22'' ECD segment has witnessed a mixed trend. While there was a strong demand built up in the first half of the year, the latter half faced many headwinds such as sharp surge in raw material cost, multiple covid waves creating fear and uncertainty, delayed winters, and sluggish festival sales. Despite of all these, your Company has been able to increase its market share by expanding its reach in southern and eastern regions of India.

Lighting and Switchgear: Despite several challenges, including ongoing global supply chain issues making availability of integrated circuits and semi-conductors difficult, in FY 22'' your Company has shown continuous growth in lighting. Company has increased its presence in Consumer Luminaries driven by new product line-up, development of alternative integrated

circuits, ensuring availability and expansion of distribution channel. Your Company is building capability to increase presence in fast growing Fagade lighting. Switchgear has also delivered encouraging performance backed by new range of switches which saw good demand in the mass market, capability building, product quality strengthening, increased traction in B2B segment and entry in European markets.

FINANCIAL PERFORMANCE OVERVIEW

During the financial year 2021-22, Orient Electric recorded revenue from operations of ? 2,448.37 crores 20.46% higher than ? 2,032.60 crores in FY 2020-21. Profit before and after tax for the financial year 2021-22 were at ? 169.76 crores and ? 126.64 crores, respectively as compared to profit before and after tax of ? 161.90 crores and ? 119.74 crores, respectively for the financial year 2020-21. For detailed analysis of the financial performance of the Company, refer to the Management Discussion a Analysis Report, forming part of the Annual Report.

AWARDS & ACCOLADES

Orient Electric has been certified as a ''Great Place To Work for the third year in a row, for the period March 2022 - March 2023 with improved score over last year. The commitment to the belief that a strong and high-trust team is a key pillar for sustained performance of the Company stands emboldened with this certification.

Company has been conferred with the prestigious ''National Energy and Conservation Award 2021 under the category "Most Energy Efficient Appliance of the Year - LED Bulb" for its 9 Watt Self Ballasted LED Bulb. The prestigious award instituted by the Bureau of Energy Efficiency (BEE) identifies and recognises prominent achievements in energy conservation.

Your company has also been conferred following accolades:

• Recognised as one of ''India''s Best Brands'' for the year 2021 by ET Edge - An Economic Times Initiative. This recognition is a testimony to customer''s trust in the brand and further strengthens our resolve to deliver compelling consumer experiences;

• ''Superbrand2021 status for Fans and Air Coolers retained for the fourth time and second time, respectively, and first time for Lighting;

• ''Prestigious Brands of Asia 2021-22 by Herald Global and BARC Asia. This recognition reaffirms our sustained commitment to customer-centric innovation and is a fine validation of our strategic direction and choices made over the years.

DIVIDEND

The Board of Directors at their meeting held on May 10, 2022, have recommended payment of ? 1.25 (125%) per equity share of the face value of Re. 1 /- each as final dividend for the financial year ended March 31, 2022. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

During the year under review, the Board of Directors of the Company at their meeting held on January 20, 2022, declared an Interim dividend of ? 0.75 (75%) per equity share of the face value of Re. 1 each. The interim dividend was paid to the shareholders on February 10, 2022.

The total dividend amount for the financial year 2021-22, including the proposed final dividend, amounts to ? 2.00 per equity share of the face value of Re. 1 each.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company 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 as prescribed.

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://www.orientelectric.com/images/investors/dividend-distribution-policy.pdf

Dividend paid /recommended by the Company during the last three financial years:
	FY 2021-22	FY 2020-21 FY 2019-20
	Dividend per Dividend share (?) payout ('' crore)	Dividend per Dividend Dividend per Dividend share (?) payout share (?) payout (? crore) (? crore)
Interim Dividend	0.75 15.91	0.75 15.91 0.65 16.63#
Final Dividend	1.25* 26.52*	1.25 26.52 0.50 10.61
Total Dividend	2.00 42.43	2.00 42.43 1.15 27.24
Total Dividend ratio	200%	200% 115%

^Recommended by the Board of Directors at its meeting held on May 10, 2022. The payment is subject to the approval of the shareholders at the ensuing AGM of the Company to be held on July 25, 2022. Book-closure for the purpose of dividend is from Tuesday, July 19, 2022 to Monday, July 25, 2022 (both days inclusive). # Including dividend distribution tax.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year ended March 31,2022, Company has not given any loans, provided any guarantees / securities or made investments that are covered under the provisions of Section 186 of the Act.

TRANSFER TO GENERAL RESERVE

During the financial year ended March 31, 2022, Company has transferred '' 15 crores to the General Reserve of the Company.

DEPOSITS

The Company has not accepted any deposits from the public under Chapter V of the Act and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company had no holding, subsidiary, associate or joint venture company during the financial year 2021-22.

Dubai Office: For facilitating business in the Middle East and Africa for its products and for engaging in active business development of new geographies in the international markets, the Company continues to maintain a representative office (Branch Office) in Dubai Multi Commodity Centre, free trade zone of Dubai.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Chandra Kant Birla, NonExecutive Director and Chairman of the Company, is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for re-appointment.

A brief resume, nature of expertise, details of directorships held by Mr. Chandra Kant Birla in other companies, along with his shareholding in the Company, as stipulated under Secretarial Standard - 2, issued by Institute of Company Secretaries of India, and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

Mr. Rakesh Khanna was re-appointed as the Managing Director of the Company with effect from January 23, 2022 for a period of two years. The said re-appointment was approved by the shareholders, through Postal Ballot, on February 27, 2022.

The Managing Director S CEO and Independent Directors of the Company are not liable to retire by rotation.

Save as provided above, during the year under review, there were no other changes in Directorship of the Company.

Declaration from Directors

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel

Mr. Rakesh Khanna, Managing Director S CEO, Mr. Saibal Sengupta, Chief Financial Officer and Mr. Hitesh Kumar Jain, Company Secretary, are the Key Managerial Personnel of the Company. During the year under review, there were no changes in the Key Managerial Personnel of the Company.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender, that will help the Company retain its competitive advantage.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, including Chairman S Vice - Chairman of the Board, Independent Directors, and Managing Director S CEO of the Company.

Feedback Mechanism

Feedback was sought by way of a structured questionnaire covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

Evaluation of Committees

The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation of member of the Committees, fulfilment of the functions assigned to Committees by the Board and applicable regulatory framework, frequency and adequacy of time allocated at the Committee meetings to fulfil duties assigned to it, adequacy and timeliness of the agenda and minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees and effectiveness of the Committee''s recommendation for the decisions of the Board.

Evaluation of individual Directors and the Board

The performance evaluation of the Chairman, NonIndependent Directors and the Board was first carried out by the Independent Directors. Thereafter, the Board Members evaluated the performance of each individual Director, including the Managing Director S CEO, considering the views of the Executive Directors and Non-Executive Directors, without involving the Director being evaluated.

Criteria for Chairman

The performance evaluation of Chairman was based on various criteria, inter-alia, including style of Chairman''s leadership, effective engagement with other Board members during and outside the meetings, allocation of time provided to other Board members at the meetings, effective engagement with shareholders during general meetings.

Result of Evaluation

The result of evaluation showed high level of commitment and engagement of the Board, its various committees and leadership. The Directors expressed their satisfaction with the evaluation process. During the year under review, the Nomination and Remuneration Committee ascertained and reconfirmed that the deployment of "questionnaire" as a methodology, is effective for evaluation of performance of the Board, its Committees and individual Directors.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations of Independence as stipulated under Section 149(7) of the Act from Independent Directors confirming that he/she is not disqualified from being appointed/ continuing as Independent Director as laid down in section 149(6) of the Act read with rules related thereto and Regulation 16(1 )(b) of Listing Regulations. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs. They have also confirmed on the compliance of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The members of the Board of the Company are provided with many opportunities to familiarise themselves with the Company, its management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their

appointment through a formal letter of appointment, which also stipulates the terms and conditions of their engagement. Directors are also informed of the various developments in the Company through presentations during the meetings.

Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarization programmes for its Directors which includes review of industry outlook, regulatory updates with respect to the Act, Listing Regulations, taxation and other matters by Auditors, Company Secretary and experts, internal control over financial reporting, Prevention of Insider Trading Regulations, framework for related party transactions. Pursuant to Regulation 46 of the Listing Regulations, the details required are available on the website of your Company at the web link: https://www.orientelectric. com/images/investors/familiarisation-programme.pdf

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. In the preparation of the Annual Accounts for the financial year ended March 31, 2022, 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 and loss 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

Disclosures relating to remuneration of Directors and employees as per section 197(12) of the Act, read with Rule 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure A to the Board''s Report.

BOARD AND ITS COMMITTEES

In compliance with the statutory requirements, the Company has formulated mandatory Committees viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee and Stakeholders'' Relationship Committee.

During the year under review, all the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board.

The Board of Directors met five (5) times during the financial year ended March 31,2022. A detailed update on the Board, its composition, governance of committees including detailed charter, terms of reference of various Board Committees, number of Board and Committee meetings held during the financial year ended March 31, 2022 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. TCA Ranganathan, Mr. K Pradeep Chandra and Mrs. Alka Marezban Bharucha, all being Independent Directors and Mr. Desh Deepak Khetrapal, being Non- Executive Non- Independent Director.

Managing Director & CEO, Chief Financial Officer, Group Internal Audit Head, Internal Audit Head of the Company, Company Secretary and Statutory Auditors are the permanent invitees to the Committee. Further details relating to the Audit Committee, including number of meetings held during the year, are provided in the Corporate Governance Report forming part of the Annual Report.

