Orosil Smiths India Ltd Directors Report

Dear Members

Your Directors have pleasure in presenting the 32^nd Annual Report together with the Audited Standalone Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL SUMMARY/ HIGHLIGHTS

Your Companys financial performance for the financial year ended March 31, 2026 is summarized below:

(Rs. in Lakhs)

Particulars	Financial year ended March 31, 2026	Financial year ended March 31, 2025
Revenue from Operations	264.78	280.73
Other Income	2713.96	1.80
Total Income	2978.74	282.53
Total expenditure excluding Depreciation	276.74	292.89
Add: Depreciation	13.36	13.41
Total Expenditure	290.10	306.30
Profit/ (Loss) Before Tax & Exceptional Item	2688.64	(23.77)
Exceptional Item	-	-
Profit/ (Loss) Before Tax	2688.64	(23.77)
Tax Expenses	396.68	(84.85)
Profit / (Loss) after Tax	2291.97	61.07
Other Comprehensive Income	17.21	(0.37)
Total Comprehensive Income	2309.18	60.70

2. FINANCIAL PERFORMANCE/OPERATIONAL REVIEW

The revenue from operations and other income for financial year under review are Rs. 2978.74 Lakh as against Rs. 282.53 Lakh for the previous financial year, registering an increase of 90.52% in the current year. The net profit is Rs. 2291.97 Lakh for the financial year under review as against profit of 61.07 Lakh for the previous financial year.

In accordance with the provisions of Section 136 of the Companies Act, 2013 (the "Act"), the Annual Report of the Company, containing its Standalone Financial Statements will be made available on the website of the Company at the web link: Annual Report

Further, a detailed analysis of the Companys performance is included in the Management Discussion & Analysis Report, which forms part of this Annual Report.

3. STATE OF THE COMPANYS AFFAIRS

Orosil Smiths India Limited is a public listed company incorporated on June 01, 1994, primarily engaged in the business of manufacturing, fabrication, sale, purchase, trading/dealing in all kinds of Gold, Silver, Silver Ornaments/Utensils and all other items of Gold, Silver and allied business.

Due to growth of trade in jewellery in the online medium, the Company is offering sale of Jewellery on its own website, namely: https://orosil.com. The Company is offering silver jewellery under "Kuhjohl" brand and gold jewellery under "Sincere" brand.

The Company altered its Memorandum of Association in the annual general meeting held on September 30, 2019, to expand its operations in the textile sector, however, the operations under the said sector has not been started yet. The management is still looking for the potential opportunity to grow in this sector. The Company has also registered its Trademark "mingALL" under class 25 for trading of Apparels, Footwear and Headgear.

Your Directors expect that there will be further improvement in overall performance in the coming years and looking for expansion of business in the sector of manufacturing and trading of all kinds of fashionable garments.

The Directors are making efforts to enhance the business activities and can only hope to regain the business activities in future when situation becomes stable. We expect business loss to reduce in the upcoming years as situation improves in the economy and the management is closely analyzing the situation.

4. DIVIDEND AND TRANSFER TO RESERVE

The details of transfer to reserves have been given in detail in the notes to accounts for the financial year under review.

The Board of Directors have not recommended any dividend for the financial year ended March 31, 2026.

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules,

2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the

Company to the IEPF, which remain unpaid or unclaimed for a period of seven years, from the date of transfer to Unpaid Dividend Account.

Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven consecutive years or more shall be transferred to the demat account of the Investor Education and Protection Fund Authority ("IEPF Authority").

During the year under review, no amount of the unclaimed/unpaid dividend and any such share in the Company, was due to be transferred to the IEPF Authority, as Company has not declared any dividend for years.

6. INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company, for the financial year ended March 31, 2026, are prepared in accordance with Indian Accounting Standards (Ind-AS), as notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

7. DEPOSITS

During the Financial Year 2025-26, your Company has not accepted/received any Deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further, there was no outstanding public deposits and unclaimed deposits as at March 31, 2026.

However, the Company has accepted the amount from its Directors at NIL rate of interest, subject to the receipt of declaration that amount given is owned by them and is not borrowed amount. The details of the same is also given in Financials.

