Oricon Enterprises Ltd Directors Report

To

The Members,

Oricon Enterprises Limited

Your Directors have pleasure in presenting the 56TH ANNUAL REPORT of the Company together with the Audited Financial Statement(s) of the Company for the year ended March 31, 2026.

1. Financial Results: ( in Lakhs)

Particulars	Standalone Results		Consolidated Results
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Continuing operations
Revenue	1,620.22	1,230.95	4,214.73	4,668.52
Other income	5,144.08	2,840.14	7,723.82	4,757.75
Total income	6,764.31	4,071.09	11,938.55	9,426.27
EXPENSES
Stores & Spares Consumed	0.26	0.12	0.26	0.12
Purchase of Stock-in-trade	1,615.64	1,247.98	4,773.01	4,663.90
Changes in Inventories of Finished Goods, Stock in	288.19	-	288.19	-
Trade and Work in Progress
Employee Benefits Expense	1,162.47	1,193.72	1,404.46	1,419.26
Finance Cost	62.45	750.48	93.26	592.57
Depreciation and Amortization Expense	193.45	249.47	256.29	499.64
Other Expenses	2,102.42	1,894.02	2,533.92	2,251.79
Total Expenses	5,424.88	5,335.80	9,349.39	9,427.29
Profit / (Loss) before Tax and Exceptional Items	1,339.43	(1,264.72)	2589.15	(1.01)
Share of Profit /(loss) of Associate	-	-	(166.31)	(74.75)
Profit / (Loss) before Tax and Exceptional Items	-	-	2422.84	(75.76)
Exceptional item	-	-	440.19	(328.77)
Profit / (Loss) before Tax	1,339.43	(1,264.72)	2,863.03	(404.52)
Tax Expenses
Current Year	162.52	(259.94)	340.25	(127.62)
Current Tax for Earlier Years	121.15	(51.66)	358.68	(51.66)
Deferred Tax	323.25	(51.32)	344.33	(44.81)
Total Tax Expenses	606.92	(362.92)	1043.26	(224.09)
Profit / (Loss) after Tax from continuing operations	732.51	(901.79)	1,819.77	(180.43)
Discontinued Operations:
Profit before tax from discontinued operations	469.87	2389.09	1073.13	2389.09
Tax Expenses of discontinued operations	(118.26)	(601.29)	(118.26)	(601.32)
Profit after tax from discontinued operations	351.61	1787.80	954.87	1787.77
Profit(loss)before tax from slump sale of discontinued operations	(233.21)	14215.11	(233.21)	14215.11
Tax on profit and impairment loss related to slump sale of discontinued operations	33.36	(1900.86)	33.36	(1900.86)
Profit after tax from slump sale of discontinued operations	(199.85)	12314.24	(199.85)	12314.24
Profit/ (Loss) after tax from discontinued operations	151.76	14102.04	755.02	14102.02
Profit/(loss) after tax for the year	884.28	13200.25	2574.79	13921.58

*Previous years figures have been re-grouped / re-arranged and re-classified to confirm to the current years presentation.

2. Overview of Financial Performance Standalone

During the year under review the company has earned Rs. 187.28 Crores from Continuing and Discontinued Operations as against Rs. 234.60 Crores in the previous year. The Net profit after tax for the year under review was Rs. 8.84 Crores as against Rs. 132.00 Crores in the previous financial year.

Consolidated

During the year under review the company has earned Rs. 239.02 Crores from Continuing and Discontinued Operations as against Rs. 288.15 Crores in the previous year. The Net profit after tax for the year under review was Rs. 25.74 Crores as against Rs. 139.22 Crores in the previous financial year.

3. Dividend

Your Directors are pleased to recommend Dividend @ 10% i.e. Rs. 0.20/- per equity share for the Financial Year 2025-26 which if approved at the forthcoming Annual General Meeting will be paid to the Members whose names are registered as on record date. The total outgo for dividend shall be Rs. 3,14,09,543.00.

4. Updates on Sale of Manufacturing Plants:

During the Financial Year 2025-26, the Company successfully completed the sale and disposal of its entire manufacturing facilities, including the related land, buildings, (except Land and Building of Murbad Unit), plant and machinery and other associated assets, in accordance with the approvals obtained from the Board of Directors, the shareholders of the Company and other statutory and regulatory authorities, wherever applicable.

Consequent upon completion of the transaction(s), the Company has discontinued all its manufacturing operations.