During the year under review, all recommendations made by the Audit Committee were accepted by the Board of Directors.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors ("ID Meeting") was convened and held on November 26, 2021, without the presence of Non-Independent Directors and members of the management, which reviewed the performance of the Board, the Non-Independent Directors and the Chairman. Post ID Meeting, the collective feedback of each of the Independent Directors was presented before the Board.

at the ensuing 6^th AGM, is set out in the Notice of the ensuing 6^th AGM.

Secretarial Auditor

M/s A. K. Labh & Co., Company Secretaries, (Certificate of Practice No. 3238), appointed as the Secretarial Auditors, have carried out an audit of the secretarial records of the Company for the financial year 2021-22. The Secretarial Audit Report for the financial year ended March 31, 2022 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations, is set out in Annexure B to this Report.

Pursuant to requirement of Regulation 24A of the Listing Regulations, the Secretarial Compliance Report for the financial year ended March 31,2022, in relation to compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder, issued by M/s A. K. Labh & Co., Company Secretaries, has been filed with the stock exchanges within the prescribed time limit.

The aforesaid Secretarial Audit Report and Secretarial Compliance Report do not contain any qualification, reservation or adverse remark and therefore do not require any further clarification or explanation.

M/s A. K. Labh & Co., Company Secretaries, have provided a consent to the Company to act as the Secretarial Auditors for conducting the audit of the secretarial records for the financial year ending March 31,2023, and have also confirmed that their appointment, if made, would be within the limits laid down by the Act and Rules made thereunder and they are not disqualified for being appointed as Secretarial Auditors under the provisions of applicable laws. They have also confirmed that their firm is peer reviewed by The Institute of Company Secretaries of India.

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendation of the Audit Committee, have appointed M/s A. K. Labh & Co., as the Secretarial Auditor for the financial year ending March 31, 2023.

Reporting by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have confirmed that they have not come across any event indicating commitment of any fraud by the officers or employees of the Company and thus, no reporting under the provisions of section 142(12) of the Act and the Rules made thereunder was required.

SUSTAINABILITY JOURNEY

The Environment, Social and Governance ("ESG") components are factors that help ascertain both investment decisions

SHARE CAPITAL

The Company''s authorised share capital during the financial year ended March 31, 2022, remained at '' 25,00,00,000 (Twenty Five Crores) of Re. 1 each, and the paid up equity share capital remained at '' 21,21,85,502 (Twenty One Crores Twenty One Lacs Eighty Five Thousand Five Hundred Two Only) of Re. 1 each. No new shares were issued during the year under review.

Further, as per the provisions of Regulations 34, 39 read with Schedule V(F) of Listing Regulations details of equity shares lying in Orient Electric Limited - Unclaimed Suspense Account, as on March 31, 2022, are provided in the Corporate Governance Report forming part of this Annual Report.

ORIENT ELECTRIC EMPLOYEE STOCK OPTION SCHEME - 2019

''Orient Electric Employee Stock Option Scheme-2019'' ("ESOP Scheme"), adopted by the Company during the financial year 2018-19, as part of its Long-Term Incentive Programme in line with growth objective of the Company and with the intention to attract, motivate and retain high quality talent at the senior level, is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 [now replaced by SEBI (Share Based Benefits and Sweet Equity) Regulations, 2021] ("ESOP Regulations") and Listing Regulations.

Details of the shares issued under ESOP Scheme, alongwith the disclosures in compliance with ESOP Regulations, are uploaded on the website of the Company and can be accessed at the Web-link: https://www.orientelectric.com/ images/investors/ESOS-2019-disclosure-31Mar22.pdf

During the year under review there was no change in the ESOP Scheme 2019. No new stock option was granted and no stock option, granted earlier, vested during the financial year 2021-22. More details on ESOPs are provided in the notes to accounts of the financial statements for the financial year 2021-22, forming part of the Annual Report.

M/s A. K. LABH & Co., Company Secretaries, Secretarial Auditors of the Company, has certified that the Company''s ESOP Scheme has been implemented in accordance with the ESOP Regulations, and the resolutions passed by the shareholders approving the ESOP Scheme. Said certificate from the Secretarial Auditors of the Company shall be available for inspection by the shareholders at the ensuing AGM.

AUDITORS

Statutory Auditors & Audit Report

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, (ICAI Firm Registration Number 301003E/ E300005), were appointed as

the Statutory Auditors of the Company at the 1^st AGM of the Company, to hold office till the conclusion of the ensuing 6^th AGM.

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, are eligible to be re-appointed for a further term of 4 (four) years, in terms of provisions of Sections 139 and 141 of the Act, read with the Rules made thereunder.

Accordingly, the Board of Directors of the Company at their meeting held on May 10, 2022 basis the recommendation of the Audit Committee and subject to the approval of the shareholders of the Company at the ensuing AGM, have approved the re-appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No. 301003E/ E300005), as the Statutory Auditors, for a further period of 4 (four) years i.e. from the conclusion of the 6^th AGM till the conclusion of 10^th AGM of the Company.

The Company has received written consent and certificate of eligibility in accordance with sections 139, 141 and other applicable provisions of the Act and Rules made thereunder, from M/s. S.R. Batliboi & Co. They have confirmed about their independence and that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

The Auditors have issued an unmodified opinion on the financial statements of the Company for the financial year ended March 31, 2022. The said Report of the Auditors is selfexplanatory and therefore does not require further comments and explanations. The Auditors'' Report for the financial year ended March 31, 2022 on the financial statements of the Company forms part of this Annual Report.

Cost Auditor

The Company has maintained cost records for certain products as specified by the Central Government under subsection (1) of section 148 of the Act. Mr. Somnath Mukherjee, Cost Accountant in Practice (M. No. - 5343) has carried out the cost audit for applicable products during the financial year 2021-22.

Mr. Somnath Mukherjee has confirmed his eligibility for being appointed, and have consented to act, as the Cost Auditor of the Company for the financial year 2022-23 too. The Board of Directors of the Company, on the recommendations of the Audit Committee, have appointed Mr. Somnath Mukherjee, Cost Accountant in Practice (M. No. - 5343) as the Cost Auditors of the Company to conduct the audit of cost records of certain products for the financial year 2022-23.

The remuneration proposed to be paid to the Cost Auditor, subject to ratification by the shareholders of the Company

and risk management with a lens of sustainability within the organization. The primary objective is to build a culture that encourages, promotes and achieves ethical business conduct which is more environmentally and socially conscientious, while adhering to prescribed/ applicable rules and regulations, and are more likely to sustainably succeed in the long run.

The growing awareness of ESG priorities are no longer a choice but a necessity. Climate change, a risk emerging globally, is a key concern and your Company is addressing it through various ESG initiatives in products, investments and processes. During the financial year 2021-22, the Company undertook a comprehensive materiality assessment exercise to gather insights on emerging ESG issues that may impact our business in the future. The objective was to assess the Company''s current status as an organization basis the worldwide tested parameters of ESG Key Performance Indicators and to lay down the road map for future actions to effectively contribute in achieving the global vision of considerably reducing carbon footprint.

The Company relentlessly strives to provide long-term sustainable value to all its stakeholders including customers, investors, suppliers, employees, government & regulatory bodies and communities. While we do so, we stay consumercentric and innovation-driven reimagining impactful possibilities in this digital world.

BUSINESS RESPONSIBILITY REPORT

Your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting aspirational targets and improving economic performance to ensure business continuity and rapid growth.

Your Company is committed to build competitive advantage in achieving high shareholder returns through consumer centricity, innovation, good governance and inclusive human development while being sensitive to the environment. The ''Business Responsibility Report'' of your Company for the financial year 2021-22 forms part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations.

CORPORATE GOVERNANCE

Your Company is committed to maintain 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.

Your Company has duly complied with the Corporate Governance requirements as set out under Chapter IV of the

Listing Regulations. M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, vide their certificate dated May 10, 2022, has confirmed that the Company is and has been compliant with the conditions stipulated in the Chapter IV of the Listing Regulations. The said certificate is annexed to the Corporate Governance Report. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and any amendment thereof, the Board of Directors of your Company has constituted a Corporate Social Responsibility (”CSR") Committee which is chaired by Mr. K Pradeep Chandra, Independent Director. The other members of the Committee are Mr. Desh Deepak Khetrapal, Non-Executive Director and Mr. TCA Ranganathan, Independent Director. Further, Mr. Rakesh Khanna, Managing Director & CEO, Mr. Saibal Sengupta, Chief Financial Officer and Mr. Hitesh Kumar Jain, Company Secretary, are the permanent invitees to the Committee.

During the year, the Company reviewed its CSR Policy and necessary amendments, including the new areas of CSR as specified under Schedule VII of the Act, were incorporated. The CSR Policy of the Company is available on its website viz. https://www.orientelectric.com/images/investors/ corporate-social-responsibility-policy.pdf

Your Company is a caring corporate entity and lays significant emphasis on development of the communities around which it operates. During the year, on the recommendation of the CSR Committee and as approved by the Board, your Company has executed several projects in the areas of Women Empowerment, Education, Health Care and Sustainability. As per section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") the companies are required to spend minimum 2% of their average net profit for the last three financial years. Basis which the minimum requirement for the Company was '' 2.64 crores for the financial year 2021-22.