8. SHARE CAPITAL

As on March 31, 2026, the Authorized Share Capital of your Company is 8,10,00,000 (Rupees Eight Crore Ten Lakh only), divided into 7,01,16,000 equity shares of 1 each and 10,88,400 preference shares of 10 each.

The Issued, Subscribed and Paid-up Share Capital as on March 31, 2026 is 5,22,00,000 (Rupees Five Crore Twenty-Two Lakh only) comprising 4,13,16,000 (Four Crore Thirteen Lakh Sixteen Thousand only) Equity Shares of face value of 1/- each and 10,88,400 Optionally Convertible Cumulative Preference Shares of 10 each.

Rate of Shares Traded

52 Week High adjusted & unadjusted (As on 31.03.2026) Rs. 5.18 52 Week Low adjusted & unadjusted (As on 31.03.2026) Rs. 3.72

9. CORPORATE GOVERNANCE

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company has complied with all the mandatory provisions of Corporate Governance of SEBI (LODR) Regulations, 2015 during the FY 2025-26. Your Company is committed to maintain the highest possible standards of Corporate Governance.

A separate Report on Corporate Governance is enclosed as part of this Report as

Annexure-‘A and forms an Integral Part of this Report.

10. STOCK EXCHANGES WHERE THE SECURITIES ARE LISTED

The Bombay Stock Exchange (‘BSE)

11. COMPLIANCE OF GUIDELINES OF SEBI/ STOCK EXCHANGE

The Company has duly complied with all the applicable guidelines issued by SEBI/ Stock Exchange during the FY 2025-26.

12. STATEMENT OF DEVIATION OR VARIATION

Not Applicable

13. INDUSTRIAL RELATIONS

Industrial relations continued to be cordial during the FY 2025-26.

14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, The Business Responsibility and Sustainability Report is mandatory for top 1000 listed entities based on market capitalization. Since, your Company does not fall under this criterial, disclosure regarding Business Responsibility and Sustainability Report is not provided.

15. CREDIT RATING

The details regarding the credit rating have been provided in the Corporate Governance Report.

16. HOLDINGS, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holdings, Subsidiary, Joint venture or Associate Company. There were no companies which have become or ceased to be its holdings, subsidiaries, joint ventures or associate companies during the year under review.

17. CERTIFICATIONS, QUALITY STANDARDS AND TRADEMARK

As per the quality control order called as the Hallmarking of Gold Jewellery and Gold Artefacts Order, 2020, as amended, for mandatory hallmarking of gold jewellery/artefacts, issued by the Ministry of Consumer Affairs, Food and Public Distribution on January 15, 2020, every jeweller who wants to sell hallmarked jewellery with effect from June 16, 2021, has to obtain a registration from the Bureau of Indian Standards (BIS).

Accordingly, the Company also registered its hallmark named as "ORO" under the BIS and is eligible to sell the hallmarked jewellery under the same hallmark.

During the Financial Year 2021-22, the Company has registered its Trademark "mingALL" under Class 25 as a brand name for trading of Apparels, Footwear and Headgear.

18. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of your Company.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The details regarding the directors and key managerial personnel have been provided in the Corporate Governance Report.

During the year under review, Appointments, Re-appointments and Resignations were as follows:

1. Mr. Vinit Agarwal ceased to be an Independent Director of the Company with effect from April 29, 2025 due to successful completion of his tenure.

2. Mr. Deepankar Jain was appointed as an Additional Independent Director at the Board Meeting held on July 25, 2025 and regularized as an Independent Director at the 31^st AGM held on September 30, 2025.

3. Ms. Arunima Sahu was regularized as an Independent Director at the 31^st AGM held on September, 2025.

4. Mr. B.K. Narula was re-appointed as Chairman vum Managing Director of the Company at the 31^st AGM of the Company held on September 30, 2025. His re-appointed has been effective from April, 01, 2026.

5. Mrs. Rita Narula was re-appointed as Whole-time Director of the Company at the 31^st AGM of the Company held on September 30, 2025. Her re-appointed has been effective from April, 01, 2026.