Financial Position

The proceeds realised from the disposal of the manufacturing assets have significantly enhanced the Companys liquidity. Pending identification of new growth opportunities surplus funds arising from such divestments have been deployed in treasury and other investment avenues in accordance with applicable provisions of the Companies Act 2013.The primary objectives of such deployment are preservation of funds , maintenance of adequate liquidity and generation of reasonable risk-adjusted returns.

5. Subsidiary Companies and Joint Venture

A separate statement containing the salient features of financial statements of all the subsidiaries of your Company forms part of Annual Report in the prescribed Form AOC-1 as

Annexure I in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

The Financial Statements of the subsidiary companies and related information are available for inspection by the Members at the Registered Office of the Company during the business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Further in line with the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and in accordance with IND AS 110, Consolidated Financial Statement prepared by the Company includes financial information of its subsidiaries.

The Company will provide a copy of Annual Report and other documents of its subsidiary companies on the request made by any Member, investor of the Company/ Subsidiary Companies. The Financial Statements of the Subsidiary Companies have been kept for inspection by any Member at the Registered Office of the Company. The statements are also available on the website of the Company www.oriconenterprises.com

6. Capital Structure

During the year under review, there has not been any change in authorized and paid-up share capital of the Company.

7. Transfer of Unpaid/ Unclaimed Dividend and Shares thereof to IEPF

During the year under review, the Company has transferred a sum of Rs. 2,54,578.50 to the Investor Education and Protection Fund established by the Central Government, in compliance with the provisions of Section 125 of the Companies Act, 2013. The said amount represents dividends which were declared by the Company in the financial year 2017-18 and were lying unpaid/unclaimed with the Company for a period of seven years from the date of its transfer into unpaid dividend account.

The detailed list of members whose unpaid/unclaimed dividend has been transferred to IEPF is uploaded on the website of the Company at https://www.oriconenterprises.com/pdf/IEPF%20-1%202017-2018%20Transfer%20of%20Dividend.pdf

Further pursuant to the provisions of Section 125 of the Companies Act, 2013, the Company has transferred shares to IEPF on which dividend has not been claimed for the last 7 years i.e. dividend declared by the Company for the financial year 2017-18. The detailed list of members whose shares have been transferred to IEPF is uploaded on the website of the Company at https://www.oriconenterprises.com/pdf/Copy%20of%20ORI

CON%20ENTERPRISES%20LTD_IEPF4_LOT_10_2026.p df

8. Directors and Key Managerial Personnel

In accordance with the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Prashant Mantri, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself, for re-appointment as Director liable to retire by rotation.

During the financial year under review, the following changes occurred in the constitution of the Board of Directors and Key Managerial Personnel (KMPs) of the Company:

Cessation:

1. Mr. Balkishan Toshniwal (DIN: 00048019) ceased to be Director of the Company with effect from February 01, 2026.

2. Mr. Varun Somani (DIN: 00015384) ceased to be Director of the Company with effect from March 17, 2026.

Further, after the closure of FY 2025-26, Mr. Sumant Mimani (DIN: 01251535) ceased to be an Independent Director of the Company with effect from May 29, 2026.

Appointment

1. Mr. Bal Mukand Gaggar (DIN: 02324428) was appointed as Joint Managing Director Cum Chief Financial Officer of the Company with effect from February 01, 2026.

2. Mr. Ramkishore Singhi (DIN: 01749266) was appointed as Non-Executive Independent Director of the Company with effect from February 01, 2026.

3. Mr. Prashant Mantri (DIN: 02160348) was appointed an Executive Director of the Company with effect from February 01, 2026.

9. Details of Committees of the Board

At present, the Board has following five (5) Committees: i. Audit Committee, ii. Nomination and Remuneration Committee, iii. Stakeholders Relationship Committee, iv. Corporate Social Responsibility Committee and v. Executive Committee

The Composition of the Committees and relative compliances, are in line with the applicable provisions of the Companies Act, 2013 read with the Rules and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of terms of reference of the Committees,

Committees Membership and attendance at meetings of the Committees, except CSR Committee are provided in the report on Corporate Governance.

