Orient Bell Ltd Directors Report

Dear Members,

Your Directors take pleasure in presenting the Forty Ninth (49 th ) Annual Report and the audited accounts for the financial year ended March 31 2026.

FINANCIAL RESULTS

(Rs in crores)

Particulars	Standalone		Consolidated
	Year Ended March 31, 2026	Year ended March 31, 2025*	Year ended March 31, 2026	Year ended March 31, 2025*
Net Sales (adjusted for taxes)	678.8	656.9	687.0	666.6
Profit before finance cost, depreciation and taxation	42.2	30.7	42.5	30.8
Finance Cost	3.6	4.8	3.6	4.8
Depreciation	22.3	22.5	22.3	22.5
Profit before exceptional Item	16.3	3.4	16.6	3.5
Exceptional Item	1.3	-	1.3	-
Profit after exceptional Item before tax	15.0	3.4	15.3	3.5
Share of profit/(loss) of Associates	-	-	1.1	0.3
Operating Profit before taxation	15.0	3.4	16.4	3.8
Tax expense	3.9	0.9	4.0	0.9
Profit after tax	11.1	2.5	12.4	2.9
Other Comprehensive Income (Net of Taxes)	(0.3)	0.3	(0.3)	0.3
PAT with Other Comprehensive Income	10.8	2.8	12.1	3.1
Basic Earnings per share (C)	7.60	1.70	8.46	1.95

OPERATIONAL PERFORMANCE

FY2025-26 was a year of recovery and disciplined execution for your Company, with a strong emphasis on strengthening market positioning, improving profitability and building long-term resilience. The year began in a subdued operating environment, with muted domestic demand, slower real estate activity and continued pricing pressures arising from excess industry capacity. While export markets provided some support during the latter part of the year, global uncertainties continued to keep international demand conditions volatile.

Against this backdrop, your Company remained focused on controllable levers within the business and undertook a series of strategic and operational initiatives aimed at enhancing efficiencies, improving product mix and strengthening customer engagement. These focused efforts enabled the

Company to steadily improve its performance quarter on quarter, despite the challenging external environment.

The Company witnessed a recovery in volumes during the second half of the year as demand conditions improved and projects progressed towards the finishing stage. Growth during FY26 remained largely volume-led, while pricing across the industry continued to remain competitive. However, through sustained efforts on cost optimisation, operational efficiencies and tighter execution, your Company achieved an improvement in profitability, with operating margins expanding at a significantly faster pace than revenue growth.

For FY2025-26, your Company reported Net Sales (adjusted for taxes) of C 687.0 crore as compared to C 666.6 crore in FY2024- 25, representing a year-on-year growth of 3.1%. EBITDA margins

improved to 6.2 % in FY26 as against 4.6 % in FY25, reflecting the benefits of improved operational performance and a better product mix.

Your company believes in potential of AI and has leveraged it to launch Instalook making it easier for Channel partners to showcase our tiles to their customers. This AI-powered solution not only impacted end customers but also won external recognition, from Adtech 2026, as the Immersive retail experience and at Elets AI summit as the AI-powered customer solution of the year.

The Company continued to invest in digital and AI initiatives even in creating content, channel partner and sales force empowerment platforms, which have made them more independent and improved customer experience. These capabilities will increasingly become a key differentiator in the marketplace.

Investments in brand building and marketing continued during the year, with the Company maintaining a consistent presence across television and digital platforms. Your Company was present on Television every day of the year. This sustained presence is being noticed by both B2B customers and B2C consumers alike.

During the year under review, your Company was awarded the patent for Scratch-Free Forever tiles. Your Company now owns three patents, including ones for Anti-Microbial and AntiViral Ceramic tile and Anti-static Tile. Your company is not only committed to innovation, but also to defending the intellectual property rights created.

The Company maintains its strategic focus on premiumization. Your Company launched 526 new SKUs in GVT and 247 SKUs in Ceramics in FY26, helping to upgrade customers to premium solutions. The share of vitrified tiles further improved during the year, with the segment contributing approximately 60% of total sales, while GVT salience increased to 42%. This shift towards higher value-added products has supported both margin expansion and stronger brand positioning in the market.

Your Company remained committed to strengthening its retail-led growth strategy. Contribution from Orient Bell Tile Boutiques (OBTBs) remained robust during the year, accounting for approximately 40% of total sales. The focus during FY26 was on improving the quality, size and productivity of existing showrooms, along with selective expansion in key markets. The Company also deepened its presence in the Western region, while maintaining strong performance in its core markets of North and East India. The South market delivered mixed performance, with certain states showing encouraging traction.

