Orient FY24

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July 08, 2024

National Stock Exchange of India Limited BSE Limited


Exchange Plaza, 5th Floor, Phiroze Jeejeebhoy Towers
Plot No. C/1, G Block Fort, Dalal Street
Bandra Kurla Complex Mumbai – 400 001
Bandra (East), Mumbai 400 051

Symbol: ORIENTELEC Scrip Code: 541301

Sub: Notice of the 8th Annual General Meeting (‘AGM’) and Annual Report -2023-24

Dear Sir/ Madam,

In continuation of our earlier letter dated July 01, 2024 informing about the 8th Annual
General Meeting (‘AGM’) of Orient Electric Limited (the ‘Company’) scheduled to be held on
Thursday, August 01, 2024, at 3:30 p.m.(IST) through Video Conference (‘VC’) / Other Audio
Visual Means (‘OAVM’), to transact the business as set forth in the Notice of the AGM.

Pursuant to Regulation 34 and other provisions, as applicable, of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), Annual Report for the
financial year 2023-24, comprising Notice for the 8th AGM and Audited Financial Results of
the Company for the financial year 2023-24 alongwith Auditor’s Reports thereon, Director’s
Report, Business Responsibility and Sustainability Report and other reports required to be
annexed thereto, is enclosed herewith.

In compliance with the applicable provisions of the Companies Act, 2013 (the ‘Act’), rules
made thereunder, Listing Regulations and various circulars issued by the Ministry of
Corporate Affairs and SEBI, the Notice convening the 8th AGM along with Annual Report for
the financial year 2023-24 is being sent only through emails to all those shareholders whose
email addresses are registered with the Company/ Registrar & Share Transfer Agent /
Depository Participant(s).

Orient Electric Limited - a CK Birla Group Company CIN No.: L31100OR2016PLC025892


240, Okhla Industrial Estate, Phase III, New Delhi 110020, India Tel +91 11 40507000 Fax +91 11 40507004
Regd. Office: Unit VIII, Plot No.7, Bhoinagar, Bhubaneswar, Odisha 751012 investor@orientelectric.com www.orientelectric.com
Kindly note that the facility of casting votes by a member using remote e-Voting system
before the AGM as well as e-Voting during the AGM will be provided by NSDL. The remote e-
Voting facility would be available during the following period:

The remote e-voting period begins on Monday, July 29, 2024 at 09:00 A.M.
(IST)
The remote e-voting period end on Wednesday, July 31, 2024 at 05:00 P.M.
(IST)

You are requested to take the above information and enclosed documents on your record.

Thanking you,
For Orient Electric Limited
HITESH Digitally signed by HITESH
KUMAR JAIN

KUMAR JAIN Date: 2024.07.08 15:52:42


+05'30'

Hitesh Kumar Jain


Company Secretary
Encl.: as above
Technology
that cares
Annual Report 2023-24
FY 24,
Highlights
What's Technology that cares
J2,812 Crore
Revenue from Operations inside At Orient Electric, we have embarked on a transformation
11.2% YoY
journey to become the most customer-centric brand in
our industry. Our emphasis also extends to becoming the
employer of choice for a diverse and inclusive workforce.
J144 Crore 13
About This transformative journey depicts a major shift in our
EBITDA

