Dear Members,

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

SUMMARY OF FINANCIAL PERFORMANCE

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

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

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

During the year under review, the Electric Consumer Durables (‘ECD') segment recorded growth better than the peers in the industry, despite unfavourable summer season. Your Company's continued focus on the strategy of premiumisation and going Direct to Market in Distribution in Fans has helped us penetrate better than the previous year to additional and newer locations. The Company witnessed strong growth in the fast-growing BLDC segment which grew by 47%, with new launches across price segments. The Company posted a high double digit growth in the heating category, witnessing a good traction towards our room heaters and water heaters.

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

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

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

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

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

FINANCIAL HIGHLIGHTS

Revenue from operations was Rs. 3,326.39 crores as against

Rs. 3,093.68 crores in the previous year, recording a growth of 7.52%. Employee cost as a percentage to revenue from operations was 9.26% (Rs. 307.95 crores) as against 9.89%

(Rs. 306.06 crores) in the previous year. Other expenses as a percentage to revenue from operations was 15% (Rs. 499.14 crores) as against 15.65% (Rs. 484.31 crores) in the previous year. Profit before exceptional items and tax for the current year is Rs. 139.45 Crores as against Rs. 112.25 crores in the previous year, a variance of 24.23%. Profit after tax (PAT*) for the current year is Rs. 95.84 crores as against

Rs. 83.21 crores in the previous year a variance of 15.18%. During and for the financial year 2025-26, provision of Rs. 33.45 Crores as direct tax as compared to Rs. 29.04 crores during and for the financial year 2024-25.

*before other comprehensive income

AWARDS & ACCOLADES

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

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

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

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

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

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

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

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

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

DIVIDEND

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

Further, the Board, at its meeting held on May 8, 2026, has recommended a final dividend of Rs. 0.75 per equity share of

Rs. 1 each of the Company, for the year ended March 31, 2026, 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, 2026, the record date will be July 10, 2026.

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

In view of the changes made under the Income Tax Act, 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘SEBI Listing Regulations') is available on the Company's website: https:// orientelectric/dividend-distribution-Policy.

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 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, 2026.

TRANSFER TO GENERAL RESERVE

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

SHARE CAPITAL

During FY 2026, there was no change in the authorised, subscribed and paid-up share capital of the Company. As on March 31, 2026, the paid-up and subscribed share capital of the Company stood at Rs. 21,33,65,899 /- divided into 21,33,65,899 equity shares of Rs. 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, 2026, as per the provisions of Regulations 34, 39 read with Schedule V(f) of SEBI Listing Regulations, are provided in the Corporate Governance Report forming part of this 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 Sweat Equity) Regulations, 2021 (‘ESOP Regulations') and SEBI Listing Regulations and there is no change in such ESOP Scheme during the period. During the year under review 8,57,200 stock options were granted under the said ESOP Scheme. Each option entitles the holder to acquire one equity share of Rs. 1/- each of the Company at the exercise price fixed at the time of grant. Further 3,64,507 stock options lapsed during the financial year ended March 31, 2026.

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

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

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 i.e. March 31, 2026. The Company has not accepted any loans from any of its directors.

HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Change in Directors

In accordance with Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. CK Birla (DIN: 00118473), Non-Executive Chairman of the Company, is liable to retire by rotation at the ensuing AGM of the Company and being eligible, offers himself for re-appointment. The Board recommended the resolution for his re-appointment by the approval of the shareholders of the Company at the ensuing AGM.

A brief profile and other details relating to Mr. Birla is provided in the Notice of ensuing AGM.

Key Managerial Personnel (KMP)

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

BOARD EVALUATION

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

DIRECTOR'S RESPONSIBILITY STATEMENT

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

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2026, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, wherever applicable;

b. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

PARTICULARS OF DIRECTORS AND EMPLOYEES

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

Annexure A.

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

BOARD AND ITS COMMITTEES

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

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

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

MEETING OF INDEPENDENT DIRECTORS

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

CORPORATE GOVERNANCE

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

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

RISK MANAGEMENT

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

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

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

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

INTERNAL FINANCIAL CONTROLS

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

VIGIL MECHANISM

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

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

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 said Policy during the financial year 2025-26. The said Policy is also available on the website of the Company at https://orientelectric./ pages/codes-policies/nominationand remuneration policy.

AUDITORS

Statutory Auditor

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

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

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

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

Internal Auditor

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

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

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

Secretarial Auditor

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

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

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

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

Cost 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, 2026, shall provide the Cost Audit Report for the financial year 2025-26 within the timeframe prescribed under the Act and the rules made thereunder.

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

Upon the recommendation of the Audit Committee, the Board at its meeting held on May 8, 2026, has appointed Mr. Somnath Mukherjee, Cost Accountant in Practice (M. No. – 5343) as the Cost Auditor of the Company for the financial year 2026-27. 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 SEBI Listing Regulations, the Company's Business Responsibility and Sustainability Report (‘BRSR'), detailing its Environmental, Social, and Governance (‘ESG') initiatives and outcomes for the financial year 2025-26, is available on the Company's website and can be accessed through the web link: https:// orientelectric.com/pages/brsr-25-26.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI Listing Regulations, the Management Discussion and 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://orientelectric.com/images/investors/corporate-social-responsibility-policy.pdf.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

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

RELATED PARTY TRANSACTIONS

All transactions entered by the Company with its related parties during the financial year 2025-26 were at arm's length basis and in the ordinary course of business operations of the Company and were approved by the 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/pages/codes-policies/related party policy.

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

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

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS

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

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

Information in accordance with the provisions of Section 134(3)(m) of the 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 was no change in the nature of the business operations of the Company, during the financial year ended March 31, 2026.

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

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year 2025-26 and the date of this Report, except as disclosed in this Annual 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 Authority (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 a period of seven consecutive years. Additionally, shares on which dividends remain unclaimed by shareholders for seven consecutive years or more are required to be transferred to the demat account of the Investor Education and Protection Fund 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.

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

ANNUAL RETURN

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURTS

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

AFFIRMATIONS

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

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

ACKNOWLEDGEMENTS

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