As per the 3^rd proviso to section 135(5) of the Act as amended

by the Companies (Amendment) Act, 2020 read with Rule 7 of the CSR Rules as amended by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, the companies are now allowed to carry forward the excess amount spent on CSR during a financial year for set off against the CSR obligations of upto subsequent three financial years. In line with this proviso, the Company has a carry forward excess spent amount of '' 1.03 crores from the previous financial year 2020-21. Therefore, the net spent requirement for the Company was '' 1.61 crores for the financial year 202122, against which the Company had spent an amount of '' 1.82 crores and consequently excess amount of '' 0.21 crores has been carried forward to the next two financial years. The Annual Report on CSR activities is attached as Annexure C to this Report.

RISK MANAGEMENT

Risk management is embedded in Orient Electric''s operating framework. The Company believes that risk resilience is key to achieving higher growth. To this effect, there is a process in place to identify key risks across the functions and prioritise relevant action plans to mitigate these risks.

To have a more robust process, the Company had constituted a Risk Management Committee to focus on risk management, including determination of the Company''s risk appetite, risk tolerance and regular risk assessments (risk identification, risk quantification and risk evaluation).

The Risk Management Framework is reviewed periodically by the Risk Management Committee, which includes discussing the management submissions on risks, prioritising key risks and approving action plans to mitigate such risks. During the year under review, your Company has revisited the Risk Management Framework and Risk Events applicable on the Company. The Company has revamped the entire risk governing structure by forming a Governance Risk and Compliance Committee ("GRCC") which consists of Managing Director & CEO, Chief Risk Officer, Business Units heads and Internal Auditors. Entire risk events were revamped after detailed deliberation by GRCC on each risk and their categorisation to make the entire Risk Framework more robust. A comprehensive Business Continuity Plan is created considering the existing and emerging risks. Revised risk framework comprises of risk governance, risk events, risk ratings, risk effectiveness, risk mitigation and business continuity plan.

The objective of the Company''s Risk Management Policy is to have a well-defined approach to risk. The policy lays down broad guidelines for timely identification, assessment, and prioritisation of risks affecting the Company in the short term and in the foreseeable future. The policy suggests framing an appropriate response action for the key risks identified,

so as to make sure that the risks are adequately addressed or mitigated.

The Chief Risk Officer presents before the Risk Management Committee, risk matrix along with action plans.

Details on risk management forms part of the Management Discussion and Analysis Report under the section ''Threats & Concerns'', which forms part of this Annual Report. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Control System over financial reporting which ensures that all transactions are authorized, recorded, and reported correctly in a timely manner. The Company''s Internal Financial Control over financial reporting is designed to provide reliable financial information and to comply with applicable accounting standards.

The Company has laid down Standard Operating Procedures and policies to guide the operations of the business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the management.

The Company periodically tracks all amendments to Accounting Standards and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same. All resultant changes to the policy and impact on financials, if any, are disclosed after due validation with the Statutory Auditors and the Audit Committee.

Your Company uses latest generation SAP S4 HANA systems as a business enabler, to maintain its Books of Account and enabling system generated financial reporting. The transactional controls built into the SAP ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. The systems, Standard Operating Procedures and controls are periodically reviewed by the management. These systems and controls are audited by Internal Audit team and their findings and recommendations are reviewed by the Audit Committee which ensures the implementation.

Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessments carried

year 2021-22, employees have undergone training through the programs / workshops including the awareness sessions.

During the financial year 2021-22, no complaint was reported under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder and none was pending from the previous financial year.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Orient Electric encourages an open and transparent system of working and dealing amongst its stakeholders. Orient Electric has adopted a ''Whistle Blower Policy'' which encompasses a comprehensive framework of managing complaints of every stakeholder. It encourages its employees and various stakeholders to raise concerns about illegal / unethical behaviour observed in the Company, compromise / violation of Company''s Code of Conduct or legal or regulatory provisions, corruption, misuse of office, actual or suspected fraud and other malpractices detrimental to the interest of the Company without any fear of reprisal, discrimination, harassment or victimization of any kind.

The policy also covers reporting of instances of leakage/ suspected leakage of unpublished price sensitive information which are in violation to SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Company''s Code of Conduct for Regulating, Monitoring and Reporting Trading by Designated Persons.

All such concerns/ complaints are received by the Ombudsman through a dedicated email ID or by way of letter addressed to the Ombudsman. In case the whistle blower wishes to raise a complaint directly to the members of the Audit Committee, and not through above mentioned normal channels, the complaint may be directly made to the Chairperson of the Audit Committee.

All such complaints are enquired into by the appropriate authority within the Company while ensuring confidentiality on the identity of such complainants. On the basis of their investigation, if the allegations are proved to be correct, then the appropriate disciplinary actions are taken against the responsible employee / person. Corrective measures are also taken in consultation with the concerned stakeholders to avoid repetition of similar instances.

Details of whistle blower complaints received, action taken thereon and the functioning of the whistle blower mechanism are reviewed periodically by the Audit Committee. No person has been denied access to the Chairperson of the Audit Committee. During the financial year 2021-22, one complaint was received and taken up for investigation. Details of whistle blower policy and the complaint received thereunder are

out by the management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

Your Company recognizes that the Internal Financial Controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. Also, projections of any evaluation of the Internal Financial Controls to future periods are subject to the risk that the Internal Financial Controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, regular audits and review processes by multiple agencies ensure that such systems are reinforced on an ongoing basis.

PROTECTION OF WOMEN AT WORKPLACE

The Company believes that every employee should have the opportunity to work in an environment free from any conduct which can be considered as sexual harassment.

The Company is committed to treating every employee with dignity and respect. The Company has formulated a policy on ''Prevention of Sexual Harassment at Workplace Policy'' as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition a Redressal) Act, 2013 and Rules made thereunder. The policy is applicable to all Orient Electric establishments located in India. The policy has been widely disseminated. The Company has constituted Internal Complaints Committees to ensure implementation and compliance with the provisions of the aforesaid Act and the Rules.

This Policy addresses the following major objectives:

• To define Sexual Harassment;

• To lay down the guidelines for reporting acts of Sexual Harassment at the workplace; and

• To provide the procedure for the resolution and redressal of complaints of Sexual Harassment.

The policy lays down a detailed procedure for making a complaint, initiating enquiry therein and satisfactory redressal of the complaint.

Training programs and workshops for employees are organised throughout the year. The orientation programs for new recruits include awareness sessions on prevention of sexual harassment and upholding the dignity of employees. Specific programs have been created on the digital platform to sensitize employees to uphold the dignity of their colleagues and prevention of sexual harassment. During the financial

available in the Corporate Governance Report that forms part of this Annual Report.

The Whistle Blower Policy is available on the website of the Company at the link https://www.orientelectric.com/images/ investors/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:

• formulate the criteria for Board membership, including the appropriate mix of Executive a Non-Executive Directors and Board Diversity;

• approve and recommend compensation packages and policies for Directors, Key Managerial Personnel and Senior Management Personnel;

• lay down the effective manner of performance evaluation of the Board, its Committees and the Directors; and

• such other matters as provided under section 178 of the Act and under the provisions of Listing Regulations.

The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The Policy is available on the website of the Company at: https://www.orientelectric.com/images/investors/

nomination-remuneration-policy.pdf

RELATED PARTY TRANSACTIONS

All arrangements/ transactions entered into by the Company with its related parties during the financial year 2021-22 were in the ordinary course of business and on an arm''s length basis. During the year under review, the Company has not entered into any arrangement/ transaction with related parties which could be considered material in accordance with the Company''s Policy on Related Party Transactions, as amended, read with the Listing Regulations. As per the requirements of Indian Accounting Standards 24, details of all the transactions of the Company with its related parties have been disclosed in Note no. 33 to the financial statements forming part of this Annual Report.

A declaration in Form AOC-2, as required under sections 134(3)(h) read with 188(1) of the Act is enclosed as Annexure D. The Policy on the Related Party Transactions is available on the Company''s website at: https://www.orientelectric.com/ images/investors/related-party-policy.pdf

A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with related parties is provided in the Report on Corporate Governance, which forms part of this Annual Report.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS

The mandatory Secretarial Standards issued by the Institute of Company Secretaries of India, have been duly complied with by the Company, during the year under review.

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

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under section 134(3) of the Act read with Rule 8 of the Companies (Accounts of Companies) Rules, 2014 is annexed as The Annexure E to this Report.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

There is no change in the nature of the business operations of the Company, during the financial year ended March 31, 2022.

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 ended March 31, 2022 and the date of this Report.

INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the applicable provisions of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer, and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred to the Investor Education and Protection Fund ("IEPF") after completion of seven consecutive years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven consecutive years or more shall be transferred to the demat account of the Investor Education and Protection Fund Authority ("IEPF Authority"). After the transfer, the concerned shareholders can claim the said shares along with the dividend(s) by making an application to IEPF Authority in accordance with the procedure available on www.iepf.gov.in and on submission of such documents as prescribed under the IEPF Rules. On receipt of the application, the Company shall send an online verification report to the IEPF Authority after verifying all the necessary details which is duly certified by the Nodal Officer.

All corporate benefits accruing on such shares including dividend except rights shares shall be credited to IEPF.

During the year under review, unpaid or unclaimed dividend amounting to '' 9,33,384/- in respect of shares transferred earlier to IEPF Authority, was transferred by the Company to the IEPF, established by the Government of India. Further, during the year under review no share of the Company was liable to be transferred to the demat account of IEPF Authority pursuant to Section 124(6) of the Act read with

IEPF Rules.

