Orient Beverages Ltd Directors Report

To The Shareholders,

Your Directors have pleasure in presenting the Annual Report and Audited Accounts of your Company for the year ended 31st March, 2025:

FINANCIAL RESULTS: ( in Thousand)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Profi t / (Loss) before Depreciation, Taxation and Exceptional Items	60,308	69,902	64,819	84,047
Less: Depreciation and Amortization Expense	25,193	24,853	25,578	28,345
Less: Exceptional Items	-	52,734	-	52,734
Tax Expenses
- Current Tax	1,916	-	3,026	1,160
- Deferred Tax Expenses/ (Credit)	6,153	1,420	6,082	816
- Tax for Earlier years	-	-	(73)	107
	8,069	1,420	9,035	2,083
Profi t/ (Loss) after Depreciation, Taxation and Exceptional Items	27,046	(9,105)	30,206	885
Other Comprehensive Income (Net of Tax)	911	(71)	911	(71)
Total Comprehensive Income for the year	27,957	(9,176)	31,117	814

DIVIDEND:

Considering the requirements of fund for the expansion plans, your Directors do not recommended any dividend for the financial year 2024-25.

TRANSFER TO RESERVE:

The Directors do not propose to transfer any amount to reserve during the year.

OPERATIONS AND STATE OF COMPANYS AFFAIRS:

There is a good growth in the revenue of the Company as well as Group. The Company has achieved total revenue from operations of 14,22,848 thousand for the year ended 31st March 2025 against 12,56,051 thousand for the year ended 31st March 2024 showing an increase of 13%. There is after tax profi t of 27,046 thousand for the FY 2024-25 against after tax loss of 9,105 thousand for the FY 2023-24. Though in the financial year 2023-24 the Company had suffered huge loss of 52,734 thousand on the sale of an Immovable Property. The cost of raw materials and labour used to increase from time to time but price of fi nal products are determined by our principal i.e. M/s Bisleri International Pvt. Ltd. and the same has remained unchanged. This was the main reason for low profi tability during the year under review.

The consolidated results of the Group shows total revenue from operations of 16,36,585 thousand for the year ended 31st March 2025 as against 14,86,837 thousand for the year ended 31st March 2024 showing an increase of 10%. During the FY 2024-25 the Company has sold its 40% (approx.) stake in one subsidiary namely M/s Satyanarayan Rice Mill Pvt. Ltd. (SRMPL) and as result shareholding of the Company in the said SRMPL has come down from 55% (approx.) to 15% (approx.) and consequently SRMPL is no more a subsidiary of M/s Orient Beverages Ltd. w.e.f. 1st April, 2024. Revenue from operations achieved by SRMPL was also included in the consolidated total revenue for the FY 2023-24. The total Comprehensive Income of the Group for the FY 2024-25 is 31,117 thousand against 814 thousand in the FY 2023-24. However, the overall operational results are encouraging. The Directors are hopeful for a better year ahead and to achieve the desired results in the current year.

SUBSIDIARY COMPANIES:

The Financial Statements for the FY 2024-25 of Sharad Quench Pvt. Ltd.(SQPL), wholly owned subsidiary of the Company has been duly considered in the Consolidated Financial Statements presented in this Annual Report. The Company has sold 276550 nos. of equity shares of its subsidiary Company namely M/s Satyanarayan Rice Mill Pvt. Ltd.(SRMPL), as a result SRMPL is no more subsidiary of the Company with effect from 1st April, 2024. Accordingly Financial Statements for the FY 2024-25 of SRMPL has not been considered in the Consolidated Financial Statements of the Company.

Salient features of the financial statements of said subsidiary Company has been attached along with the Annual Report in the Form AOC-1.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review, as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached with this Report and marked as Annexure - I.

SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on March 31, 2025 was 21,615 thousand divided into 2161500 Equity Shares of 10/- each. There was no change in the share capital of the Company during the year.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31st March, 2025 is available on the website of the Company in the following link https://obl.org.in/pdf/Annual Return 2024-25.pdf.

DIRECTORS:

Sri Narendra Kumar Poddar, Chairman (DIN: 00304291) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Appropriate resolutions for his appointment is being placed for consideration of the members at the ensuing Annual General Meeting.

