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)

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 Company's 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:

*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
Company’s 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
Company’s 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 Board’s 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 arm’s 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 Company’s 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 co¬
operation 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