The Company has been regularly sending communications to members whose dividends are lying unclaimed requesting them to claim their outstanding dividend amount by providing/updating their bank details with the RTA/Company/ Depository Participant, as the case may be so that their dividend amount do not remain unclaimed for seven consecutive years and thus attracting the provision of transferring the corresponding shares to IEPF Authority.

Details of dividend amounts remitted to IEPF:
Financial Year	Type of Dividend	Dividend declared on	Amount Transferred to IEPF (In '')
2017-18	Interim Dividend	February 12, 2018	2,78,619.00
2017-18	Final Dividend	July 16, 2018	2,78,619.00
2018-19	Interim Dividend	January 28, 2019	2,78,619.00
2018-19	Final Dividend	July 16, 2019	2,78,619.00
2019-20	Interim Dividend	January 28, 2020	3,62,204.70
2019-20	Final Dividend	August 07, 2020	2,47,324.00
2020-21	Interim Dividend	January 29, 2021	3,50,926.50
2020-21	Final Dividend	July 29, 2021	5,98,075.50
2021-22	Interim Divided	January 20, 2022	3,35,308.50
	Total		30,08,315.20

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation your Company has been receiving from all its business partners - suppliers, distributors, retailers and others associated with it. Your Company looks upon them as partners in progress and share with them the rewards of growth.

Your Directors also express their sense of gratitude to all the shareholders, customers, vendors, banks and regulatory authorities, both at the Central and State level, and look forward to their continued support.

For and on behalf of the Board of Directors

For Orient Electric Limited Chandra Kant Birla

Place: New Delhi Chairman

Date: May 10, 2022 DIN:00118473

ANNUAL RETURN

A copy of the Annual Return of the Company containing the particulars prescribed under section 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended, in Form MGT-7, as they stood on the close of the financial year i.e. March 31, 2022 is uploaded on the website of the Company in the Investor Section and can be accessed from http://www.orientelectric. com/images/investors/Annual-Report-2021-22.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURT

During the financial year 2021-22, no significantly material order was passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in the future.

AFFIRMATIONS

To the best of our knowledge and the information available, no application against the Company was filed in any court in India under the Insolvency and Bankruptcy Code, 2016, nor any proceedings thereunder is pending as on March 31,2022.

During the year under review, there was no instance of onetime settlement with any bank or financial institution.

---

Mar 31, 2019

Dear Shareholder''s,

The Board of Directors are pleased to present the Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31, 2019.

Summary of Financial Performance

Company''s financial performance during the financial year ended March 31, 2019:

(Rs. In crores)

Particulars	2018-19	2017-18
Revenue
Total Revenue	1,864.40	1,625.58
Other Revenue	9.53	5.51
Total Revenue	1,873.93	1,631.09
Expenses
Operating Expenditure	1,723.12	1,489.04
Depreciation and amortization expense	23.05	19.75
Total Expenses	1,746.17	1,508.79
Profit before finance cost and tax	127.76	122.30
Finance costs	22.86	24.47
Profit before tax (PBT)	104.90	97.83
Tax	35.59	33.80
Profit for the year	69.31	64.03
Other Comprehensive Income	(0.44)	(0.97)
Profit brought forward from last year	47.15	11.86
Transfer to General Reserve	(15.00)	(15.00)
Dividend on equity shares	(21.22)	(10.61)
Corporate Dividend Tax	(4.36)	(2.16)
Balance carried to balance sheet	75.44	47.15
Earnings per Share	3.27	3.02

Operational and Financial Performance

Orient Electric registered a revenue of Rs.1,864.40 crores for the financial year ended March 31, 2019 vs. Rs.1,625.58 crores in the previous year. EBITDA (Earnings before Interest, Tax, Depreciation and Amortisation) stood at Rs.150.14 crores, up by 6.81% compared to the previous year, on the back of growing business operations with interim headwinds of commodity and currency pressures and rising input costs.

Depreciation was higher by 16.71% due to progressive capitalization during the year under review and still remaining in an asset-lite model. The Finance Cost was reduced by 6.58%. Profit before Tax (Before Exceptional Items) stood at Rs.104.23 crores, up by 8.18% compared to the previous year. Net Profit for the financial year ended March 31, 2019 stood at Rs.69.31 crores as compared to Rs.64.03 crores in the previous year.

Dividend

The Board of Directors are pleased to recommend a final dividend of Rs.0.50 per equity share of face value of Rs.1 each for the financial year ended March 31, 2019, subject to the approval of shareholders at the ensuing Annual General Meeting (AGM) to be held on July 16, 2019. The total dividend for the financial year ended March 31, 2019 aggregates to Rs.1 per equity share of face value of Rs.1/- each which includes interim dividend of Rs.0.50 per equity share declared during the financial year 2018-19.

The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, July 13, 2019 to Tuesday, July 16, 2019, both days inclusive, for determining the entitlement of the shareholders to the final dividend for the financial year ended March 31, 2019 and for annual book closure.

Listing of Shares

With the objective of unlocking value for the shareholders, the Consumer Electric Business of Orient Paper & Industries Limited ("OPIL") through the Scheme of Arrangement ("Scheme") between OPIL and Orient Electric Limited (the "Company"), transferred and vested into the Company with effect from the appointed date of March 1, 2017. As part of the Scheme and pursuant to the exemption granted by the Securities and Exchange Board of India from the application of Rule 19(2)(b) of the Securities Contracts (Regulations) Rules, 1957, the equity shares of the Company got listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"), and trading in the equity shares started w.e. f. May 14, 2018 on both these stock exchanges.

During the financial year 2018-19 there was no change in the outstanding paid-up share capital of the Company.

Orient Electric Employee Stock Option Scheme-2019

In line with growth objective of the Company and with the intention to attract, motivate and retain the high quality talent at the senior level, the Company, during the financial year 2018-19, as part of its Long Term Incentive Programme, introduced ''Orient Electric Employee Stock Option Scheme - 2019'' (ESOP Scheme - 2019). Under the ESOP Scheme -2019 upto 30,00,000 Stock Options can be granted to the eligible employees of the Company, which upon exercise are convertible into equal number of equity shares of the Company of the face value of Rs.1 each at a grant price to be decided by the Nomination and Remuneration Committee. Though there is no holding or subsidiary company of the Company at present, however keeping in mind the future prospects, benefits under the ESOP Scheme - 2019 included the potential eligible employee(s) of any future holding/ subsidiary company(ies) of the Company. In accordance with the provisions of Section 62(1)(b) of the Companies Act, 2013 ("Act"), the Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("ESOP Regulations"), ESOP Scheme - 2019 is approved by the shareholders through Postal Ballot process effective from March 13, 2019. Nomination and Remuneration Committee of the Board of Directors of the Company is authorised to implement and administer the ESOP Scheme - 2019.

During the financial year 2018-19 a total of 19,98,309 Stock Options were granted to the eligible senior employees of the Company under the ESOP Scheme - 2019. There is no change in the ESOP Scheme - 2019 during the financial year 2018-19 post implementation. The ESOP Scheme - 2019 is in compliance with ESOP Regulations and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"). A certificate from the statutory auditors on the implementation of the ESOP Scheme - 2019 in compliance with ESOP Regulations will be placed at the ensuing Annual General Meeting (''AGM'') for inspection by the shareholders.

Further, details required to be disclosed as per Regulation 14 of ESOP Regulations can be accessed on the website of the Company http://www.orientelectric.com.

Management Discussion and Analysis Report

As stipulated under Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Annual Report.

Corporate Governance

Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organisation''s corporate governance philosophy is directly linked to its performance.

The Company is committed in adopting and adhering to established best corporate governance practices. The Board as a body understands and respects its fiduciary role and responsibilities towards the stakeholders of the Company and society at large, and strives to serve their interests, resulting in creation of value for all stakeholders.

A report on corporate governance alongwith a certificate from M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, confirming the compliance of the conditions of corporate governance, as stipulated under Regulation 34 of Listing Regulations, is attached to this Annual Report.

Holding, Subsidiary and Joint Venture Companies

During the financial year 2018-19, the Company had no holding, subsidiary or joint venture company.

Director''s Responsibility Statement

Pursuant to Section 134(3)(c) of the Act, the Board of Directors, to the best of their knowledge, belief and ability, confirm the following:

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2019, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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 and loss 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 this 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 were operating effectively; and

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

Directors and Key Managerial Personnel

Mr. Desh Deepak Khetrapal, Non-Executive Director of the Company, retiring by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment. His brief profile and other details as required under the provisions of the Act and Rules made thereunder, Secretarial Standard issued by the Institute of Company Secretaries of India and Listing Regulations are provided in the Notice to the AGM.

The Board of Directors recommends re-appointment of Mr. Desh Deepak Khetrapal as a Non- Executive Director, liable to retire by rotation, at the ensuing AGM of the Company.

Declaration by Independent Directors

All Independent Directors of the Company have given declaration confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulations 16 and 25 of the Listing Regulations.

(Familiarization Programme for Independent Directors

The Company has adopted a policy on familiarization programme for Independent Directors. All the Independent Directors were briefed with an overview of the Company''s business operations, organization structure and products of the Company. Details of the familiarization programme for Independent Directors are available on the website of the Company and can be accessed at the following link: https://www.orientelectric.com/images/investors/ familiarisation-programme.pdf.

