Your directors have pleasure in submitting their 27* Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^s' March 2024.

1. KEY FINANCIAL HIGHLIGHTS

The Company's financial performance for the year under review along with previous year’s figures are given hereunder:- /Amount in Lakhs]

2. REVIEWS OF OPERATIONS

During the year under review, your Company has achieved Revenue from operation of Rs. 60,289.27 lakhs as against Rs. 53,510.23 lakhs in the previous year which recorded an increase oi 12.66 /o.

Other Income during the year was Rs. 396.66 lakhs as against Rs. 690.74 lakhs in the previous year which recorded a decrease of 294.08.

During the year, Company recorded profit before Tax of Rs. 5,486.63 lakhs as against profit of Rs. 5195.39 lakhs in the previous year.

3. DIVIDEND

During the year, under review considering the Company's performance, the Board of Directors declared and paid interim dividend at the rate of 17.1% of the Face Value of each share i.e. Re. 1.714 pereiqurty-stare amounting to Rs. 6,00,00,000/- (Rupees Six Crores Only) (gross) to the eligible shareholders, out of profits of the Company in the board meeting held on December 08, 2023. The Board had proposed to approve interim dividend as final dividend for the F.Y. 2023-2024 in ensuing annual general meeting of the

company. '

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There are no unpaid or unclaimed dividend/ other sums due & payable byyour Comp^

need to be transferred to Investor Education and Protect.on Fund as °«^^arch,³¹^_t²°²,V?_FK^th^ri^ provisions of the provisions of Section 125(2) of the Companies Act, 2013 read with the IEPF Authority

(Accounting, Audit, Transfer and Refund) Rules, 2016.

5. TRANSFER TO RESERVES

During the year under review, Directors do not propose to transfer any amount to reserves.

6. CHANGE IN NATURE OF BUSINESS

During the financial year 2023-24, the Company has not changed its nature of business and has been continuing with the same line of business.

7. DETAILS OF NEW SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any new subsidiaries, associates and joint ventures. Thus, it is not required to give details as required under Rule 8(5)(iv) of Companies (Accounts) Rules, 2014.

o MATFRIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF^ THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL PERIOD TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

During the year under review, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financm ear o Company to which the Financial Statements relate and the date of the report. However during the yea T Company has applied to ROC Mumbai for conversion of Company from Private Limited company . Limited company vide shareholders approval dated August 25, 2023. The Company has also propos . raise Rs. 1,200 million via offer for sale from selling shareholders in accordance with SEB1 (Issue of C. p and Disclosure Requirements) Regulations, 2018.

9. DEPOSIT

During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the fiscal year under review, in accordance with the provisions of section 149(4) of the Companies Act 2013, and the rules framed thereunder, every listed company is required to have at least.m^tlmd of die total number of directors as Independent Directors. As the company is in the process of an II 0, was necessary to appoint Independent Directors as per these provisions.

Consequently, the company appointed the following Directors as Independent Directors during the

In accordance with section 203 of the Companies Act, 2014, and the rules framed thereunder, the following Directors were re-designated as Key Managerial Personnel (KMP) considering their roles and responsibilities:

Ms. Nayana Akhil Nair was appointed as Company Secretary and Legal Head by the Board of Directors at their meeting held on 06th May 2023. Furthermore, pursuant to Regulation 6 of SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the company was required to appoint a Compliance Officer. Ms. Nayana Akhil Nair was designated as the Compliance Officer by the Board of Directors at their meeting held on 16th October 2023.

Mr. Sunil Kumar Arora was appointed as Chief Financial Officer of the Company by the Board of Directors at their meeting held on 06th May 2023.

As of 31st March 2024, the composition of the Board of Directors and Key Managerial Personnel is as follows:

11. DECLARATION BY INDEPENDENT DIRECTOR

The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criterion o independence as mentioned in Section 149(6) of the Companies Act, 2013.

12. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31 March 2024 in Form MGT-7 is placed on the Company's website at the web link: https://www.orientmdia.in/investQn

13. MEETINGS OF BOARD & COMMITTEES:

During the year, Eleven (11) meetings of the Board of Directors of the Company were convened and held on April 07,2023; April 29,2023; May 06,2023; June 02,2023; August 22,2023; August 3°,^2023; October 16, 2023; December 08, 2023; January 19, 2024; February 10, 2024 and February 14, 2024. The CSR Committee meeting was convened and held on December 08, 2023. The Audit Committee Meeting was convened and held on December 08, 2023 and February 14,2024. The IPO Committee Meeting convened and held on February 20, 2024. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standards issued by ICS1.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best

of their knowledge and ability, confirm that: , ,, _e „ ,

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed

and that there were no material departures.

fin the directors had 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 at the end of the financial year and of the profit of the Company for the period;

fiii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The directors have prepared the annual accounts on a going concern basis.

(v) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of Companies Act, 2013 pertaining to Corporate Social Responsibility is compiled by the Company for the financial year 2023-24.

During the year under review, the Board re-constituted the composition of Corporate Social Responsibility (CSR) Committee. The revised composition is as follows;

The CSR Committee in its meeting on December 08, 2023, recommended a donation of Rs. Cl.-C, (Rupees Sixty-One Lakhs Twenty Thousand One Hundred Ninety-Eight Only) to Kalawatidevi Memorial Charitable Society ("Trust”) as a part of its CSR Activities.

As per Section 135(1) of the Companies Act, 2013, the Company is required to spend Rs. 61,20,198 (Rupees Sixty-One Lakhs Twenty Thousand One Hundred Ninety-Eight Only) (i.e. 2% of the average net profit of FY 2020-21,2021-22,2022-23) in the financial year 2023-24 to meet its CSR obligation.

Accordingly, Board of Directors on the recommendations of CSR Committee had approved and made a Donation to the aforementioned Trust.

Further, with respect to the Unspent CSR obligation for the previous financial year 2022-2023 amounting to Rs. 1,44,131, out of the Total CSR Expenditure for that financial year being Rs. 32,82,501, transferred to "PM Cares Fund” as prescribed in the Schedule VII of the Companies Act, 2013.

The details with respect to CSR Expenditure are more particularly described in CSR Report which is annexed herewith as "Annexure-l”.

16. AUDIT COMMITTEE, NOMINATION & REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Bein'* a public company and exceeding threshold limits, provisions of Section 177 & Section 178 of Companies Act, 2013 pertaining to formation of Audit Committee, Nomination & Remuneration Committee (NRC), Stakeholders Relationship Committee (SRC) respectively, are applicable.

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Board of Directors at its meeting dated May 06,2023 approved a limit of 100 croresmundred crores) up to which the Company can give any loans, guarantee or provide security irmake investments which was further approved by members in their Extraordinary General meeting dated May 22,2023 within the meaning of section 186 of the Companies Act, 2023.

18. RELATED PARTY CONTRACTS

All contracts/arrangements/transaction entered by die Company during the financial year, with related “TmxLiy course of business and on arm’s length basis. Particulars of contract or arrangements with related party referred to in sub-section (1) of section 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are annexe lerewi i a

SSs draw attention of the members to the Note 37 of the Notes to accounts of the financial statement which sets out related party disclosure.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

i. Conservation of Energy:

> The steps taken or impact on conservation of Energy:

Adequate measures have been taken to reduce the energy consumption by using energy efficient computers and other equipment’s and low energy consump ion in tubehght fittings, usage of LED/CFL lights in offices, installing power capacitors, replacement of y conditioners to reduce power consumption, reduction in daily A.C. running time, switching o lights and air conditioners during lunch breaks.

> The steps taken by the Company for utilizing alternate sources of Energy:

As much as possible the Company uses the ambient light for lighting purposes. This reduces electricity consumption due to lesser need of lighting during the day.

> The capital investment on energy conservation:

The measures taken have resulted in savings in overheads. Since energy cost comprises a small part of the Company’s total expenses, the financial impact of these measures is not material.

ii. Technology Absorption:

There was no Technology Absorption during the yeai.