35 Orient Electric
thought process, influencing how we design our products,
Building a
Future-ready
communicate their benefits and respond to market
J76.5 Crore Workplace trends. Our objective is to be the brand of choice and to
PAT
achieve this, we are offering aesthetically pleasing and
Corporate Overview
thoughtfully designed products that integrate seamlessly
About CK Birla Group 02 04 into the hectic lifestyles of today’s consumers. Further,
J4,120 Crore Chairman’s message 04
Chairman's
Message
Market Capitalisation as on
28th March 2024
Managing Director & CEO Message 06 we are enhancing our approach with an added layer
Financial performance
About Orient Electric
09
13
I am happy to share with you of care, focusing on driving purposeful innovation and
Taking bold strides towards the future 15
the commencement of our new
greenfield manufacturing plant
leveraging technology to make a positive impact on our
Delighting consumers with a
plethora of choices
19
in Hyderabad, which adheres to consumers' daily lives.
Industry 4.0 standards.
New Product Launches 20
Driving Market Success: Expanding 25
To view Annual Report 2023-24 online Reach, Elevating Engagement
Marketing Strategy and Initiatives 28
Building a Future-ready Workplace 35
Forward-looking statements Building a Robust Infrastructure for 40
Some information in this report may Technological Advancement Financial Statements
contain forward-looking statements which
include statements regarding Company’s Driving Financial Excellence for 42 Independent Auditor’s Report 169
expected financial position and results of Sustainable Shareholder Returns
Balance Sheet 180
operations, business plans and prospects
Environmental, Social and Governance 44
etc. and are generally identified by Statement of Profit and Loss 181
forward-looking words such as “believe,” Board of Directors 50
“plan,” “anticipate,” “continue,” “estimate,” Statement of Changes in Equity 182
Corporate Information 52
“expect,” “may,” “will” or other similar Cash Flow Statement 184
words. Forward-looking statements
are dependent on assumptions or basis Notes to the Financial Statements 186
underlying such statements. We have
chosen these assumptions or basis in Statutory Reports
good faith, and we believe that they
are reasonable in all material respects.
However, we caution that actual results,
Management Discussion and Analysis 54 Notice
performances or achievements could differ Report of Board of Directors 69
materially from those expressed or implied Notice of Annual General Meeting 249
in such forward- looking statements. We
Business Responsibility & 91
undertake no obligation to update or Sustainability Report
revise any forward- looking statement, Corporate Governance Report 140
whether as a result of new information,
future events, or otherwise. The usage
of the acronym ‘OEL’ has been made for
the purpose of addressing Orient Electric
Limited, across the chapters.
Tech n o lo gy th at cares
O rient Elect r ic L imited A n n u a l R ep or t 2023- 24 CORPORATE OVERVIEW

About CK Birla Group


The CK Birla Group continuously adapts National Engineering Industries Limited Our commitment to
The CK Birla Group, with a revenue of over US $3 billion, is an to stay ahead in a changing world. By (manufacturer of NBC Bearings), Orient our community
Indian multinational conglomerate. With over 35,000 employees, harnessing technology and investing Cement Limited, HIL Limited, Orient
in people and digital transformation, Electric Limited, CK Birla Healthcare The Trusts supported by the CK Birla
the group operates 52 manufacturing facilities across India and the Group consistently remains agile Private Limited (CK Birla Hospitals and Group engage in a range of activities
the world, with a presence in diverse sectors including technology, and delivers profitable growth. Viewing Birla Fertility & IVF), Orient Paper & and institutions, across the fields of
automotive, home and building, and healthcare. value creation through a global lens, our Industries Limited, AVTEC Limited, and healthcare, science & technology,
companies operate without borders. Neosym Industry Limited. education and art and culture.

The CK Birla Group companies include Our companies share a common purpose Our educational institutions include the
Birlasoft Limited, GMMCO Limited, of serving customers, partners and Birla Institute of Technology (BIT) in
communities to create long term value Mesra, Modern High School (MHS) and
through trust based relationships. Modern High School International (MHSI)
in Kolkata and Rukmani Birla Modern
High School in Jaipur.

The group also runs the G.P. Birla


Archaeological Astronomical and
Our group Scientific Research Institute, the BM Birla
Science Centre, the BM Birla Planetarium,
revenue
the GP Birla Centre and the Nirmala Birla

$3
Gallery of Modern Art.

The Trust hospitals run by the group


are CMRI (Calcutta Medical Research

billion and
Institute) and BM Birla Heart Research
Centre in Kolkata and Rukmani Birla
Hospital in Jaipur.

growing

Automotive Technology Home & Building Healthcare Education

02 03
Tech n o lo gy th at cares
O rient Elect r ic L imited A n n u a l R ep or t 2023- 24 CORPORATE OVERVIEW