Performance Evaluation

Pursuant to the provisions of the Act, Listing Regulations and Directors'' Performance Evaluation Policy of the Company, the Nomination and Remuneration Committee of the Board has laid down the manner for effective performance evaluation of the Board, it''s committees and individual directors. During the year performance evaluation was carried out by the Board under the supervision of Nomination and Remuneration Committee. Independent Directors carried out the performance evaluation of Non-Independent Directors, the Board as a whole and the Chairman of the Board after taking into account the views of Executive Directors and Non-Executive Directors. The Board evaluated the performance of individual Directors, the Board as a whole and Committees thereof after taking the views of Executive and Non-Executive Directors on structured questionnaire.

Performance of the Board was evaluated by each Director on the parameters such as its role and responsibilities, business risks, contribution to the development of strategy and effective risk management, understanding of operational programmes, availability of quality information in a timely manner, regular evaluation of progress towards strategic goals and operational performance, adoption of good governance practices, adequacy and length of meetings, etc.

Board Committees were evaluated by the respective Committee Members on the parameters such as its role and responsibilities, effectiveness of the Committee vis-a-vis assigned role, appropriateness of Committee composition, timely receipt of information by the Committee, effectiveness of communication by the Committee with the Board, Senior Management and Key Managerial Personnel.

Performance of the Chairperson was evaluated by the Independent Directors on the parameters such as demonstration of effective leadership, contribution to the Board''s work, communication with the Board, use of time and overall efficiency of Board meetings, quality of discussions at the Board meetings, process for settling Board agenda, etc.

Directors were evaluated individually by the Board of Directors (except by the Director being evaluated) on the parameters such as his/ her preparedness at the Board meetings, attendance at the Board meetings, devotion of time and efforts to understand the Company and its business, quality of contribution at the Board meetings, application of knowledge and experience while considering the strategy, effectiveness of follow-up in the areas of concern, communication with Board Members, Senior Management and Key Managerial Personnel, etc. The performance evaluation of the Non - Independent Directors was also carried out by the Independent Directors. Nomination and Remuneration Committee reviews the implementation of performance evaluation criteria.

Board of Directors and its Committees

Company''s Board consists of six Directors comprising of Executive, Non-Executive and Independent Directors, including one Woman Independent Director. As per regulatory requirements and with a view to have focused deliberation, the Board has constituted following Committees:

a. Audit Committee,

b. Nomination and Remuneration Committee,

c. Stakeholders'' Relationship Committee,

d. Corporate Social Responsibility Committee, and

e. Risk Management Committee.

In the last financial year 2018-19, the Board of Directors met five times. The intervening gap between the meetings was within the limits prescribed under the Act and Listing Regulations.

Details of the composition of the Board and its Committees, terms of reference and roles of these Committees along with the meetings of the Board and Committees, held during the year under review, are stated in the Corporate Governance Report forming part of this Annual Report.

Audit Committee

Audit Committee of the Company has been duly constituted by the Board of Directors pursuant to the provisions of the Act and Listing Regulations. During the year under review all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board.

Dividend Distribution Policy

As per the list of top 500 listed companies, based on market capitalization as on March 31, 2019, released by NSE and BSE, your Company falls under the category of top 500 listed companies. Therefore, as per the requirement of Regulation 43A of the Listing Regulations, your Company has formulated a dividend distribution policy. The policy is appended to this Report as Annexure I and can also be accessed at the following web link: https://www.orientelectric.com/ images/investors/dividend-distribution-Policy.pdf.

Vigil Mechanism Whistle Blower Policy

The Vigil Mechanism of your Company is governed by ''Whistle Blower Policy'' ("Policy") and Code of Conduct for Directors and Senior Management ("Code"), through which Directors and Employees are provided a platform to report to the Company Secretary and/or Chairman of the Audit Committee, on a confidential basis, any practices or actions believed to be inappropriate or illegal as per the Company''s Policy and Code. It is affirmed that no person has been denied access to the Audit Committee.

The Whistle Blower Policy is available on the website of the Company and can be accessed through the following web link: https://www.orientelectric.com/images/investors/ whistle-blower-policy.pdf.

During the year under review one compliant was received under the Policy. The Whistle Blower Committee, consisting of senior managerial personnel, including Managing Director & CEO, investigated the matter. Based on the investigation, disciplinary action was taken against two employees, who were found to be involved in the irregularity. The details and status of the said compliant was placed before the Audit Committee and Board of Directors of the Company.

Nomination and Remuneration Policy

Nomination and Remuneration Policy ("Remuneration Policy") of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate Directors on the Board, Key Managerial Personnel and the Senior Management Officers. Our business model promotes customer centricity and requires employee mobility to address project needs. The Remuneration Policy supports such mobility through pay models that are at par with industry standards.

The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component), variable pay and other benefits under Long Term Incentive Programme (variable component) to its Managing Director & CEO, Key Managerial Personnel and the Senior Management Officers. Annual increments are recommended by the Remuneration Committee and are effective form April 1, of every year. Based on the performance of the Company viz a viz the concerned person, the Remuneration Committee decides and recommends to the Board of Directors the variable amount payable to the Managing Director & CEO, Key Managerial Personnel and the Senior Management Officers. The Remuneration Committee also decides, and recommends to the Board of Directors, the remuneration payable to the Non - Executive Directors. Non - Executive Directors are paid remuneration in the form of commission, apart from sitting fees for attending meetings of the Board and Committees thereof.

The shareholders at the AGM of the Company held on July 16, 2018, approved payment of remuneration in the form of commission to the Non-Executive Directors with the ceiling of 1% of net profits of the Company as computed under Section 198 of the Act, for a period of five years, effective from the financial year 2017-18. Remuneration Committee decides and recommends to the Board of Directors, the quantum and distribution of such commission amongst the Non-Executive Directors.

Details of sitting fees paid to the Non-Executive Directors for attending meetings of the Board and Committees thereof and also the commission for the financial year 2018-19 are provided in the Corporate Governance Report annexed to this Annual Report.

The Nomination and Remuneration Policy of the Company containing the criteria for payment of remuneration to Executive and Non-Executive Directors including independent Directors, as adopted by the Board of Directors is available on the website of the Company and can be accessed through the following web link: https:// www.orientelectric.com/images/investors/nomination-remuneration-policy.pdf.

The key objectives of this Policy include:

(i) guiding the Board of Directors in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

(ii) specifying the manner for effective evaluation of the performance of members of the Board, the Board as a whole and Committees thereof, and review its implementation and compliance.

(iii) recommending to the Board the remuneration, in whatever form, payable to the Directors, Key Managerial Personnel & Senior Management Personnel.

Particulars of Directors and Employees

The statement of Disclosure on the Remuneration of Directors and Key Managerial Personnel as per the provisions of Section 197 of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure II to this Report.

Auditors

Statutory Auditor

M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301003E/ E300005) are the Statutory Auditors of the Company who were appointed for a period of five years i.e. to hold office from the conclusion of the 1^st AGM till the conclusion of 6^th AGM of the Company to be held in the calendar year 2022. In accordance with the Companies (Amendment) Act, 2017, made effective from May 7, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is now not required to be ratified by the shareholders of the Company at every AGM. Therefore ratification of their appointment is not being proposed for the shareholder''s approval at the AGM.

Auditors'' Report on the financials of the Company for the financial year 2018-19 is self-explanatory and therefore, does not require further comments and explanation. There is no reservation or qualification in the Auditor''s Report. During the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

Cost Auditor

In terms of the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your Company have, on the recommendation of the Audit Committee, appointed Mr. Somnath Mukherjee, Cost Accountant in Practice (M. No. - F5343) as Cost Auditors, to conduct the audit of cost records of your Company for the financial year 2019-20, at a remuneration as mentioned in the Notice convening the AGM. As required under the Act, ratification of the remuneration payable to the Cost Auditor for audit of the cost records for the financial year 2019-20, by shareholders is being sought at the ensuing AGM.

The Company has received declaration from Mr. Somnath Mukherjee, Cost Accountant, to the effect that his reappointment would be within the limits prescribed under Section 141(3)(g) of the Act and that he is not disqualified for such re-appointment within the meaning of Section 141 of the Act.

Secretarial Auditor

The Secretarial Audit was carried out by M/s A. K. Labh & Co., Practicing Company Secretaries, (C.P No. 3238) for the financial year 2018-19. The report given by the Secretarial Auditor is annexed as Annexure III and forms integral part of this Report. There is no qualification, reservation or adverse remark in the Secretarial Audit Report. During the financial year 2018-19, the Secretarial Auditor had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

In terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors on the recommendation of the Audit Committee, appointed M/s A. K. Labh & Co., Practicing Company Secretaries, (C.P No. 3238) as the Secretarial Auditor of the Company for the financial year 2019-20. Your Company had received their written consent confirming that their appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder.

|Compliance with Secretarial Standards

During the year under review your Company has complied with the respective Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings, General Meetings and Dividend.

Particulars of Loans, Guarantees and Investments

During the financial year 2018-19 your Company has not given any loans, provided any guarantees/securities and made investments which are covered under the provisions of Section 186 of the Act.

Deposits

During the financial year 2018-19 your Company has not accepted any deposits from public under Chapter V of the Act and as such, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2019.

Related Party Transactions

In line with the requirements of the Act and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on the Company''s website and can be accessed at the following web link: https:// www.orientelectric.com/images/investors/related-party-policy.pdf. This Policy intends to ensure that proper approval, reporting and disclosure processes are in place for all transactions between the Company and its Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. The approval of the Board and shareholders is also taken, wherever such approval is required as per the provisions of Section 188 of the Act, rules made thereunder, Regulation 23 of the Listing Regulations and applicable Accounting Standards. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature.

