Your Directors have pleasure in presenting 21^st Annual Report and Audited Statement of
Accounts of the Company for the year ended on 31^st March, 2026.

1. FINANCIAL SUMMARY:

(Amount in Lakhs)

*The subsidiary was incorporated on May 05, 2025, thus consolidation is not applicable for
financial year ended March 31, 2025

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
On the basis of Standalone Financials:

During the period under review, the Company recorded net revenue from Operations of INR
117161.73 lakhs, as compared to INR 82495.79 lakhs of the last financial year. The
Company recorded a net profit of INR 5410.62 lakhs during the financial year ended 31
March 2026 against net profit of INR 5326.22 lakhs in the previous year ended 31 March
2025.

On the basis of Consolidated Financials:

During the year under review, M/s OCL Greentech Private Limited was incorporated on
05.05.2025 as the subsidiary of the Company. The year being first year of
consolidation recorded net revenue from Operations of INR 117165.42 lakhs and a net
profit of INR 5359.01 lakhs during the financial year ended 31 March 2026.

Pursuant to section 129(3), the statement containing the salient feature of the financial
statement of a company's subsidiary is attached in for AOC-1 at Annexure 1.

3. INDIAN ACCOUNTING STANDARD (IND AS)

Financial Statements of your Company for the FY 2025-26 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

4. TRANSFER TO RESERVE

The Board has decided to retain the entire amount of profit for the Financial Year 2025-26,
appearing in the Statement of Profit and Loss to strengthen the reserves and Net Worth of
the Company which enables company to make various investments, take competitive
advantages by Research & Development (“R&D”) etc.

5. DIVIDEND

To strengthen the financial position of the Company, the Board decided to retain the profits
and do not recommend any dividend for the F.Y. 2025-26.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company has one Subsidiary i.e. M/s OCL Greentech Private Limited. The company
has no other subsidiary, joint ventures and associate company during the year under review
other than as mentioned above.

7. DEPOSITORIES

The Company has arrangements with National Securities Depository Limited (“NSDL”)
and Central Depository Services (India) Limited (“CDSL”) (together refer as the
“depositories”), to facilitate various services like corporate action, e-voting services,
pledging of securities. All of the Company’s shares are held in dematerialized form.

8. CHANGE IN NATURE OF BUSINESS

During the year under review there was no change in the nature of business of the
Company.

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH FINANCIAL
STATEMETNS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the
company occurred between the end of the financial year to which the financial statements
relate and the date of this report.

10. DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMPOSITIONS OF
BOARD AND ITS COMMITTEES

Composition of Board

The Company has a balanced and diverse Board. The Composition of Board as on March
31, 2026 is as follows;

> Mr. Vipul Nagpal, Managing Director

> Mrs. Garima Nagpal, Whole-time Director

> Mr. Vardaan Nagpal, Whole-time Director

> Mr. Anil Gupta, Independent Director

> Mr. Rohit Himatsingka, Independent Director

> Mrs. Garima Dhamija, Independent Director (resigned w.e.f. May 12, 2026)

Composition of Committees of Board

a) Audit Committee

> Mr. Rohit Himatsingka, Chairperson

> Mr. Anil Gupta, Member

> Mr. Vipul Nagpal, Member

b) Nomination and Remuneration Committee

> Mr. Anil Gupta, Chairperson

> Mr. Rohit Himatsingka, Member

> Mrs. Garima Dhamija, Member

c) Stakeholders Relationship Committee

> Mr. Rohit Himatsingka, Chairperson

> Mr. Vipul Nagpal, Member

> Mr. Vardaan Nagpal, Member

d) Corporate Social Responsibility Committee

> Mrs. Garima Nagpal, Chairperson

> Mr. Vipul Nagpal, Member

> Mrs. Garima Dhamija, Member

e) Risk Management Committee

> Mr. Vipul Nagpal, Chairperson

> Mr. Vardaan Nagpal, Member

> Mr. Rohit Himatsingka, Member

f) IPO Committee

> Mr. Vipul Nagpal, Member

> Mrs. Garima Nagpal, Member

> Mr. Vardaan Nagpal, Member

Changes in Board of Directors

During the year under review Mr. Rohit Himatsingka was appointed as the Independent
Director of the Company w.e.f. May 29, 2025. There were no other changes in the
composition of Board during the period under review.

However, Mrs. Garima Dhamija resigned from the position of Independent Director due to
some personal reasons w.e.f. May 12, 2026.

Retire by Rotation

In accordance with the provisions of Section 152 of the Act and the Articles of Association
of the Company, Mr. Vardaan Nagpal (DIN: 10723905), Whole-time Director of the
Company is liable to retire by rotation at the ensuing Annual General Meeting and being
eligible offers himself for re-appointment and such re-appointment shall not be deemed to
constitute a break in his appointment as Whole-time Director.