One of the key contributors to improved profitability during the year was the Companys continued focus on cost efficiency and operational excellence. Through targeted initiatives in process optimisation, energy management, the Company achieved a reduction in production costs on a like-for-like basis by 3.2% over last year. While part of these benefits was passed on to the market in order to remain competitive and protect volumes, the Company retained a portion of the gains, resulting in improved operating leverage and margin expansion.

Towards the end ofFY 26, the industry also witnessed heightened volatility in natural gas prices, due to geopolitical tensions and supply disruptions in West Asia. This significantly impacted several unorganised players and smaller manufacturers who lacked sourcing flexibility and cost absorption capabilities. In contrast, your Companys stronger sourcing arrangements and long term Gas contracts enabled it to manage these disruptions more effectively. The Company was able to ensure continuity of supply, mitigate cost volatility to a considerable extent and strengthen its competitive position during this period, leading to incremental market share gains.

There has been a growing demand from our customers for tile adhesives. The Company has piloted it during this year. After these pilot launch, tile adhesives are being rolled out across markets and is expected to scale up gradually.

From a financial standpoint, your Company continued to maintain a strong and healthy balance sheet throughout FY26 with disciplined capital allocation and healthy cash generation that enabled the Company to remain net debt-free, thereby providing adequate financial flexibility to support future growth opportunities. Prudent working capital management helped improve the cash conversion cycle to 20 days in FY25- 26, compared with 26 days in FY24-25. The Companys stable financial profile continued to be reflected in its credit ratings. In April 2026, CRISIL highlighted the Companys healthy liquidity position, sufficient to comfortably meet its debt obligations and fixed costs over the medium term.

FY26 reflects your Companys consistent and disciplined approach towards execution, with sustained focus on operational excellence, premiumisation, innovation, brand strengthening and channel expansion. These initiatives have started compounding meaningfully over time and have reinforced the Companys ability to deliver resilient performance across industry cycles. With adequate installed capacity already in place and no major capital expenditure planned towards capacity expansion, your Company remains well positioned to benefit from an improvement in industry demand and deliver sustainable and profitable growth in the years ahead.

DIVIDEND

Your Directors have recommended a dividend of H1/-(Rupee one only) per equity share for the financial year ended March 31, 2026. The total outgo of dividend would amount to H1.47 crores as against H0.73 Crores in the previous year. The dividend payout is subject to the approval of members at the ensuing Annual General Meeting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements forming part of this Annual Report.

PUBLIC DEPOSITS AND LOANS / ADVANCES

Your Company has neither invited nor accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to Reserves.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions and material modifications, if any those 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 and the SEBI Regulations. There were no transactions during the year which would require to be reported in Form AOC-2. The Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions is uploaded on the Companys website i.e. https://www.orientbell.com under the head Investor Relations.

Prior omnibus approvals of the Audit Committee and Board were obtained for the transactions which are repetitive in nature. A statement of Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Directors seeks omnibus approval of shareholders in respect of Related Party Transactions to be entered with its associate companies viz., M/s. Proton Granito Private Limited and M/s. Corial Ceramic Private Limited till the Annual General Meeting to be held in the year 2027 through a resolution at the ensuing AGM which forms part of notice calling 49 th Annual General Meeting. The necessary disclosures in term of

SEBI circulars dated 26 th June 2025 and 13 th October 2025 are detailed in the explanatory statement to the resolution.

Detail of the transactions with Related Parties including the transaction(s) of the Company with a Company belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required pursuant to para-A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is disclosed separately in the Financial Statements of the Company.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year ended 31 st March, 2026.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 152 of the Companies Act, 2013, Ms. Bindiya Shyam Agrawal, being longest in office, shall retire at the forthcoming Annual General Meeting (AGM) and being eligible, has offered herself for re-appointment.

The present term of Ms. Bindiya Shyam Agrawal as NonExecutive Non-Independent Director shall be expiring on 27 th October 2026. The Nomination and Remuneration Committee and the Board of Directors in their meetings held on 18 th May, 2026 & 19 th May, 2026 respectively approved the reappointment and remuneration of Ms. Bindiya Shyam Agrawal as Non-Executive Non-Independent Director of the Company for a further period of one year from 28 th October 2026 to 27 th October 2027 and recommended the same to the shareholders for their approval at the ensuing 49 th Annual General Meeting. The Company has received necessary consent and notice u/s 160 of the Companies Act, 2013 signifying her candidature for directorship, from Ms. Bindiya Shyam Agrawal. In this regard, a special resolution forming part of the notice calling 49 th Annual General Meeting has been proposed to be passed by the shareholders.