All Related Party Transactions entered during the financial year 2018-19 were in ordinary course of business and at arm''s length basis. During the year under review, your Company had not entered into any material related party transactions i.e. transactions exceeding 10% of the last audited annual consolidated financial statement.

Particulars of contract or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is annexed as Annexure IV, to this Report. Shareholders may refer to notes to the Financial Statements for details on Related Party Transactions.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act,2013

As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act'') and rules made thereunder, your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment of women at workplace. The Company has also constituted Internal Complaints Committees. While maintaining the highest governance norms, the Company has appointed external independent person who had worked in this area and have the requisite experience and knowledge in handling such matters, as Member of such Committees. To build awareness in this area, the Company has been conducting induction / awareness programmes in the organisation on a continuous basis.

During the year under review, no complaint of sexual harassment was received by the Company. Details as per Section 21 and 22 of the POSH Act are as under:

Number of cases pending as on the beginning of the financial year	Nil
Number of complaints filed during the financial year	Nil
Number of cases pending as at the end of the financial year	Nil

Risk Management

The Company has an elaborated Risk Management framework in place, which helps in identifying the risks and proper mitigation thereof. During the year under review, as per the requirements of Regulation 21 of the Listing Regulations, to review the risk management process of the Company, the Board of Directors has also constituted a Risk Management Committee. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The senior management team sets the overall tone and risk culture of the organization through defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority, and a set of processes and guidelines which are presented to the Committee and the Board especially with respect to risk assessment and risk minimization procedures. As an organization, it promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator.

With the growth strategy in place, risk management holds key to the success of our journey of continued competitive sustainability in attaining desired business objectives. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Internal Financial Controls and their Adequacy

The Company had laid down a set of internal financial controls to be followed in the business operations. Certain policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information. Audit Committee and the Board, on regular basis evaluates the internal financial control system.

As per the provisions of Section 134(5)(e) of the Act, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems/ framework of internal financial controls to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls with regard to reporting operational and compliance risks.

The internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the internal auditors during the course of their audits.

Conservation of Energy, Technology Absorption and foreign Exchange Earnings & Outgo

a) Conservation of Energy

The Company is an energy intensive unit, hence alternate source of energy may not be feasible. However, regular efforts are made to conserve the energy. The Company evaluates the possibilities and various alternatives to reduce energy consumption.

b) Technology Absorption

The Company is conscious on implementation of latest technologies in key working areas. Technology is ever changing and employees of the Company are made aware of the latest working techniques and technologies through workshops, group e-mails, and discussion sessions for optimum utilization of available resources and to improve operational efficiency.

c) Foreign Exchange Earnings & Outgo

As on March 31, 2019, Company has earned a foreign exchange of Rs.85.36 crores and foreign exchange outgo was Rs.140.92 crores.

Particulars required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption is enclosed as Annexure V to this Report.

Change in the Nature of Business of the Company

During the year under review, except as stated in this Report, there is no change in the nature of business operations of the Company.

Material Development after the end of the year

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this Report.

Corporate Social Responsibility

The Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR) Committee pursuant to the provisions of Section 135(1) of the Act. Composition, role and terms of reference of the CSR Committee are stated in the Corporate Governance Report annexed to this Annual Report. The Company has adopted and implemented a CSR Policy which covers activities prescribed in Schedule VII to the Act and sets out the procedure for making contributions. A copy of the Company''s CSR policy is available on the website of the Company and can be accessed through the following web link: https://www.orientelectric.com/ images/investors/corporate-social-responsibility-policy. pdf.

Since the Company was incorporated on October 10, 2016, the average net profit of the Company could be calculated for a period of two preceding financial years as of April 1, 2018. Accordingly, the minimum spending requirement specified under Section 135(5) of the Act was not applicable for the financial year 2018-19.

In accordance with the provisions of Section 134(3)(o) of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014, a report on Corporate Social Responsibility covering brief extract of the CSR policy of the Company is annexed as Annexure VI to this Report.

Investor Education and Protection Fund

Pursuant to the Scheme, the Company had allotted 5,57,238 equity shares against the shares of OPIL which it had transferred to the demat account of Investor Education and Protection Fund ("IEPF") Authority for non-encashing of dividend for last 7 years. As per Section 124 (6) of the Act, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), the Company has transferred through corporate action, these 5,57,238 equity shares to the demat account of IEPF Authority. Corresponding dividend amount on the said shares, pertaining to financial years 2017-18 (interim and final dividend) and 2018-19 (interim dividend) totaling to Rs.8,35,857/- has also been transferred in the designated bank account of IEPF Authority

Registrar and Share Transfer Agent

With the objective to improve the shareholders'' services and on the recommendation of the Stakeholders'' Relationship Committee, the Board of Directors at their meeting held on January 28, 2019 approved the appointment of Karvy Fintech Private Limited as the new Registrar and Share Transfer Agent ("RTA") of the Company in place of existing RTA, MCS Share Transfer Agent Limited. The appointment of new RTA would be effective on the completion of regulatory process and execution of required agreements & documents.

Extract of Annual Return

The extract of annual return in Form MGT-9 as required under the provisions of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, is annexed as Annexure VII to this Report. Extract of Annual Return has also been placed at the Company''s website and can be accessed at http://www.orientelectric.com/images/ investors/Annual-Report-2018-19.pdf, in terms of the provisions of Section 134(3)(a) of the Act.

Significant and Material Orders Passed by any Regulators or Court

During the year under review no regulator or court has passed any significant and material orders impacting the going concern status of the Company and its future operations. However, the Company, during the year received notice each from NSE and BSE alleging non-compliance of Regulation 29(2) and (3) of Listing Regulations and each imposing fine of Rs.10,000. The Company submitted its response to NSE and BSE clarifying that the Company has not made any default in complying with Regulation 29 of the Listing Regulations and requested for waiver of the fine. In the absence of any revert from NSE and BSE, the Company paid the fine under protest.

Appreciations and Acknowledgements

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to emerge as a significant player in the industry.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for, and co-operation with, each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all shareholders, clients, vendors, banks, government and regulatory authorities for their continued support.

For and on behalf of the Board of Directors

For Orient Electric Limited

New Delhi Chandra Kant Birla

April 30, 2019 Chairman

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Mar 31, 2018

Dear Shareholder,

The Directors take pleasure in presenting the 1^st Annual Report on the business and operations of the Company (posted merger approval), along with the Audited Financial Statements for the Financial Year ended March 31, 2018.

SUMMARY OF FINANCIAL PERFORMANCE

The financial performance of the Company for the Financial Year ended March 31, 2018 is summarized below:

(Rs. In Lacs)

Particulars	2017-18	2016-17*
Gross Sales	1,62,558	23,166
Total Revenue (net of excise)	1,59,977	21,228
Earnings before Interest, Depreciation, Amortisation & Taxation	14,204	2,467
Interest/Finance costs	2,447	272
Profit/(Loss) before Depreciation and Taxation	11,757	2,195
Depreciation	1,975	175
Net Profit/(Loss) before Taxation	9,782	2,020
Taxation	3,380	837
Net Profit/(Loss)	6,402	1,183
Other Comprehensive Income not to be reclassified to Profit & Loss in	(97)	4
subsequent Period (Net of Tax)
Total Comprehensive Income for the year	6,305	1,187
Profit brought forward from last year	1,187	-
Profit available for appropriations	7,492	1,187
Appropriations
Transfer to General Reserve	1,500	-
Interim Dividend on Equity shares	1,061	-
Corporate Dividend Tax	216	-
Balance carried to Balance Sheet	4,715	1,187
EPS	3.02	0.56

*For 2016-17 the financial figures represent business operations for one-month since the Scheme of Arrangement became effective from the appointed date of March 01, 2017.

DEMERGER OF CONSUMER ELECTRIC BUSINESS: SCHEME OF ARRANGEMENT

The Scheme of Arrangement (‘Scheme’) between Orient Paper & Industries Limited (‘OPIL’) and Orient Electric Limited (‘the Company’) and their respective shareholders and creditors, was approved by the National Company Law Tribunal, Kolkata Bench (‘NCLT’) vide its orders dated November 09, 2017. The Scheme became effective from December 08, 2017 upon filing of the certified copy of the order of NCLT, approving the Scheme, with the Registrar of Companies. Pursuant to the Scheme, the Consumer Electric Business of OPIL stood transferred and vested in the Company with effect from the appointed date i.e. March 01, 2017. OPIL was engaged in 2 (two) distinct lines of business namely:

a. manufacture and distribution of paper and paper products such as writing paper, printing paper and tissue paper - (collectively referred to as the ‘Paper Business’); and

b. manufacture and distribution of consumer electric products such as fans, lighting products, home appliances and switchgears (collectively referred to as the ‘Consumer Electric Business’).

Nature of risk and competition involved in each of the Paper Business and Consumer Electric Business is distinct, necessitating different management approaches and focus. Moreover, the competitive dynamics of these businesses are also different. The Scheme had resulted in a dedicated management focus for accelerating growth of the Consumer Electric Business, which would ultimately result in unlocking significant value for the Shareholders of the Company. Consequent upon the Scheme becoming effective, the Company ceases to be a division of OPIL.