The present term of Sri Narendra Kumar Poddar as Chairman (being Whole time Director); Sri Akshat Poddar as Managing Director and Sri Ballabha Das Mundhra as Executive Director (being Whole time Director) expired on 31st March, 2025. Your Directors propose their re-appointment for another term as mentioned in the relevant Resolutions with effect from 1st April, 2025 for a period of 5 (fi ve) consecutive years.

None of the Directors is disqualifi ed for appointment/re-appointment under Section 164 of the Companies Act, 2013. During the financial year 2024-25, the constitution of the Board complies with the requirements of the Act, and the SEBI Listing Regulations. There were no change in Key Managerial Personnel of your Company during the financial year 2024-25.

DECLARATION UNDER SECTION 149(7) OF THE COMPANIES ACT, 2013:

The Company has received declarations from Sri Vivek Vardhan Agarwalla (DIN: 00674395) and Sri Ankush Dhelia (DIN: 03641895) that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013.

FORMAL ANNUAL EVALUATION:

The Nomination and Remuneration Committee of the Board has devised criteria for evaluation of the performance of Directors. The Board has evaluated its own performances and that of its Committees and all individual directors i.e. both Independent and Non-Independent. All the Directors of the Company are found to be persons of having knowledge and experience in their respective area and their association with the Company is considered to be benefi cial to the Company.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board of Directors of the Company has adopted a Remuneration Policy in consultation with its Nomination and Remuneration Committee for determining qualifi cations, positive attributes and independence of directors and criteria for directors appointment and remuneration.

The main features of the Policy are as follows:

• The Company while constituting the Board shall draw members from diverse fi elds such as fi nance, law, administration, management, marketing, manufacturing, operations or other disciplines related to the Companys business. There shall be no discrimination on the basis of gender, while determining the Board composition.

• A Director shall be a person of integrity, who possesses relevant expertise and experience. He/she shall uphold ethical standards of integrity and probity and act objectively and constructively. He/she shall exercise his/her responsibilities in a bona-fi de manner in the interest of the Company. Devote suffi cient time and attention to his/her professional obligations for informed and balanced decision making. Assist the Company in implementing the best corporate governance practices.

• The objective of the policy is to have a compensation framework that will reward and retain talent.

• The remuneration will be such as to ensure that the correlation of remuneration to performance is clear and meets appropriate performance benchmarks.

KEY MANAGERIAL PERSONNEL:

Pursuant to Section 203 of the Companies Act, 2013 following offi cials are the Key Managerial Personnel of the Company: i. Sri Narendra Kumar Poddar, Chairman; ii. Sri Akshat Poddar, Managing Director; iii. Sri Ballabha Das Mundhra, Executive Director; iv. Sri Arun Kumar Singhania, Chief Financial Offi cer and v. Sri Jiyut Prasad, Company Secretary.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met 15(fi fteen) times during the year under review. The dates of such meetings were 25th April, 2024; 13th May, 2024; 30th May, 2024; 31st May, 2024; 11th July, 2024; 18th July, 2024; 31st July, 2024; 14th August, 2024; 4th September, 2024; 14th November, 2024; 4th December, 2024; 8th February, 2025; 26th February, 2025; 12th March, 2025 and 28th March, 2025.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013(as amended) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was also held on 27th March, 2025 without the presence of non-independent directors and members of the management, to review the performance of non-independent directors and the Board as a whole, the performance of the Chairman of the Company and also to assess the quality, quantity and timeliness of fl ow of information between the Company management and the Board.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) the Companies Act, 2013, the Directors hereby confi rm and state that: i. In the preparation of annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, ii. They have selected such accounting policies and applied them consistently and made judgement 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 profi t of the Company for that period; iii. They have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. They have prepared the annual accounts on a going concern basis; v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS:

M/s Tiwari & Co., Chartered Accountants (ICAI Firm Regn. No.309112E), were appointed as Statutory Auditors of the Company for a period of 5(fi ve) consecutive years with effect from financial year 2022-23 to 2026-27. The Auditors shall hold offi ce from the conclusion of 61st Annual General Meeting till conclusion of 66th Annual General Meeting of the Company. M/s Tiwari & Co., Chartered Accountants, has confi rmed their willingness and eligibility in terms of the provisions of Section 141 of the Companies Act, 2013; the Chartered Accountants Act, 1949 and the rules or regulations made there under to continue as Statutory Auditors of the Company.