Foreign Exchange Earnings and Outgo

i) Expenditure in foreign currency: Rs. 388.63 lakhs (Previous Year-Rs. 766 53 lakhs)

ii) Earnings in foreign currency: Rs. 308.981akhs - (Previous Year - Rs. 573.14 lakhs)

20. PARTICULARS OF EMPLOYEES

The details of employees in receipt of remuneration pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to

the Company..

21. RISK MANAGEMENT

The company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company.

22. FORMAL ANNUAL EVALUATION

Being a public company, the provisions relating to formal annual performance evaluation of the Board it s CoS" and individual directors arc not applicable as the company does not exceed the presented limits as specified in section 134 (3) (p) read with Sub-rule (4) of Rule 8 of the Companies (Accounts) R .. 2014.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

24. INTERNAL FINANCIAL CONTROL

Our internal controls are commensurate with its sixe and the nature of its operaticins teen

designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets ^from ;>^n;'^l‘ hor.zed use executing transactions with proper authorization and ensuring compliance with corporate policies Orient has aligned its current systems of internal financial control with the requirement of Companies Act, 2013.

The Company’s well-defined organizational structure, defined authority matrix and internal financial controls ensure efficiency of operations, protection of resources and compliance with the applicable laws and regulations. Moreover, the Company continuously upgrades its systems and undertakes review of policies. There is an effective internal control and risk mitigation system, which is constantly assessed an strengthened with new/revised standards operating procedures. The Company s internal control system is commensurate with its size, scale and complexities of its operations.

25. DETAILS OF RATIOS

The Company hereby provides the details of significant changes in key financial ratios:

26. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVLNI ION, PROHIBITION AND REDRESSAL) ACT, 2013.

Your Directors state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2

27. AUDITORS REPORT

The Statutory Auditor's Report does not contain any qualification, reservation or adverse remarks.

28. AUDITORS

M/s R U KAMATH & CO., Chartered Accountants (FRN 104650W) Mumbai have tendered their resignation Statutory Auditors results into , casual vacancy it, the .mco of Statutoty And,tors of the company as envisaged by section 139(8) of the Companies Act, 2013 ( Act).

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder M/s. Kirtane and Pandit LLP, Chartered Accountants (Finn Registration No. 105215W/W100057) hereby app°m^ted as the Statutory Auditors of the Company to hold office till the conclusion of Annual Genera¹ Meeting of the Company to be held in the year 2024 to fill the causal vacancy. The Company has received a Certificate from them to the effect that their appointment, if made, would be as per the requirements specified under Section 141 of the Act and the Rules framed there under for reappointment as Auditors of the Company. The Notes on Accounts read with the Auditors' Reports are self-explanatory and therefore, do not call for any further comments or explanations.

Further M/s. Kirtane and Pandit LLP, Chartered Accountants (Firm Registration No. 105215W/W100057) is proposed for appointment as statutory auditors of the company for the term of five years m the ensuing

annual general meeting.

Pursuant to the provisions of clause (ca) of sub-section (3) of section 134 of the Companies Act, 2013 your Directors report state that there is no fraud reported by the Auditors of the company under subsection (12) of section 143 of the Companies Act, 2013.

Further The Board of Directors have proposed the appointment of M/s. Kirtane & Pandit LLP, Chartered Accountants, Mumbai (Firm registration No, 105215W/W100057) the retiringStatutoryAudito^ as the Statutory Auditors of the Company to hold office for a period of 5 years from the conclusion of this Annual General Meeting until the conclusion of the Annual General Meeting to be held m the year 2029.

M/s Kirtane & Pandit LLP, Chartered Accountants have expressed their willingness and confirmed their eligibility under the provisions of the Companies Act, 2013 to act as Statutory Auditors of the Company

29. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed, M/s. Alwyn Jay & Co., Company Secretaries as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the F.Y. 2023-2024. The Company has provided all the assistance and facilities to the Secretarial Auditor for conducting their audit. Report of Secretarial Auditors for the F.Y. 2023-2024 in Form MR-3 is annexed to this report as "Annexure-IH". The Secretarial Auditor in its report stated that the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. except the following

observation:

The Company has transferred an unspent CSR amount of Rs.1,44,131/- for financial year 2022-23 to PM Care Fund towards CSR expenditure as recognised under Schedule VII of Companies Act, 2013 on 15th January, 2024 which was beyond the specified period of six months of the expiry of the financial year in pursuance of the provisions ofSection 135(5) of the Companies Act, 2013.