10. Corporate Social Responsibility Committee

The constitution, composition, terms of reference, role, powers, rights, obligations of ‘Corporate Social Responsibility Committee [‘CSR Committee] are in conformity with the provisions of Section 135 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Committee consists of the following Members:

Name	Designation	Non-Executive / Independent
Mr. Adarsh Somani	Chairman	Managing Director
Mr. Sumant Mimani*	Member	Independent Director
Mrs. Mamta Biyani	Member	Independent Director
Mr. Ramkishore Singhi#	Member	Independent Director

*Mr. Sumant Mimani ceased to be a member of CSR

Committee w.e.f. May 29, 2026

# Mr. Ramkishore Singhi was appointed as member of CSR

Committee w. e. f May 29, 2026.

11. Expenses for Corporate Social Responsibility

The Company has not incurred any expenditure towards Corporate Social Responsibility during the year under review, as there is an excess CSR amount carried forward from the previous year.

The Report on CSR in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure II forming part of this Report.

12. Policy on Directors appointment and remuneration

The Nomination and Remuneration Committee is entrusted with the responsibility of identifying and ascertaining the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommending their appointment for the consideration of the Board.

The Company has drawn up Nomination and Remuneration policy in line with the requirement of Section 178 of the Companies Act, 2013. The Policy inter alia provides that a person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

13. Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism cum Whistle Blower Policy (‘Vigil Mechanism) in place. The Vigil Mechanism is a system for providing a tool to the employees of the Company to report violation of personnel policies of the Company, unethical behavior, suspected or actual fraud, violation of code of conduct. The Company is committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization.

The Policy provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Board of Directors affirm and confirm that no employee of the Company has been denied access to the Committee.

Details of the Vigil Mechanism are available on the Companys website www.oriconenterprises.com

14. Risk Management

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 which laid down the framework to identify, evaluate business risks and opportunities. The Company has vested powers to the Audit Committee to regulate the risk identification, assessment, analysis and mitigation with the assistance of the Internal Auditor. The Company has procedures in place for informing the Board of Directors on risk assessment and management procedures. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. The management is however, of the view that none of the risks may threaten the existence of the Company as risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

15. Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)

The Company is committed to create and maintain an environment in which employees can work together without fear of sexual harassment, exploitation or intimidation. A

Complaint Redressal Committee has been set up by the Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the period under review, no complaints were received.

16. Maternity Benefit Provided by the Company Under Maternity Benefit Act 1961

We declare that the Company is in the compliance with all the sections of the Maternity Benefit Act, 1961. Under Maternity Act, 1961 we provide maternity leave (26 weeks for the first two children, 12 weeks for subsequent children or adoption), medical benefits, and other entitlements as outlined in the Act. Company have informed all employees about the benefits available under the Maternity Benefit Act.

17. Adequacy of Internal Financial Controls with reference to the Financial Statements

The Company has devised appropriate systems and framework for adequate internal financial controls with reference to financial statements commensurate with the size, scale and complexity of its operations including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework and risk management framework.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls.

Further, the Board annually reviews the effectiveness of the Companys internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.

A report of the Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

18. Number of Board Meetings

7(Seven) meetings of Board of Directors were held during the financial year 2025-26 on May 28, 2025, August 07, 2025, August 14, 2025, November 14, 2025, December 29, 2025, January 27, 2026, and February 14, 2026. The details of the Board Meeting and the attendance of the Directors are provided in the Corporate Governance Report, forming part of this Annual Report.

19. Annual Evaluation of Board Performance

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors in their meeting held on March 27, 2026 who also reviewed the performance of the Board as whole.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure for the performance evaluation of the Board of Directors.

The Boards functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board Structure and Composition, effectiveness of Board process, information and functioning.

The Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meeting and guidance/support to the management outside

Board/Committee Meetings. In addition, the Chairman was also evaluated on Key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement of all Board Members.

Evaluation of Independent Directors was done by the entire Board.

20. Particulars of Loans, Guarantees and Investments

Particulars of Loans, Guarantees and Investment as required under Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are given in Notes no. 09 to 11 and 15 forming part of Standalone Financial Statements.

21. Particulars of contracts or arrangements with Related Parties

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no material contracts or arrangements or transactions during the year. Thus, the disclosure in Form AOC-2 under Section 134(3)(h) of the Companies Act, 2013 is not applicable.

The Disclosures as required under IND AS 24 ‘Related Party Disclosures notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been provided in Note No. 50 of the Notes forming part of the Financial Statements.

22. Declaration of Independent Directors

The Independent Directors have submitted their disclosures/ declarations to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

23. Directors Responsibility Statement

The Board of Directors of the Company confirm:

(I) that in the preparation of the annual accounts for the year ended March 31, 2026 the applicable Accounting Standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the year ended 31st March, 2026 on a ‘going concern basis;

(v) that the Directors have laid down internal financial control and that such internal financial control are adequate and

(vi) that the Directors have devised proper system to ensure compliance with the Provisions of all applicable laws.