The present term of appointment of Mr. Mahendra K. Daga shall be expiring on 31 st March 2027 as Chairman & Whole Time Director of the Company. The Nomination and Remuneration Committee and the Board of Directors have, in their respective meetings held on 27 th May, 2026 & 24 th June, 2026 approved the re-appointment and remuneration of Mr. Mahendra K. Daga as Chairman & Whole Time Director of the Company for a further period of three years from 01 st April 2027 to 31 st March 2030 and recommended the same to the shareholders for their approval at the ensuing 49 th Annual General Meeting. The Company has received notice u/s 160 of the Companies Act, 2013 from a shareholder proposing the candidature of Mr. Mahendra K. Daga for directorship. In this regard, a special resolution

forming part of the notice calling 49 th Annual General Meeting has been proposed to be passed by the shareholders.

The first term of five years of Mr. K.M. Pai as an Independent Director shall be expiring on 31 st March 2027. Mr. K.M. Pai has submitted his consent and notice u/s 160 of the Companies Act, 2013 signifying his candidature for independent directorship for a further term of five years from 01 st April 2027 to 31 st March 2032. The Nomination & Remuneration Committee and the Board of Directors have, in their respective meetings held on 18 th May, 2026 and 19 th May, 2026 approved the re-appointment of Mr. K.M. Pai as an Independent Director for the second term of 5 years from 01 st April, 2027 to 31 st March, 2032 and recommended the same to the shareholders for their approval at the ensuing 49 th Annual General Meeting. In this regard, a special resolution forming part of the notice calling 49 th AGM has been proposed to be passed at the AGM.

The Nomination & Remuneration Committee and the Board of Directors in their respective meetings held on 18 th May, 2026 and 19 th May, 2026, approved the appointment of Mr. Sreeji Kamala Gopinathan (DIN: 10937803) as an Additional Director in the category of Non Executive-Independent Director of the Company to hold office from 19 th May, 2026 till the ensuing Annual General Meeting. In the same meeting, the Nomination & Remuneration Committee and the Board of Directors have, subject to the approval of shareholders at the ensuing Annual General Meeting, also approved the appointment of Mr. Sreeji Kamala Gopinathan as a Non Executive-Independent Director for a consecutive period of 3 years from 19 th May, 2026 to 18 th May, 2029 and recommended the same to the shareholders for their approval at the ensuing AGM. The Company has received necessary consent and notice u/s 160 of the Companies Act, 2013 signifying the candidature for directorship, from Mr. Sreeji Kamala Gopinathan. In this regard, a special resolution forming part of the notice calling 49 th AGM has been proposed to be passed by the shareholders.

Mr. Himanshu Jindal, Chief Financial Officer of the Company had tendered his resignation vide letter dated 14 th May 2025 and was relieved from his duties with effect from 31 st May 2025.

During the year, Mr. Anuj Arora was appointed as the Chief Financial Officer of the Company with effect from 5 th August 2025.

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

STATEMENT REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS

In the opinion of the Board, the Independent Directors possess Excellent rating in respect of clear sense of value and integrity and have requisite expertise and experience in their respective fields.

All the Independent Directors of the Company are registered with the Independent Directors Databank and fulfils the prescribed criteria for appointment as Independent Directors of the Company.

MEETINGS OF THE BOARD

The Board met seven times during FY 2025-26, the details of which are provided in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors of the Company met once on 02 nd March 2026. For further details, please refer Report on Corporate Governance attached to this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, make the following statement:

(a) that in the preparation of 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, if any;

(b) 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 your Company as at March 31,2026 and of the profit of your Company for the year ended on that date;

(c) that proper and sufficient care has been taken 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;

(d) that the accounts for the financial year ended March 31, 2026 have been prepared on a going concern basis;

(e) that internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;

(f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

BOARD COMMITTEES

The detail of composition, terms of reference and meetings held of the Board Committees viz., Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship and Grievance Committee, Finance & Borrowing Committee, Compensation Committee and Corporate Social Responsibility Committee, is provided in the Corporate Governance Report which forms part of this Annual Report and appearing at a separate section of Annual Report.

INVESTOR EDUCATION & PROTECTION FUND

Pursuant to Section 124(6) of the Companies Act, 2013 during the period under review, the Company has transferred 8,865 equity shares of H10/- each to Investor Education & Protection Fund in respect of which the dividends remained unpaid/ unclaimed since financial year 2017-18.

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, your Company has transferred entire amount of unpaid unclaimed dividend up to FY 2017-18 to Investor Education and Protection Fund (IEPF) which was due to be transferred to the said authority The unpaid dividend for FY 2018-19 will become due for transfer to IEPF authority on 28 th August 2026 .