Upon realization of the delay, company took immediate corrective actions to streamline the CSR processes and transferred an unspent CSR amount to PM Care fund.

30. INTERNAL AUDITOR.

During the year under review, the Board of Directors appointed M/s. Santosh G. Ghag & Co. as Internal Auditor of the company for the Financial Year 2023-2024 in Board meeting held on October 16, 2024.

31. COST AUDITORS:

The provision ofsection 148 of the Companies Act, 2013 read with Rules made there under pertaining to appointment of Cost Auditor are not applicable to the Company. Also, the company is not required to maintain cost records.

32. Details of Frauds reported by Auditors:

Pursuant to the provisions of clause (ca) of sub-section (3) of section 134 of the Companies Act, 2013 your Directors report state that there is no fraud reported by the Auditors of the company under sub-section (12) of section 143 of the Companies Act, 2013.

33. SHARES/DEBENTURES:

a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) INCREASE OF AUTHORIZED SHARE CAPITAL I

The Company has not made any changes in Authorised Share Capital during the year under review.

c) SWEAT EQUITY , ,

The Company has not issued any Sweat Equity Shares during the year under review.

^ TheTompany issued 1,75,00,000 equity shares as bonus shares of Rs.10 each to the members in the ratio of 1:1 during the year under review.

e) PREFERENTIAL ISSUE . , „_fD_Cm

During the year under review, the Company issued 8,16,500 equity shares having face value of Rs. 10

at a premium of ? 123/- per share on preferential allotment basis.

f) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

g) DEBENTURES , .

During the year under review none of the Debentures were due for i edemption.

34. DETAILS OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTION

There was no transaction done related to valuation of one-time settlement or taking loan from the Banks or Financial Institution.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016):

During the year under review, no applications were made, nor any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

36. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Your Company has established a mechanism called ‘Vigil Mechanism’ for directors and employees to report the unethical behavior, actual or suspected, fraud or violation of the Company s code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The Vig Mechanism Policy has been uploaded on the website of the Company.

37. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 are not applicable to the Company.

38. POLICY FORMULATED BY NOMINATION AND REMUNERATION COMMITTEE:

This Policy provides a framework for remuneration to be paid to the members of the Board of Directors (hereinafter referred to as "Board"), Key Managerial Personnel ("KMP") and the Senior Management ( SM of the Company (hereinafter referred to as "Executives") and for identification of persons who are qualified to become Directors and who may be appointed in Senior Management and recommend to the Board «ieir appointment and in accordance with statutory provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Schedule 1 Part D, of the SEB1 (Listing Obligations and Disclosure) Regulation, 2015 together with all/ any statutory amendment/modifications thereof, the nomination and remuneration policy of the Company is introducing which will regulate the function of the nomination and remuneration

committee of the Company.

The expression KMP shall have the same meaning as defined under the Companies Act, 2013. Semoi Management" means personnel of the Company who are members of its core management team excluding Board of Directors and comprising all members of management one level below the chief executive officer/ managing director/ whole time director/manager (including chief executive officer/manager in case they are not part of the board) and shall specifically include company secretary and chief financial officer.

This Policy has been approved by the Board of Directors of the Company on October 16,2023.

In case of any inconsistency between the provisions of law and the Policy, the provisions of the law shall prevail, and the Company shall abide by the applicable law.

The said policy is also available on the Company’s website URL: https://www.orientindia.in/investor

39. SECRETARIAL STANDARD:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors’ and 'General Meetings’, respectively, have been duly followed by the Company.

40. EMPLOYEE STOCK OPTION SCHEME:

Since the Company has not granted any stock options so far, the Company is not required to give any details in this regard.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, distributors, dealers during the period under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.