24. Disclosures Relating to Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ Employees of the Company is appended in Annexure III forming part of this Report.

In accordance with provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are required to be given in Directors Report. In terms of provisions of Section 136(1) of the Companies Act, 2013 this report is being sent to the members without this annexure. Members interested in obtaining copy of the annexure may write to the Company Secretary and the same will be furnished on request. The said information is available also for inspection at the registered office of the Company during working hours.

25. 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 Companys website at https://www.oriconenterprises.com/pdf/MGT-7%20Form%202025-26.pdf

26. Disclosure of Particulars

The provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption are not applicable as the Company did not have any Manufacturing unit as on March 31,2026 The required information in respect of Foreign Exchange Earnings and Outgo has been given in the Audited Financial Statement for the year ended March 31,2026.

27. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure IV and forms part of this Annual Report.

28. Corporate Governance

Pursuant to Regulation 34 (3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, a Report on Corporate Governance together with a certificate from, Mayuri Thakkar, Practising Company Secretary confirming compliance is annexed hereto as Annexure V-A and Annexure V-B and forms part of this Annual Report.

29. Auditors

a) Statutory Auditors

At the Annual General Meeting held on 28th September, 2022 SGN& Co., Chartered Accountants (FRN No. 134565W) were appointed as Statutory Auditors for second term of 5 years.

The auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

b) Secretarial Auditor and Secretarial Audit Report

The Board had appointed Mayuri Thakkar, Practicing Company Secretaries, (M. No. F12337, COP No. 26189) to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2025-26. The Report of Secretarial Auditor is annexed to this report as Annexure V-C.

Further, as per the requirement of Regulation 24A of SEBI

LODR Regulations, the Secretarial Audit Report for the financial year 2025-26 of the wholly owned subsidiary of the Company namely United Shippers Limited is also attached as Annexure V-D to this Report.

c) Internal Auditors

The Board in its meeting held on May 29, 2026 has appointed M/s. S S Sancheti & Associates as Internal Auditor for the Financial Year 2026-27.

30. Certificate on Non-disqualification of Directors

The Company has obtained certificate from Mayuri Thakkar, Practising Company Secretary regarding non-disqualification of Directors. The certificate is annexed to this report as Annexure V-E.

31. Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meeting, respectively, have been duly followed by the Company.

32. Compliance Certificate in terms of Regulation 17(8) of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015. The certificate is Annexed to this report as

Annexure-V-F.

33. Other Disclosures/Reporting:

Your Directors further state that during the year under review: a) no amount was transferred to General Reserve; b) there was no change in nature of Business;

c) there was no change in the Authorized Share Capital of the Company during the year.

d) the Company has not taken any deposits from Public or Members of the Company;

e) there were no significant / material orders passed by the Regulators or Courts or Tribunals impacting going concern status of your Company and its operations in future;

f) there were no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this Report;

g) there are no qualifications, reservation or adverse remark or disclaimer made by the Statutory Auditors in their Report;

h) there are no qualifications, reservation or adverse remark or disclaimer made by the Secretarial Auditors in their Report;

i) the Company has not issued equity shares with differential rights as to dividend, voting or otherwise and

j) the Company has not issued any sweat equity shares to its employees.

34. Details of Difference between amount of the valuation done at the time of one-time settlement or while taking the loan from the banks or financial institutions:

There were no instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

35. Disclosure regarding corporate insolvency resolution process initiated / pending under the insolvency and bankruptcy code, 2016 (IBC):

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

36. Material Changes and Commitments Affecting the Financial Position of The Company Which Have Occurred Between the End of The Financial Year of The Company to Which the Financial Statements Relate and The Date of The Report

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

37. Personnel

Your Company continued to enjoy cordial relations with its employees at all locations. Your Directors take this opportunity to record their appreciation for the significant outstanding contribution made by the employees at all levels.

38. Acknowledgement

Your Directors express their deep gratitude for the cooperation and support extended to the Company by its Members, Customers, Suppliers, Bankers, Financial Institutions and various Government agencies.

For and on behalf of the Board
Adarsh Somani	Prashant Mantri
Managing Director	Executive Director
(DIN: 00192609)	(DIN: 02160348)
Place: Mumbai
Date: August 12,2026