OPERATIONAL AND FINANCIAL PERFORMANCE

The Company achieved a gross turnover of RS.1,62,558 lacs during the Financial Year ended March 31, 2018. Despite the challenging start of the year impacted by roll-out of GST, the business was able to achieve a double-digit growth, like-to-like. This was made possible due to the stronghold of the Company in the market and its ability to react to the changing market trends. EBITDA margins stood at 8.74% of Net Sales and Profit After Tax during the Financial Year amounted to RS.6,403 lacs. The growth achieved in bottom line, despite rising input costs and market challenges, is a result of focused cost reduction across categories. The Company’s consistent efforts to generate value for our shareholders are resulting in success. This year the Company generated EPS of RS.3.02. Financials of the Company for the year ended March 31, 2018 have been prepared after giving effect of the Scheme from the appointed date of March 01, 2017.

INDIAN ACCOUNTING STANDARD

Ministry of Corporate Affairs (‘MCA’) had, vide notification dated February 16, 2015, notified the Indian Accounting Standards (‘Ind AS’) to be applicable to certain class of companies including listed companies, for the accounting periods beginning on or after April 1, 2017, with comparatives to be provided for the period ending on March 31, 2017. The Financials for the Financial Year ended March 31, 2018, forming part of this Annual Report, have been prepared in accordance with Ind AS. Explanations capturing areas of differences and reconciliations from Indian GAAP to Ind AS have been provided in the ‘Notes to accounts’ to the Financial Statements.

SHARE CAPITAL

Upon the Scheme becoming effective from the appointed date of March 01, 2017, the Issued, Subscribed and Paid-Up Share Capital of the Company consisting of 5,00,000 Equity Shares of RS.1 each aggregating to RS.500,000 held by the holding company, OPIL was cancelled. The Authorised Share Capital of the Company increased to 25,00,00,000 Equity Shares of RS.1 each aggregating to RS.25,00,00,000. Pursuant to the Scheme, the Company, on January 19, 2018, allotted 21,21,85,502 Equity Shares to the shareholders of OPIL in the ratio of 1:1 i.e. one Equity Share of RS.1 each of the Company for each equity share of RS.1 each held in OPIL as on the record date of January 12, 2018.

LISTING OF SHARES

The Company, on January 29, 2018, has applied to BSE Limited and National Stock Exchange of India Limited (together referred as ‘Stock Exchanges’) for the listing of 21,21,85,502 Equity Shares of the Company, issued and allotted in terms of the Scheme. BSE Limited vide its letter dated March 28, 2018 and National Stock Exchange of India Limited, vide its letter dated April 18, 2018 granted in-principle approvals for the listing of aforesaid Equity Shares subject to relaxation by the Securities and Exchange Board of India under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957. Upon receipt of such relaxation, the Company has initiated necessary actions required for obtaining listing and trading approvals from the Stock Exchanges for its equity shares.

Though, all the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) are not applicable on the Company as on the date of Balance Sheet and on the date of this Report, however the Company has voluntarily complied with the provisions of the Listing Regulations, wherever applicable.

DIVIDEND

The Board of Directors had, at their meeting held on February 12, 2018, declared 1^st interim dividend, for the Financial Year 2017-18, of RS.0.50 per equity share. The 1^st interim dividend was paid to the shareholders of the Company as on the Record Date of February 19, 2018. Further, the Board of Directors at their meeting held on April 27, 2018 recommended a final dividend of RS.0.50 per equity share for the Financial Year ended March 31, 2018, subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) to be held on July 16, 2018, thus bringing total dividend for the Financial Year 2017-18 to RS.1/- per share (i.e. 100%).

The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, July 12, 2018 to Monday, July 16, 2018, both days inclusive, for determining the entitlement of the shareholders to the final dividend for the Financial Year ended March 31, 2018 and for annual book closure.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

During the year under review the existing Directors of the Company, Mr. Manohar Lal Pachisia, Mr. Pradeep Kumar Sonthalia and Mr. Pramod Chandra Agarwala resigned as the Directors of the Company effective from January 23, 2018 and the Board of the Company was reconstituted as per the requirements of Listing Regulations and the Companies Act, 2013 (‘Act’). The Board Members places on record their deep appreciation for the services rendered by Mr. Manohar Lal Pachisia, Mr. Pradeep Kumar Sonthalia and Mr. Pramod Chandra Agarwala. Details of the new Directors, appointed after the reconstitution of the Board of the Company are as follows:

1. Mr. Chandra Kant Birla was appointed as an Additional Director (Non-Executive) and Chairman of the Board of Directors of the Company w.e.f. January 19, 2018. As an Additional Director, Mr. Chandra Kant Birla would hold the office of Director upto the date of the ensuing 2^nd AGM. The Company has received a notice in writing from a Member of the Company in accordance with the provisions of Section 160 of the Act, proposing the candidature of Mr. Chandra Kant Birla for the office of Director, liable to retire by rotation.

The Board of Directors recommends the appointment of Mr. Chandra Kant Birla as a Non-Executive Director, liable to retire by rotation, at the ensuing 2^nd AGM of the Company.

2. Mr. Rakesh Khanna was appointed as an Additional Director (Executive) and Managing Director by the Board of Directors of the Company w.e.f. January 23, 2018. As an Additional Director, Mr. Rakesh Khanna would hold the office of Director upto the date of the ensuing 2^nd AGM. The Company has received a notice in writing from a Member of the Company in accordance with the provisions of Section 160 of the Act, proposing the candidature of Mr. Rakesh Khanna for the office of Director, not liable to retire by rotation.

The Board of Directors recommends the appointment of Mr. Rakesh Khanna as an Executive Director and Managing Director, not liable to retire by rotation, at the ensuing 2^nd AGM of the Company.

3. Mr. Desh Deepak Khetrapal was appointed as an Additional Director (Non-Executive) by the Board of Directors of the Company w.e.f. January 19, 2018. As an Additional Director, Mr. Desh Deepak Khetrapal would hold the office of Director upto the date of the ensuing 2^nd AGM. The Company has received a notice in writing from a Member of the Company in accordance with the provisions of Section 160 of the Act, proposing the candidature of Mr. Desh Deepak Khetrapal for the office of Director, liable to retire by rotation.

The Board of Directors recommends the appointment of Mr. Desh Deepak Khetrapal as a Non-Executive Director, liable to retire by rotation, at the ensuing 2^nd AGM of the Company.

4. Mr. TCA Ranganathan, Mr. K Pradeep Chandra and Ms. Alka Marezban Bharucha were appointed as Additional Directors, in the independent capacity, by the Board of Directors of the Company w.e.f. January 19, 2018, for a period of five years. As Additional Directors, Mr. TCA Ranganathan, Mr. K Pradeep Chandra and Ms. Alka Marezban Bharucha, would hold the office of Directors upto the date of the ensuing 2^nd AGM. The Company has received separate notices in writing from the Members of the Company in accordance with the provisions of Section 160 of the Act, proposing the candidature of Mr. TCA Ranganathan, Mr. K Pradeep Chandra and Ms. Alka Marezban Bharucha for the office of Directors, not liable to retire by rotation.

The Board of Directors recommends the appointment of Mr. TCA Ranganathan, Mr. K Pradeep Chandra and Ms. Alka Marezban Bharucha as Independent Directors at the ensuing 2^nd AGM of the Company.

The brief profiles along with other required details of the Directors being recommended for appointment, at the ensuing AGM, as per the provisions of the Act and Rules made thereunder, Secretarial Standard issued by the Institute of Company Secretaries of India and Listing Regulations, are provided in the Notice to the AGM.

Declaration by Independent Directors

All Independent Directors of the Company have declared and confirmed that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(b) of the Listing Regulations.

Key Managerial Personnel:

1. The Board of Directors after considering the expertise and experience of Mr. Rakesh Khanna, appointed him as the Managing Director and CEO of the Company, w.e.f. January 23, 2018, for a period of four years. Appointment and remuneration of Mr. Rakesh Khanna, as Managing Director, is subject to the approval of the shareholders at the ensuing 2^nd AGM of the Company.

2. The Board of Directors also appointed Mr. Manoj Kumar Dugar as the Chief Financial Officer of the Company w.e.f. January 23, 2018 and Mr. Hitesh Kumar Jain as the Company Secretary of the Company w.e.f. December 19, 2017. Mr. Manoj Kumar Dugar has resigned from the position of Chief Financial Officer as well as from the employment of the Company, effective from the close of business hours on April 24, 2018.

3. The Board of Directors has appointed Mr. Saibal Sengupta as the Chief Financial Officer of the Company w.e.f. April 27, 2018, who shall be a Key Managerial Personnel of the Company pursuant to Section 204 of the Act. Mr. Saibal Sengupta is a Member of the Institute of Chartered Accountants of India with rich work experience spread over 29 years.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & INDIVIDUAL DIRECTORS

The Company, under the Director’s Performance Evaluation Policy, has laid down the process and mechanism for evaluating the performance of the Board, Committees thereof, individual Directors and Chairman of the Board. As per the requirements of the Act and the Listing Regulations, annual performance evaluation of Board, Independent Directors, Non-Executive Director, Executive Director, Committees and Chairman of the Board is required to be carried out during a calendar year. Such evaluation will be carried out as per Director’s Performance Evaluation Policy during the calendar year 2018.

BOARD OF DIRECTORS AND ITS COMMITTEES

The Company has an optimum mix of Executive, Non-Executive and Independent Directors, including one Woman Independent Director. The Board has constituted four committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee and CSR Committee. Details of the composition of the Board and its Committees, terms and roles of the Committees, and meetings held during the year are provided in Corporate Governance Report forming part of the Annual Report.