Chairman's Message

Our prudent capital


allocation strategy
remains focused on Dear Shareholders,
investments in research
This year has been marked by success. These efforts also reflect our in research and development,
and development, extraordinary events impacting a pioneering commitment to shaping the technological advancements, and

technological significant portion of the global


population. Global inflationary trends
future of our industry. strategic initiatives. These efforts
lay a robust foundation for sustained
I am happy to share with you the
advancements, and and geopolitical conflicts are causing
supply chain disruptions and driving commencement of our new greenfield
long-term growth and reaffirm our
commitment to delivering first-to-
strategic initiatives. volatility in commodity prices. Despite manufacturing plant in Hyderabad,
which adheres to Industry 4.0
market products and solutions. At
these pressures and other global Orient Electric, caring for our consumers
These efforts lay a headwinds, macroeconomic indicators standards. This state-of-the-art facility is ingrained in our philosophy, and
for TPW and ceiling fans will enhance
robust foundation for for the Indian economy have been
positive. India has experienced overall our capability to deliver top-quality
we persistently strive to empower
them with solutions that cater to
products and enable us to better serve
sustained long-term economic growth and an upward trend
in consumer spending, leading to steady the market, especially in southern India.
their evolving needs and enhance
their daily lives.
growth and reaffirm urban demand for consumer durables.
We have been awarded the Great Place I extend my gratitude to our dedicated
our commitment to Despite a varying business environment, to Work (GPTW) certification for the team, partners, customers and
we have delivered robust growth fifth consecutive year, underscoring shareholders for the unwavering
delivering first-to- with improved gross margins on the our dedication to fostering a positive support and trust in Orient Electric. Your
and inclusive workplace culture.
market products back of continued investments in
our strategic drivers. Our impressive Talent diversification continues to be
confidence and partnership fuel our
progress, and we remain committed to
and solutions. growth this year in both our ECD and a cornerstone of our growth strategy,
allowing us to harness diverse expertise
delivering both value and growth.
Lighting and Switchgear segments
was driven by an improved product and drive innovation.
mix and cost reduction initiatives. Our Regards,
continued commitment to customer- As we look ahead, we are dedicated to
building a future-ready organization. CK Birla
centricity, innovation, technology and
Our prudent capital allocation strategy Chairman
adherence to sustainable business
practices form the cornerstone of our remains focused on investments

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Tech n o lo gy th at cares
O rient Elect r ic L imited A n n u a l R ep or t 2023- 24 CORPORATE OVERVIEW

Managing Director &


CEO Message

Dear Shareholders,

We believe our success is I am glad to share that your company’s continued Despite macroeconomic volatility in international business demonstrated In Step with Customer
a direct result of our deep efforts and investments in strategic growth areas have
enabled us to deliver a robust performance for the
different parts of the globe, the Indian
economy has remained buoyant, riding
a healthy growth despite geopolitical
uncertainty in some of our key markets.
Preferences
We believe our success is a direct result
understanding of evolving last fiscal year, with a healthy revenue growth and
improved gross margins. While navigating challenges
on stable policy reforms, infrastructural
improvements, and its growing popularity
We will continue to diversify our presence
geographically and build multiple categories
of our deep understanding of evolving
customer preferences. This understanding
customer preferences. from the BEE transition in fans and price erosion in
LED bulbs during the first half of the fiscal year, we
as a favourable investment destination.
India also continues to build on its
to grow this business.
has guided our efforts over the years,

This understanding has demonstrated resilience and gained significant traction


in the second half, culminating in a strong finish to the
growing popularity as a major global
manufacturing hub. The country, therefore,
Our Lighting and Switchgear business
sustained the momentum built over the last
as we expanded our product portfolios,
improved accessibility and availability, and