NOMINATION AND REMUNERATION POLICY

The Policy of the Company for Nomination and remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel of the Company viz., Nomination and Remuneration Policy specify the criteria for determining qualifications, positive attributes, independence of Director and other matters provided under sub section (3) of section 178 of the Companies Act, 2013. The said policy is in place and is available on the website of the Company at https://www.orientbell.com under the head Investor Relations.

The broad parameters covered under the Policy are - Policy Objective, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Wholetime Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

RISK MANAGEMENT POLICY

Pursuant to the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formed a Risk Management Policy. This policy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The policy defines the risk management approach across the enterprise at various levels including documentation and reporting. The Board of Directors reviews the risks appurtenant to the Company periodically and a statement of risks is mentioned under the head Management Discussion and Analysis Report which forms part of this Annual Report.

The Risk Management Policy as approved by the Board is uploaded on the Companys website https://www.orientbell. com under the head Investor Relations.

VIGIL MECHANISM CUM WHISTLE BLOWER POLICY

The Company has in place Vigil Mechanism cum Whistle Blower Policy as per the provisions of Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 177(9) of the Companies Act, 2013. The Policy deals with the instances of unethical behaviour-actual or suspected, fraud or violation of the Companys Code of Conduct. It provides for a mechanism for safeguarding a Whistle Blower against the victimization of Director(s)/ Employees and allows to approach the Chairman of the Audit Committee of the Company with the protected disclosure. The Whistle Blower may also approach the CEO of the Company for speedy enquiry. The Vigil Mechanism cum Whistle Blower Policy of the Company is available on the Companys website https://www.orientbell.com under the head Investor Relations.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee of the Company comprises of Mr. Madhur Daga (Chairman), Mr. Sameer Kamboj, Mr. K.M Pai, Mr. Thambiah Elango and Ms. Bindiya Shyam Agrawal (Members). The Corporate Social Responsibility Policy (CSR Policy) formulated by the Board is already in place and clearly state the scope and the CSR activities to be undertaken by the Company, process and provision of budget allocation, CSR activities implementation mechanism and provisions related to reporting. The CSR Policy of the Company can be accessed on the Companys website at https://www.orientbell. com under the head Investor Relations.

The Company undertakes initiatives in compliance with Schedule VII to the Act and guidelines, circulars issued by the Government from time to time as per applicability of law.

During the year under review, the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder with regard to spending on CSR activities were not applicable. The Company has however continued the practice and expended a sum of H1.92 Lakhs on CSR activities though it was not obligatory.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is appended as Annexure 1 to the Boards Report .

EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. The evaluation was based on the feedback covering various aspects such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise of performance evaluation was carried also out by the Nomination and Remuneration Committee to evaluate the performance of individual Directors. The Independent Directors in their separate meeting carried out performance evaluation of the Non-Independent Directors, the Board as a whole and the Chairman of the Company in terms of the provisions of Companies Act, 2013. The Directors express their satisfaction with the evaluation process.

EMPLOYEE STOCK OPTION SCHEMES

During the year under review, the ESOP Scheme 2018 got discontinued as all the 2,00,000 options granted from time to time have been exercised. The ESOP Scheme 2021 is continuing. The Scheme is administered under the supervision of Compensation Committee. Promoter-Director, any person belonging to Promoter group, Independent Directors, Directors directly or indirectly holding 10% or above of the equity share capital of the Company are not eligible for the grant of options/ issue of shares. A certificate from the secretarial auditors of the company certifying that the ESOP Scheme, 2018 and ESOP Scheme, 2021 have been implemented in accordance with The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and also in

accordance with the Resolutions passed by the shareholders, shall be placed at the forthcoming AGM of the Company.

There has been no change in the Schemes except as stated above, during the year under review.

The information required to be disclosed in terms of the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Companies Act, 2013 is appended as Annexure 2 to the Boards Report and is available on the website of the Company at https://www.orientbell.com under the head Investor Relations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of this report, has been given under separate section in this Annual Report.

CORPORATE GOVERNANCE

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company i.e. Corporate Governance Report, together with a certificate for compliance of the provisions of Corporate Governance from the Statutory Auditors forms an integral part of this Report.

ANNUAL RETURN

As per the provisions of section 134 (3) (a) the Annual Return of the Company is disclosed on the website of the Company https://www.orientbell.com under the head Investor Relations.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company has one wholly owned subsidiary, M/s. Cestrum Enterprises Private Limited (CEPL) and two associate companies namely M/s. Proton Granito Private Limited and M/s. Corial Ceramic Private Limited. In accordance with Regulation 16 of the Listing Regulations, CEPL is not a material non-listed subsidiary. The Company has no joint ventures.