6. Pursuant to Section 152(6) of the Companies Act, 2013, Mrs. Rita Narula, Director of the Company was liable to retire by rotation and being eligible offered herself for reappointment and was re-appointed by the Members of the Company at the 31^st Annual General Meeting of the Company held on September 30, 2025.

Also, in accordance with the provisions of the Act, Mr. Karan Suri, is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Also, approval of members is being sought for appointment of Mr. Nikhil Jain as an Independent Director at the ensuing AGM. Details of the same are given in the Notice of the AGM forming part of the Annual Report.

Declaration by the Company

The Company has issued confirmation to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31, 2026.

A certificate of the PCS forms part of the Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and that they are independent of management.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and are independent of management.

All the Independent Directors of the Company have registered their names in the data bank for Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA), Manesar (notified under Section 150(1) of the Companies Act, 2013 as the institute for the creation and maintenance of data bank of Independent Directors).

Familiarization Programme for Independent Directors

Details regarding Familiarization Programme for Independent Directors forms part of the Corporate Governance Report.

20. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as ‘Annexure ‘F to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, doesnt form part of this Report. Having regard to the provisions of the second proviso to Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for e-inspection during working hours of the Company and any member interested in obtaining such information may write to the Company Secretary of the Company and the same will be furnished on request.

21. BOARD AND COMMITTEE MEETINGS

Board Meetings and Committee Meetings

The details relating to Board and Committee Meetings form part of the Corporate Governance Report.

General Meetings

The details relating to General Meetings form part of the Corporate Governance Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

In accordance with the provisions of Section 178 of the Act, the Board of Directors has, on the recommendation of the Nomination and Remuneration Committee, adopted a Policy for selection and appointment of Directors, Senior Management, their remuneration and their evaluation including criteria for determining qualifications, positive attributes, independence of a director, key managerial personnel, senior management personnel and other employees of your Company. The Policy on Board Diversity and Director Attributes has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board.

The Remuneration Policy for Directors, Key Managerial Personnel and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Policy aims to ensure that the level and composition of the remuneration of the Directors, Key Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to successfully run the Company.

The policy on appointment and remuneration to Directors can be accessed from the following link: http://orosil.in/investors/sebi-policies/Appointment-and-Remuneration-Policy.pdf.

22. CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT

The Board of Directors has laid down the code of conduct for all the Board members and members of the Senior Management of the Company. All the Board members and Senior Management personnel have affirmed compliance with the code of conduct. The Declaration of the same is annexed herewith in ‘Annexure ‘C.

The Directors have also confirmed that they have complied with the Companys Code of

Conduct and are not debarred to act as a Director by virtue of any SEBI order or any other authority.

23. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit and loss of the Company for the year ended on that date;

(c) 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;

(d) the Directors have prepared the annual accounts of the Company on a ‘going concern basis.

(e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

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

24. RELATED PARTY TRANSACTIONS

The details relating to related party transactions form part of the Corporate Governance Report.

25. MANAGEMENT DISCUSSION & ANALYSIS (MD&A) REPORT

The details relating to Management Discussion & Analysis Report form part of the Corporate Governance Report.

26. AUDITORS AND AUDIT REPORTS

A) STATUTORY AUDITOR

In accordance with the provisions of the Companies Act, 2013 read with relevant rules there under, M/s D M A R K S & Associates., Chartered Accountants having FRN: 006413N, were appointed as Statutory Auditors by the members in their 29^th Annual General Meeting held on September 27, 2023, till the conclusion of the 34^th Annual General Meeting.

As per the notification issued by the Ministry of Corporate affairs (MCA) dated 7^th May, 2018 for the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Amendment Rules, 2018, the appointment of Statutory Auditors is not required to be ratified at every annual general meeting, therefore, no resolution for such ratification is taken in the Notice of the ensuing AGM.