Key Managerial Personnel

Following are the Key Managerial Personnels of the Company as on March 31, 2026:

> Ms. Mona Kaushik, Company Secretary

> Mr. Rakesh Khurmi, Chief Financial officer (Resigned w.e.f. November 06, 2025)

> Mr. Rahul Sharma, Chief Financial Year (Appointed w.e.f. November 06, 2025)

11. DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors (IDs) of the
Company that they meet the criteria of independence as laid down under Section 149(6) of
the Companies Act, 2013 (the “Act”).

Also, the Independent Directors have confirmed that they are not aware of any
circumstances or situation which exist or may be anticipated, that could impair or impact
their ability to discharge their duties.

Further, in the opinion of the Board, Independent Directors qualify the criteria of
Independent Director as mentioned in the Act and are independent of the management and
also adhered to Code for Independent Director under Schedule IV of the Act.

12. BOARD MEETINGS HELD DURING THE YEAR

During the year under review, the Board met 5 (Five) times. The provisions of Companies
Act, 2013 were adhered to while considering the time gap between two meetings.

13. CORPORATE SOCIAL RESPONSIBILITY

Your Company recognizes its social responsibility as an integral part of its corporate
citizenship. In accordance with the provisions of Section 135 of the Companies Act, 2013
and rules made thereunder the Company has been undertaking the activities and initiatives.

The Annual Report on CSR activities &initiatives as prescribed under the Act and rules
made thereunder is annexed at Annexure 3. The CSR policy of the company is available on
company’s website.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGOING:

Energy Conservation measures, progress made in technology absorption & foreign
exchange earnings and outgo, as required pursuant to section 134 (3) (m) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out as under:

Conservation of Energy : N.A.

Technology Absorption : N.A.

Foreign Exchange Earnings & Outgo

i) Foreign Exchange Earning : Rs. 2441.04 lakh

ii) Foreign Exchange Outgo : Rs. 1093.09 lakh

15. AUDITORS AND AUDITORS REPORT

M/s Khandelwal Jain & Co, Chartered Accountants (Firm Registration No- 105049W) are
the statutory auditors of the Company and will hold office till the conclusion of 24^th Annual
General Meeting.

The Statutory Auditors have confirmed that they are not disqualified from continuing as the
Statutory Auditors of the Company and satisfy the prescribed eligibility criteria. The reports
issued by the Statutory Auditors on the Standalone and Consolidated Financial Statements
of the Company for the year ended March 31, 2026, do not contain any qualifications,
observations, comments or remarks which have an adverse effect on the functioning of the
Company and therefore, do not call for any comments from the Directors. Further, there
were no frauds reported by the Statutory Auditors to the Audit Committee or the Board
under Section 143(12) of the Act.

16. COST AUDITORS

The Company has maintained cost records as specified by the Central Government under
Section 148(1) of the Act. M/s the Adabala & Associates, Cost Accountants (Firm
Registration No.005119), were appointed as the Cost Auditors of the Company for FY
2025-26, to conduct the cost audit of the accounts maintained by the Company as prescribed
under the applicable Cost Audit Rules. The Cost Audit Report for FY 2025-26 shall be
submitted to the Central Government within the prescribed timelines. M/s the Adabala &
Associates, being eligible, have consented to act as the Cost Auditors of the Company for
FY 2026-27 and have confirmed that they are not disqualified to be appointed as such. The
Board, on the recommendation of the Audit Committee, re-appointed M/s the Adabala &
Associates, Cost Accountants as the Cost Auditors of the Company, to carry out the Cost
Audit for FY 2026-27. In accordance with the Act and rules thereunder, a resolution for
ratification of remuneration of the Cost Auditors by the Members has been set out in the
Notice of the AGM.

17. INTERNAL AUDIT

During the year under review, M/s ShineWing Confidante, LLP (LLPIN: AAZ-1413) were
appointed as the Internal Auditors of the Company for the FY 2025-26.

The report submitted by the Internal auditors have been reviewed by the Audit Committee
and does not contain any qualifications, reservations, adverse remarks or disclaimer.

18. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the rules made thereunder, the
Board of Directors appointed Nirbhay Kumar & Associates, Practicing Company
Secretaries, as Secretarial Auditors for the financial year ending March 31, 2026. The
Secretarial Auditors have confirmed that the Company has complied with applicable laws

and that adequate systems and processes are in place, commensurate with the Company’s
size and scale of operations, to monitor and ensure compliance with these laws. The
Secretarial Audit Report does not contain any qualifications, reservations, disclaimers, or
adverse remarks. The Secretarial Audit Report is annexed as Annexure 4 of this report.

19. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES:

Pursuant to Section 178 of Companies Act, 2013 read with rules made thereunder, the
company’s Nomination and Remuneration Policy is available at the website of the
Company i.e.https://orientcables.in/

Further, pursuant to section 197(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies
Act, 2013, the names and details of top ten employees in terms of remuneration drawn is
made in separate annexure which will be made available to the shareholders on request so
made to Company Secretary of the Company atcompliance@orientcables.in

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

During the year 2025-26, the Company has entered into various related party transaction
under sub-section (1) of section 188 of the Companies Act, 2013, which were in ordinary
course of business and on Arm’s Length basis. The details of such transaction are given in
Form AOC-2 annexed to this reportas an Annexure 2.

21. PARTICULARS OF OPTIONS REGARDING EMPLOYEE STOCK OPTION
SCHEME 2025

During the year under review, pursuant to a resolution passed by the Board of Directors in
its meeting dated June 12, 2025 and by members via Special Resolution at Annual General
Meeting dated June 13, 2025 the company adopted scheme i.e. OCL Employee Stock Option
Scheme 2025.

Pursuant to Rule 12(9) of the Companies (Share capital and debentures) Rules, 2014, the statement
containing relevant disclosures and such related information is placed at Annexure 5.

22. ANNUAL RETURN

The Annual return of the company as on March 31, 2026 is available on the Company’s
website and is available at www.orientcables.in

23. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF
RISK MANAGEMENT POLICY OF THE COMPANY

The company through its risk management strategy, strives to contain impact and likelihood
of the risks within the risk appetite as agreed from time to time with the Board. The
Company also has a policy on Risk Management which is placed at the website of the
Company at www.orientcables.in

24. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS U/S 186 OF THE
COMPANIES ACT 2013

During the year under review, your Company has not given any loan or any guarantee or
provided security in connection with a loan to any other body corporate(s) or other
person(s) as specified in Section 186 of the Act. Further, your Company has made
investments, details of which are given in Note No. 52 of the Financial Statements.

25. ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS

Your Company has effective internal control and risk mitigation measures, which are
constantly assessed and strengthened with new/revised standard operating procedures. The
Company’s internal control system is commensurate with its size, scale and complexities of
its operations.

26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013

Your Company is committed to providing a safe and conducive work environment to all its
employees and associates. Your Company has zero tolerance for sexual harassment at
workplace. Your Company has constituted Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your Directors further state that during the year under review, there is no case filed pursuant
to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

(a) number of complaints of sexual harassment received during FY 2025-26- NIL

(b) number of complaints disposed off during FY 2025-26- NIL

(c) number of cases pending for more than ninety days- NIL

27. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT. 1961

The Company also remains committed to promoting and supporting the overall wellness of
its colleagues by offering robust and differentiated benefits. During the Financial Year

2025-26 your Company has duly complied with the applicable provisions of the Maternity
Benefit Act, 1961.

28. DEPOSITS

During the period under review, your Company has not accepted any deposits.

29. VIGIL MECHANISM

Your Company has established a vigil mechanism under Section 177(9) of the which
enables the Directors & the Employees of the Company to report genuine concerns. The
Company encourages its employees who have concerns about unethical practices, fraud and
mismanagement, suspected fraud etc. The Vigil Mechanism Policy of the Company is
placed at the website of the company athttps://orientcables.in/

The said policy had the procedure, contact details and mechanism to report any complaint
and to get its resolution.

30. COMPLIANCE OF SECRETARIAL STANDARDS

During the period under review, your Company has complied with the Secretarial standards
issued by the Institute of Company Secretaries of India with respect to the Meetings of the
Board and General Meetings.

31. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3) (C) rand 134 (5) of the Companies Act,
2013, with respect to Director's Responsibility Statement, it is hereby confirmed:

I. That in the preparation of the accounts for the financial year ended 31st March 2026 the
applicable accounting standards read with requirements set out under schedule III to the
Act, have been followed and there are no material departures from the same;

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 true
and fair view of the state of affairs of the Company at the end of the financial year and of
the profit or loss 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 accounts for the financial year ended 31st March,
2026 on a 'going concern' basis.

V. The directors have devised proper system to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.

32. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGTJLATOR(S).
COURTIS). TRIBUNAL(S) AFFECTING THE GOING CONCERN AND
COMPANY’S OPERATIONS IN FUTURE

There are no significant or material orders passed by the regulators or courts or tribunals
impacting the going concern status of the company’s operations in future.

33. DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there was no application made and/or no proceeding under
the Insolvency and Bankruptcy Code 2016.

34. DETAILS OF ONE TIME SETTLEMENT WITH BANKS

There are no instances of one-time settlement with any Bank(s) or Financial Institution
during the year under review.

33. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors
ORIENT CABLES (INDIA) LIMITED

pf

Date: 30 06 2026 VIPUL NAGPAL GARIMA NAGPAL

^place^{: Gurugram} Managing Director Whole-time Director

DIN:00469000 DIN:01886696