The Ministry of Corporate Affairs (MCA) vide notifi cation dated 7th May, 2018 has done away with the requirement of ratifi cation of appointment of Statutory Auditors at every Annual General Meeting, as per the fi rst proviso of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Amendment Rules, 2018. Accordingly, the Company is not required to pass any resolution pertaining to ratifi cation of the appointment of Statutory Auditors in the ensuing Annual General Meeting.

AUDITORS REPORTS:

The Independent Auditors Reports for the financial year ended 31st March, 2025 does not contain any qualifi cation, reservation or adverse remark.

SECRETARIAL AUDIT:

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Manoj Shaw & Co., Practising Company Secretaries, as Secretarial Auditor for conducting the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Auditors Report for the financial year 2024-25 received from said Auditors, forms part of this Report and marked as Annexure - II. There are no qualifi cations or adverse remarks in their Report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Transfer of Unclaimed Dividend to IEPF:

During the year under review, dividend amounting to 1,56,786 remaining unclaimed by the shareholders for the year ended 31st March, 2017, was transferred to the credit of IEPF as required under Sections 124 and 125 of the Act.

Unclaimed dividend as on 31st March, 2025:

As on 31st March, 2025, dividend amounting to 4,23,967 has not been claimed by shareholders of the Company. Shareholders are required to lodge their claims with the Registrars and Share Transfer Agents of the Company i.e. Niche Technologies Pvt. Ltd. for unclaimed dividend. Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended), the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company, on the website of the Company i.e. www.obl.org.in. The same are also available with the Ministry of Corporate Affairs.

Transfer of Equity Shares:

As required under Section 124 of the Act, 8149 Equity Shares, in respect of which dividend has not been claimed by the members for 7(seven) consecutive years or more, have been transferred by the Company to the IEPF Authority during the financial year 2024-25. Details of such shares transferred have been uploaded on the website of the Company, i.e. www.obl.org.in. The same are also available with the Ministry of Corporate Affairs.

Nodal Officer:

The Company has appointed Sri Jiyut Prasad, Company Secretary as the Nodal Offi cer for the purpose of verifi cation of claims fi led with the Company in terms of IEPF Rules and for co-ordination with the IEPF Authority. The said details are also available on the website of the Company i.e. www.obl.org.in.

COST AUDIT:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost records and audit) Rules, 2014, Cost Audit is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans given, investment made or guarantee given or securities provided, if any, by the Company have been disclosed in the Notes to the Standalone and/or Consolidated Financial Statements for the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the transactions with related parties entered during the year under review were in the ordinary course of business and on the arms length basis and the same has been duly approved by the Audit Committee. However, there was no material contract or arrangement or transaction other than arms length basis entered with a related party during the year under review. Hence, disclosure in Form AOC- 2 is not required.

INFORMATION PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014: (A) Conservation of energy: i. Steps taken or impact on conservation of energy:

• A new Auto Pet Stretch Blow Moulding Machine added to Blowing Plant for better effi ciency and less consumption of time and optimum conservation of energy.

• The Plant is fully embellished with LED lights to lower the electricity cost and reduction of CO2 emissions in our environment. It also increased the lifespan of lights. ii. The steps taken by the Company for utilising alternate sources of energy:

• The company is utilizing utmost natural light during day time by using transparent roof sheet in storage and blowing area. iii. The capital investment on energy conservation equipment:

• A sum of 8,390 thousand was spent towards installation of new Blowing Machine and 75 HP 3 stage High Pressure Oil Free Reciprocating Air Compressor to enhance the output with consumption of less energy.

(B) Technology Absorption: i. The efforts made towards technology absorption:

• Technology absorption is a continuous process. The Company keeps track of new machines and upgrade its plant and machinery with the latest available technology. ii. The benefi ts derived like product improvement, cost reduction, product development or import substitution:

• Improved productivity and consequent reduction in the cost of production. iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

Details of technology imported	Year of import	Whether the technology been fully absorbed	If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
		Not Applicable

iv. The expenditure incurred on research and development:

• Being Franchisee of M/s Bisleri International Private Limited, the Company is adopting technological guidelines provided by its Principal from time to time and thus research and development of technology is automatically taken care of. Hence there is no expenditure incurred on research and development during the year.