The Board of Directors has reviewed the affairs of subsidiary & associates companies. A statement containing salient features of the financial statements of said subsidiary & associate companies is appended in the prescribed format AOC-1 as Annexure-3 to the Boards Report . The statement provides details of the performance and financial position of each of the Subsidiary and Associate Company.

The Company has formulated a policy for determining material subsidiaries which can be accessed at https://www.orientbell. com . During the year under review, the company has entered into transactions pertaining to the sale/purchase of tiles as

per requirement with the subsidiary and associate companies. No new Company has become or ceased to be the subsidiary, associate and Joint Venture during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of Section 136 of the Companies Act, 2013 and Indian Accounting Standards (Ind AS) as specified in Section 133 of the Act and Regulation 34 of the Listing Regulations, your Directors have pleasure in attaching the consolidated financial statements of the Company which form a part of the Annual Report. Financial Statements including consolidated financial statements and the audited accounts of the subsidiary are available on the website of the Company at https://www.orientbell.com. These documents will also be available for inspection by the Members during business hours at the Registered Office of the Company up to the date of the Annual General Meeting.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The particulars of employees required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended and annexed as Annexure-4 to the Boards Report . In accordance with the provisions of Section 136 of the Act, the Boards Report and the financial statements for the financial year ended 31 st March 2026 are being sent to the members and others entitled thereto, excluding the details to be furnished under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, the information required under aforesaid Rule 5(2) is available for inspection by the members at the Registered Office of the Company during business hours on all working days up to the date of the ensuing Annual General Meeting. If any member desires to have a copy of the same, he may write to the Company Secretary in this regard.

DETAILS OF APPLICATION MADE /PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application during FY 2025-26 and no proceeding is pending under Insolvency & Bankruptcy Code, 2016.

AUDITORS AND THEIR REPORT STATUTORY AUDITORS

M/s S.R. Dinodia & Co., LLP, Chartered Accountants (FRN: 001478N/N500005) were appointed as Statutory Auditors of the Company at the 45 th AGM held on 21 st July 2022 to hold office from the conclusion of 45 th Annual General Meeting till

the conclusion of the 50 th Annual General Meeting to be held in the year 2027.

The Auditors Report read with notes to the accounts referred to in the Auditor Report are self- explanatory and therefore do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. There is no offence or fraud reported by the Statutory Auditors under section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has appointed M/s Ashu Gupta & Co., Company Secretaries (FCS - 4123; CP - 6646) as a Secretarial Auditors of the Company at the 48 th AGM held on 5 th August,2025 for a period of 5 years from F.Y 2025-26 to F.Y 2029-30.

M/s Ashu Gupta & Co. has completed the Secretarial Audit of the Company for FY 2025-26. The Report of the Secretarial Audit is appended as Annexure 5 to the Boards Report and does not contain any qualification, reservation, adverse remark or disclaimer.

COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI

The Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) have been duly complied with by the Company.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has well in place the Internal Financial Control Framework which is independently evaluated from time to time by in-house audit function for necessary improvement, wherever required. The Statutory auditors also review the internal financial controls and issue report under section 143 of the Companies Act, 2013 which forms part of their Report. The detail in respect of adequacy of internal financial controls with reference to the financial statements is also mentioned under the head Management Discussion and Analysis Report which forms part of this Annual Report.

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

There is no material change and/or commitment held between the end of the financial year and the date of report affecting the financial position of the Company.

GENERAL

(i) The Company has complied with the provisions relating to the constitution of Internal Complaints Committee and is also having a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013.

a. number of complaints pending at the beginning of the financial year - Nil

b. number of complaints filed during the financial year - Nil

c. number of complaints disposed of during the financial year - Nil

d. number of complaints pending at the end of the financial year - Nil

(ii) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

(iii) The Company is not required to maintain the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

(iv) No one-time settlement/valuation was done while taking loan from the Bank or Financial Institution.

ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to convey its profound gratitude to all stakeholders, including customers, bankers, suppliers, channel partners, and contractors, for their unwavering support and cooperation. The Directors also wish to formally acknowledge and appreciate the dedication and continued contributions of the employees. The Board remains deeply thankful to the shareholders for their enduring confidence, faith, and trust in the Company.

	For and on behalf of Board of Directors of Orient Bell Limited
	Madhur Daga	Sameer Kamboj
Place: New Delhi	Managing Director	Director
Date: 24 th June, 2026	DIN: 00062149	DIN: 01033071