AUDITORS REPORT

The Statutory Auditors of the Company have submitted report to the members of the Company for the financial year 2025-26, which is qualified, containing the following remarks:

1) We draw attention to Note 36 of the standalone financial results, which describes the disposal and sale of a substantial portion of the Companys fixed assets, specifically comprising land and buildings, during the quarter ended March 31, 2026, for a total consideration of 27,00,00,000, resulting in a net gain/loss of 25,55,04,220 which has been recognized under Other Income / Exceptional Items. The company was authorized by shareholders in Annual General Meeting vide Special Resolution dated 09/09/2016. The company has made relevant compliances in this regard under SEBI LODR regulations.

Managements Response: As already stated by the auditors that the company has made relevant compliances in this regard under SEBI LODR regulations, this requires no further explanation.

2) Investments have been stated at the fair value arrived on the basis of last available audited financial statements of the invested entity and the latest financial statement is not available. Hence we are unable to comment on this.

Managements Response: Ihe Company has valued its investment as per the latest available Financial Statements of the invested entity. The Audited Financial Statements for the Financial Year ended March 31, 2026 are not available with the Company.

The Audit Report is attached to the Financial Statements forming a part of this Annual Report.

Total fee for all services paid by the Company to the statutory auditors for Statutory Audit & Limited Review is 72,500/- only.

B) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s Prachi Bansal & Associates (COP No. 23670), Practicing Company Secretaries to conduct Secretarial Audit for financial year 2025-26.

Further, since the Company is no longer covered in the exception as provided in Regulation 15(2) of SEBI LODR Regulations, it has been recommended to the Shareholders at the ensuing AGM to appoint M/s Prachi Bansal & Associates as the Secretarial Auditors of the Company till March 31, 2030,

The Secretarial Audit Report for the Financial Year ended March 31, 2026, as received in Form MR-3, is annexed herewith as Annexure-‘H forming integral part of this Report. The said report does not contain any remark from the auditor.

C) INTERNAL AUDITOR

In compliance with the provisions of Section 138 of the Companies Act, 2013 read with rule 13 of Companies (Accounts) Rules, 2014 the Board of Directors on the recommendation of Audit Committee had appointed M/s NKN & Associates, Chartered Accountants (FRN: 028140N) as Internal Auditor of the Company for the financial year

2025-26.

D) COST AUDITOR

The Company is not required to appoint cost auditor for the financial year 2025-26 pursuant to Section 148 of the Companies Act, 2013.

MAINTENANCE OF COST RECORDS UNDER SECTION 148 OF THE COMPANIES ACT, 2013

The Company was not required to maintain cost records under Section 148 of the Act and accordingly, such accounts and records are not made and maintained.

27. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, performance of its committees and of the Directors individually, as per the criteria laid down by the Nomination and Remuneration Committee. The evaluation was carried out based on various parameters.

During the year under review, Independent Directors met on February 06, 2026 without the presence of non-independent directors and members of the management, to discuss the evaluation of the Board, Committees and the Non-Executive Directors. The discussions covered both strategic and operational aspects of the Board functioning, as well as the quality, content and timeliness of the flow of information between the Management and the Board. The inputs from the meeting were shared with the Nomination and Remuneration Committee. The performance evaluation of the Independent Directors was carried out by the entire Board.

The Directors expressed their satisfaction with the evaluation process.

28. RISK MANAGEMENT POLICY

The details relating to risk management form part of the Corporate Governance Report.

29. PARTICULARS OF LOANS GIVEN, GUARANTEES OR INVESTMENTS BY THE

COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any Loan and guarantee to any person or body corporate during the financial year. The details of investments made by the Company are in Note No. 3 of the Audited Financial Statements.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS, COURTS OR TRIBUNALS DURING THE FINANCIAL YEAR 2025-26

During the year Financial Year 2025-26, there was no significant material order passed by the Regulators or Courts or Tribunals that could impact the going concern status of the Company and its future operations, except one instance which has been report in the corporate governance report.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

There are no particulars as required under 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, research & development, technology absorption during the year under review, as the Company does not engage in manufacturing activity involving energy intensive processes. However, the Company has taken sufficient steps towards general energy saving techniques and conservation.

Further, there was no Foreign Exchange earnings and outgo during the financial year 2025-26.

32. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, which commensurate with the size, scale and complexity of its operations. M/s NKN & Associates, Chartered Accountants, was appointed as Internal Auditors of the Company during the year under review.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

33. CODE FOR PREVENTION OF INSIDER TRADING

The details relating to prevention of insider trading form part of the Corporate Governance Report.

34. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The details relating to whistle blower policy/ vigil mechanism form part of the Corporate Governance Report.

35. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY

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

36. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The details relating to CSR form part of the Corporate Governance Report.

37. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH ACT)

Your Company has in place an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. No complaints were received from any employee during the financial year 2025-26 and hence no complaint is outstanding as on March 31, 2026 for redressal.

38. FRAUDS REPORTED BY AUDITORS

There are no such frauds reported by the Auditors to the Audit Committee or the Board of Directors, which are committed against the Company by officers or employees of the Company under Section 143(12) of the Companies Act, 2013.

39. INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the FY 2025-26.

40. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME

SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, the Company has not availed any loan from Banks and

Financial Institutions, hence question of settlement doesnt arise.

41. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with. Your Company has complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

42. POLICY FOR PRESERVATION OF DOCUMENTS

In accordance with regulation 9 of SEBI (Listing Obligations and Disclosures) Regulations, 2015 the board has adopted a policy for preservation of documents which has been uploaded on the website of the company under the web link http://orosil.in/investors/sebi-policies/policy-for-preservation-of-docs.pdf

43. ANNUAL REPORT

The Annual Report containing, inter-alia, the audited financial statements, Boards Report, Auditors Report, Management Discussion & Analysis (MD&A) Report and other important information is circulated to shareholders and other stakeholders and is also available on the Companys website at https://orosil.com/pages/investor-annual-report.

44. LISTING OF SHARES

The equity shares of the Company are listed at the BSE Limited. The Annual Listing Fee for the financial year 2025-26 has been paid to the Stock Exchange where the Shares of the Company are listed.

45. DEPOSITORY SYSTEMS

The Companys shares are traded in Demat form only. Your Companys Scrip has come under compulsory dematerialization w.e.f. November 29, 1999 for Institutional Investors and w.e.f. January 17, 2000 for all Investors.

The ISIN allotted to the equity shares of the Company is INE628B01034.

46. IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Action within the specified time limit.

47. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the FY 2025-26:

i. There were no issue of equity shares with differential rights as to dividend, voting or otherwise.

ii. There was no issue of shares, including , rights issue, sweat equity shares, to the employees of the Company under any scheme.

iii. No application has been admitted against the Company under the Insolvency and

Bankruptcy Code, 2016. iv. There were no instances of one-time settlement with any bank or financial institution. v. Company does not have any subsidiary.

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

vii. There are no shares in the demat suspense account/ unclaimed suspense account of the

Company.

48. MATERNITY BENEFIT

The provisions of Maternity Act do not apply to the Company for the financial year under review as the Company has less than 10 employees.

49. REPORTING PERIOD

The Financial Information is reported for the period April 01, 2025 to March 31, 2026. Some parts of the Non-Financial Information included in this Boards Report are provided as on the date of this Report.

50. CAUTIONARY STATEMENT

Statements in the report of Board of Directors and Management Discussions & Analysis

Report describing the Companys projections, estimates, expectations or predictions may be ‘forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

Important factors that would make a difference to the Companys operations include demand supply conditions, raw material prices, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

51. PERSONNEL

Your Directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers at all levels and for their dedication and loyalty, which has been critical for the Companys success.

52. ACKNOWLEDGEMENT

Your Directors would like to express their gratitude for the valuable assistance and cooperation received from shareholders, bankers, government authorities, customers and vendors. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

	On behalf of the Board of Directors
	For Orosil Smiths India Limited
	S/d	S/d
	Rita Narula	B. K. Narula
	(Whole-Time Director)	(Chairman & Managing Director)
	DIN: 00006096	DIN: 00003629
Place: Delhi	Add: D-92, Ist Floor,	Add: D-92, Ist Floor,
Date: 10.08.2026	Defence Colony,	Defence Colony,
	New Delhi-110024	New Delhi-110024