RECOMMENDATIONS OF AUDIT COMMITTEE

Audit Committee of the Company was constituted on January 23, 2018. During the year, one meeting of Audit Committee was held. All the recommendations of Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION POLICY

The Company endeavors to have an appropriate mix of Executive, Non-Executive and Independent Directors, so as to have independence on the Board and separate its function of governance from that of management. The Board has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management which is annexed as Annexure 1 to this Report. This policy outlines the framework to ensure that the Company’s remuneration levels are aligned with industry practices and are sufficient to attract and retain competent Directors on the Board, Key Management Personnel and the Senior Management Personnel of the quality required, while allowing fair rewards for the achievement of key deliverables and enhanced performance.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

During the year under review, except as stated in this report, there is no change in the nature of business operations of the Company.

STATUTORY AUDITOR AND AUDIT REPORT

At the 1^st AGM held in the year 2017, shareholders appointed M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301003E/ E300005) as the Statutory Auditors of the Company to hold office from the conclusion of the 1^st AGM till the conclusion of 6^th AGM of the Company to be held in the calendar year 2022, subject to ratification of their appointment at every AGM. The Company has received a letter from the auditors confirming that they are eligible for being appointed as statutory auditors of the Company under the provisions of Section 139 of the Act and meet the criteria for appointment specified in Section 141 of the Act.

Based on the recommendation of the Audit Committee and as per the provisions of Section 139(1) of the Act, the Board of Directors of your Company proposes to ratify the appointment of M/s S. R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301003E/ E300005) as the Statutory Auditors of the Company to hold office from the conclusion of the 2^nd AGM till the conclusion of the 3^rd AGM.

Auditors’ Report on the financials of the Company for the Financial Year 2017-18 is self-explanatory and therefore, does not require further comments and explanation. There is no reservation or qualification in the Auditor’s Report.

During the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

COST AUDITOR

Consequent upon the transfer of Consumer Electric Business to the new entity, Orient Electric Limited, as referred above, the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, relating to maintaining Cost Accounting Records and their audit by a Cost Auditor became applicable on the Company w.e.f. December 08, 2017. Accordingly, the Board of Directors has appointed Mr. Somnath Mukherjee, Cost Accountant in Practice (M.NO.-F5343), as Cost Auditor of the Company for conducting audit of the cost records of the Company for the Financial Years 2017-18 and 2018-19 at a fee of H60,000/- (Rupees sixty thousand only) per Financial Year plus out of pocket expenses and taxes, subject to the ratification of the said fees by the shareholders at the ensuing AGM.

The Company has received letters from Mr. Somnath Mukherjee, Cost Accountant for respective Financial Years to the effect that his appointment / re-appointment would be within the limits prescribed under Section 141(3)(g) of the Act and that he is not disqualified for such appointment / reappointment within the meaning of Section 141 of the Act.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s A. K. Labh & Co., Practicing Company Secretaries, (C.P No. 3238) carried out the Secretarial Audit of the Company during the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year 2017-18, prepared by them, is annexed to this Report as Annexure 2.

The Secretarial Auditor has not expressed any qualification or reservation in its report and the report is self-explanatory.

Secretarial Auditor has also not reported any matter under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the Financial Year under review, your Company has not given any loan or guarantee, made investments and provided securities which are covered under the provisions of Section 186 of the Act.

DEPOSITS

During the year under review, your Company has not accepted any deposits under Chapter V of the Act and hence no amount of principal and interest thereof was outstanding.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the Financial Year 2017-18 were on arm’s length basis and in the ordinary course of business. The related party transactions are reviewed and approved by the Audit Committee, the Board and shareholders, wherever such approval is required as per the provisions of Section 188 of the Act, rules made thereunder, Regulation 23 of the Listing Regulations and applicable Accounting Standards. The Company has not, during the year, entered into any material related party transaction with promoters, directors and key managerial personnel, that may have a potential conflict with that of the Company at large.

For details on related party transactions, Members may refer to the notes to the Financial Statement. The Policy on related party transactions, as approved by the Board, is available on the Company’s website and can be accessed through the web link: https://www.orientelectric.com/investores/ RelatedPartyPolicy.pdf.

Particulars of contract or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is annexed as Annexure 3, to this Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a “Whistle Blower Policy” (‘Policy’), through which stakeholders are provided a platform to raise concerns, in line with the Companies commitments to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communications. Whistle Blower can report to the Chairman of the Audit Committee and Company Secretary, on a confidential basis, any practices or actions believed to be inappropriate or illegal. It is affirmed that no person has been denied access to the Audit Committee. The Policy provides complete confidentiality and safeguard of the Whistle Blower who raises the whistle against such improper conduct.

The Whistle Blower Policy is available on the website of the Company and on the intranet site of the Company and can be accessed through the web link: https://www. orientelectric.com/investores/WhistleBlowerPolicy.pdf.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Company has a Policy for prevention of Sexual Harassment of Women in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaint Committees have been constituted at all the locations of the Company in India to redress the complaints, if any, received. The details of the complainant are kept confidential. During the year under review, no complaint was received from any employee of the Company involving sexual harassment and thus, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RISK MANAGEMENT

The Company has implemented an elaborated Risk Management framework, which helps in identifying the risks and proper mitigation thereof. The Company has adopted a Risk Management Policy, approved by the Board, which assists the Board in overseeing and approving the Company’s enterprise wide risk management framework and ensuring that the proper mitigation plan is in place for mitigating the risks faced by the Company. There are no risks identified by the Board which may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Board is responsible to ensure that a robust system of Internal Financial Controls has been laid down and those controls are adequate and working effectively. Your Company has implemented a framework of Internal Financials Controls commensurate with the nature, size and complexity of its business operations. These internal controls provide reasonable assurances that financial information recorded and provided, are reliable, within the parameters of applicable laws; assets of the Company are safeguarded against misappropriation or unauthorised use; financial transactions are executed with proper authorisations and as per Standard Operating Procedures and there is proper segregation of duties. These controls are reviewed and tested periodically. If any weakness is found in any of the controls, additional measures are put in place to make such controls fit and effective.

The Company has an Internal Audit department, which reports to the Audit Committee. An independent and external firm of Internal Auditors has also been appointed to review, test and report on the functionality, adequacy and effectiveness of Internal Control System established by the Company.

Based on information provided, nothing has come to the attention of Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm the following:

a. In the preparation of the Annual Accounts for the Financial Year ended March 31, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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 and loss 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 this 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 were operating effectively; and

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

MATERIAL DEVELOPMENT AFTER THE END OF THE YEAR

After the end of the Financial Year under review and till the date of this report, no material development, affecting the financial positions of the Company, has happened.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the respective Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings, General Meetings and Dividend.

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Act, your Board has constituted a Corporate Social Responsibility (CSR) Committee on January 23, 2018. Composition, role and terms of reference of the CSR Committee has been provided in the Corporate Governance Report annexed to the Annual Report. Prime responsibility of the CSR committee is to assist the Board in discharging its corporate social responsibility towards the society. The Company has adopted and implemented a CSR Policy which is available on the website of the Company and can be accessed at https://www.orientelectric.com/ investores/CorporateSocialResponsibilityPolicy.PDF. The CSR Policy covers the activities prescribed in Schedule VII to the Act.

Pursuant to Section 134(3)(o) of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014, a Corporate Social Responsibility Report is annexed to this report as Annexure 4.

PARTICULARS OF DIRECTORS AND EMPLOYEES

Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details / informations related to the remuneration of Directors and Key Managerial Personnel are set out in Annexure 5 to this Report.

ANNUAL RETURN

As per the requirements of Section 134(3)(a) read with Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 is annexed to this Report as Annexure 6.

CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance and adheres to the standards set out by the Securities and Exchange Board of India. Corporate governance is about maximizing shareholder’s value legally, ethically and sustainably. Your Board exercises its fiduciary responsibilities in the widest sense of the term. The Board endeavor to enhance long-term value of shareholders and respect minority rights in all business decisions.

A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of the Annual Report.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section forming part of the Annual Report.

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

a) Conservation of Energy

The Company understands the importance of conservation of energy and has taken several measures to reduce the energy consumption across all its plants and offices.

b) Technology Absorption

Technology is ever changing. The Company is conscious of implementing new technology in its production units. The Company has an established Research & Development centre approved by the Department of Scientific & Industrial Reaserch. This centre enables differentiated product developments based on consumer insights and innovates on new and improved technologies which results in superior quality, increased capacity utilisation and cost reduction.

c) Foreign Exchange Earnings & Outgo

During the year under review, the Company earned foreign exchange of RS.11,299 lacs and foreign exchange outgo was RS.9,590 lacs.

Particulars required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption is enclosed as Annexure 7 to this Report.

SUBSIDIARIES AND JOINT VENTURE COMPANIES

During the Financial Year 2017-18, the Company had no subsidiary or joint venture company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURT

During the year under review, no significant material order was passed by any Regulator or Court that would impact the going concern status or future business operations of the Company.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers, suppliers, business partners / associates, shareholders, bankers and Central & State Governments for their consistent support and encouragement to the Company. Your Directors place on record sincere appreciation for the contribution made by the employees at all levels. The Company’s consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors

For Orient Electric Limited

New Delhi Chandra Kant Birla

April 27, 2018 Chairman