guided our efforts over year and setting the stage for sustained growth. stands at the cusp of new opportunities few years, reaching revenues of
H 829 Crore, with a 6.7% y-o-y increase.
elevated service standards. At the core of
our approach is leveraging technology to
– creating multiple avenues of growth for
the years, as we expanded companies like ours. Notably, our Lighting division delivered
steady performance across both B2B and B2C
ensure every interaction with our products
and services reflects our commitment
our product portfolios, The consumer durable market in India
continues to be attractive, driven by a
channels, with the B2B and B2G segment
emerging as strong growth drivers, buoyed
to the highest levels of customer
satisfaction and delight.
improved accessibility and combination of rising disposable incomes, by the government’s enhanced emphasis
urbanisation, and an increasing desire on infrastructure and real estate. Our Customer-Centric Product
availability, and elevated for modern, convenient living. As urban B2B channel, encompassing Professional Innovation
centers expand and consumer preferences Luminaries and Facade Lighting, delivered
service standards. At the evolve, there is a noticeable shift towards an impressive double-digit year-on-year Our relentless focus on developing
high-quality, technologically advanced growth in FY24. Our entry into the promising innovative, high-quality products catering
core of our approach is products that enhance daily lives. This trend wires & cables segment with the introduction to the evolving customer needs has been
has been particularly beneficial for us, as of electrical house wires, has received pivotal to our success. We introduced
leveraging technology to our strategic focus on customer-centric positive traction among trade partners and a number of new products across our
categories during the year under review.
ensure every interaction innovation aligns perfectly with this shift. influencers, thereby propelling the growth of
the switchgear portfolio. In Lighting, we introduced new value-

with our products and Performance Overview Our financial performance for the year
added products in the consumer luminaires
segment, such as COB, downlighters, and

services reflects our In the past fiscal year, the Company


recorded an operational revenue of
demonstrates significant growth and
resilience amidst challenging conditions.
panels, to address market price erosion. We
also expanded our professional luminaires
commitment to the H 2812.1 Crore, reporting a growth of 11.2%
in comparison to the previous year. Our
Along with a healthy revenue growth,
our gross margin improved by 253 bps
range with new products for tunnel, border,
warehouse and national highway lighting,
highest levels of customer gross margin stood at 30.4% and revenue
from Electrical Consumer Durables (ECD)
y-o-y (30.4%), on the back of a favourable
product mix and price adjustments. Our
ensuring we meet diverse customer
needs across various sectors. In Fans, we
satisfaction and delight. segment touched H 1983 Crore, a year-on-
year improvement of 13.2%, primarily driven
Working Capital Cycle, improved to 16
days in H2 FY24 compared to 24 days
augmented our energy saving BLDC Pro
fans range with premium and mid-premium
by the growing demand for premium and in the previous year. Also, our healthy models in multiple designs and across price
energy efficient products. cash generation and comfortable liquidity points. With features like IoT controls, 50%
position enabled prudent capital allocation energy saving BLDC motor, and integrated
Our thrust on strengthening the Direct- strategies, driving our ability to pursue lighting, these fans represent a leap forward
To-Market (DTM) distribution model growth opportunities and enhancing in technology, design, and energy efficiency.
added impetus to the Fans business. shareholder value. We executed a total In Appliances, we expanded our already
This strategic pivot has yielded positive Capex of H 182 Crore in FY24, reinforcing extensive lineup of air coolers with addition
results, as evidenced by increased market our commitment to sustained growth and of new high-capacity models across Desert
share and a 65% y-o-y revenue growth operational excellence. and Commercial categories.
in DTM states. Looking ahead, sustained
Our research and development efforts
investments aimed at fortifying the breadth
continue to be a cornerstone of our
and depth of our distribution network are
consumer-centric strategy. To stay ahead
set to strengthen our market presence
of market trends, we continuously refresh
further. Additionally, we plan to leverage
our product portfolio, ensuring it aligns
insights gained from DTM markets to
with evolving consumer preferences.
optimise operations in other regions. Our
This approach fuels a steady stream of

06 07
Tech n o lo gy th at cares
O rient Elect r ic L imited A n n u a l R ep or t 2023- 24 CORPORATE OVERVIEW

Key Financial Highlights

innovation, keeping our offerings both platform itself. These strategic investments innovate and thrive in a competitive market
relevant and competitive. underscore our commitment to bringing environment. We are confident that our
Revenue from Operations (H crore) EBITDA (H crore)
our brand closer to customers and ensuring consumer-focused approach to new product
Customer Service Enhancement seamless accessibility to our products development will not only help us to meet