(C) Foreign exchange earnings and outgo:

Your Company did not have any foreign exchange earnings during the year under review. The foreign exchange outgo was 6,566 thousand on account of travelling and other expenses.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board has developed and implemented a risk management policy of the Company identifying therein the elements of risk and concern that may threaten the existence of the Company which entail the recording, monitoring and controlling of Companys risks and addressing them comprehensively and empirically.

The Risk Management system aims to: i. Address our Companys strategies, operations and compliances and provide a unifi ed and comprehensive perspective; ii. Establish the risk appetite; iii. Be simplistic and intuitive to facilitate a speedy and appropriate identifi cation of potential and actual risks and its communication; iv. Seek escalation of the identifi ed risk events to the appropriate persons to enable a timely and satisfactory risk response; v. Reduce surprises and losses, foresee opportunities and improve deployment of resources; and vi. Develop a mechanism to manage risks.

CORPORATE SOCIAL RESPONSIBILTY:

Provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company. Hence, disclosure as per Annexure given in the Companies (Corporate Social Responsibility Policy) Rules, 2014 has not been made here.

LISTING OF SHARES AND LISTING FEE:

The equity shares of the Company are listed on The Calcutta Stock Exchange Ltd. and BSE Limited. The listing fee for the year 2025-26 has already been paid to the both Stock Exchanges.

CORPORATE GOVERNANCE REPORT:

The provisions of Regulation 15(2) read with Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. Hence, report on Corporate Governance for the financial year 2024-25 is not attached herewith.

DEPOSITS:

The Company has not accepted any deposits from the public under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of deposit) Rules, 2014.

AUDIT COMMITTEE:

The present composition of the Audit Committee of the Company is as under:

Sl. No. Name of the Director	Category of the Director	Designation
i. Sri Vivek Vardhan Agarwalla	Independent Director	Chairman
ii. Sri Ankush Dhelia	Independent Director	Member
iii. Sri Ballabha Das Mundhra	Executive Director	Member

The Company Secretary acts as Secretary of the Committee. There is no such recommendation of the Audit Committee which has not been accepted by the Board, during the year under review.

ESTABLISHMENT OF VIGIL MECHANISM:

The Company has established a vigil mechanism/ whistle blower policy. The policy allows intimation by any director or employee or any other stakeholder to the designated offi cer in good faith of misconduct or unethical or improper activity through a written communication. Audit Committee oversees the vigil mechanism for disposal of the complaint. Direct access to the chairman of the Audit Committee is also allowed in exceptional cases. The vigil mechanism/ whistle blower policy is available on Companys website www.obl.org.in.

ANTI-SEXUAL HARASSMENT POLICY:

The Company is committed to provide safe and peaceful work environment to all its employees. The Company has formulated a policy on prevention of sexual harassment at workplace pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which provides for a proper mechanism for redressal of complaints of sexual harassment. The Company has not received any complaint during the year.

PARTICULARS OF EMPLOYEES:

Particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached herewith and marked as Annexure-III.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has adopted guidelines for ensuring orderly and effi cient Internal Financial Controls as required under the provisions of the Companies Act, 2013. The Audit Committee after considering the views of Statutory Auditors and Internal Auditors has found that such Internal Financial Controls, commensurate with the size and operations of the Company, are adequate and operating effi ciently. The Audit Committee, in consultation with the Internal Auditors, formulates the scope, function and methodology for conducting the internal audit. The Internal Financial Controls system is satisfactory as per evaluation of the Audit Committee.

DISCLOSURES:

Following disclosures are made under the Companies (Accounts) Rules, 2014: (i) The financial summary or highlights are discussed at the beginning of this report; (ii) There is no change in the nature of business;

(iii) There is no signifi cant and material order was passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

APPRECIATION:

Your Directors wish to express their grateful appreciation for the co-operation and support received from customers, vendors, shareholders, financial institutions, banks, regulatory authorities and the society at large. Deep appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Companys consistent growth would not have been possible, despite the challenging environment.

	For and behalf of the Board
	N. K. Poddar
	Chairman
Kolkata, 30th May, 2025	(DIN : 00304291)