During the year, we continued to invest in


our service infrastructure to ensure prompt,
across various channels. evolving consumer demands but also reinforce
our position as a leader in the Indian consumer 2,812 144
Nation-Building Projects electricals space.
efficient, and responsive support. We
launched a slew of new service initiatives, We have successfully executed high-visibility Our strategic investments towards capacity
such as “8-8-88” and “Service Karwaan” projects, such as the Srinagar Smart City, building, including the establishment of a
to offer seamless assistance to our valued Ganga Patna Setu Bridge, Sudarshan Setu, new greenfield manufacturing plant for
customers and trade partners. These efforts and Mumbai Metro Rail Corporation, using fans in Hyderabad and the introduction
significantly improved our after-sales our facade lighting and streetlights. As of a new production line for Switchgears,
service and reinforced our commitment to a prominent player in the field of facade are anticipated to support our growth

2062

2033

2448

2529

2,812
customer service excellence. We actively lighting, we are actively collaborating with objectives. Our Hyderabad facility,

220

231

144
176

151
listen to our customers through various government bodies nationwide to illuminate adhering to Industry 4.0 standards,
channels like WhatsApp, social media, and iconic buildings and sites. I feel proud to say boasts automated assembly and packing
emails and address their feedback and that we are among the few Indian lighting lines, material transfer systems, and FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24
concerns. Additionally, we have dedicated brands who have successfully developed a state-of-the-art paint shop. Through
apps for our dealers and service technicians design competencies for such complex the integration of robotics and cloud
which facilitate efficient issue resolution. projects which require superior technical computing, we have revitalized traditional
expertise, aesthetic design sensibility, manufacturing processes, paving the way
PAT (H crore) RoCE (in %)
Expanding and project execution capabilities. Our for consistent quality and remarkable
Distribution and Reach continued focus on business-to-business productivity enhancements.

Our strategic decision to adopt a direct-to-


(B2B) and business-to-government (B2G)
segments, particularly in professional We recognise the importance of investing 76.5 15.28
market (DTM) approach in specific states is luminaires, is aiding the overall growth of our in our people to build a future-ready
yielding significant results, evident from the Lighting business. organization. Our continuous efforts
consistent market share growth. Leveraging are directed towards fostering a high-
insights gained from DTM markets, we are Community Initiatives performance culture where everyone
effectively implementing learnings across has the opportunity to learn, grow, and
other states where we collaborate with Continuing our commitment to community thrive. By creating an environment that
our distribution partners. This adaptive development, we launched ‘Ujjwal’, a encourages innovation, collaboration, and
approach ensures that our strategies comprehensive upskilling program for continuous improvement, we empower

30.60

38.80

34.20

20.90
remain agile and responsive to varying electricians. Through this NSDC-certified our workforce to drive the company’s

76.5
127

15.28
119
79

76
market dynamics, driving sustained growth program, we have upskilled more than success. The unique perspectives that come
across all territories. During the year, we 5000 electricians nationwide during from our diverse talent foster innovation,
also intensified our efforts in modern trade FY24, providing them with the ‘Skill India’ while our commitment to continuous FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24
and large format retail (LFR) and deepened certification on successful completion of learning and development ensures we
partnerships with prominent chains such training. We also furthered our efforts remain competitive and adaptive in a
as Croma, Reliance, Vijay Sales, Vishal for the holistic development of the rapidly evolving market.
Megamart, among others. two girls’ schools we have adopted in (In Times) (in H)
Debt Equity Ratio Fixed Asset Turnover Ratio
Faridabad, Haryana. I remain thankful to our esteemed
Building New shareholders and diverse stakeholders
Channels of Distribution Moving Ahead with Strength
and Agility
for their continued trust and support. I am
also deeply thankful to our talented team,
0.03 7.42
Our digital business has seen a high double- whose dedication, teamwork, and resilience
digit growth in revenue, with e-commerce As we move ahead, our focus remains on empower us to achieve our organizational
channels continuing to gain a larger share driving growth through consumer-centric goals. As we steer the Company towards
of our business. To support the growth of innovation and building a future-ready new horizons of growth and market
our digital business, we will continue to organisation. Our strategic priorities are leadership, we are actively shaping an agile
improve our product market fit along with centred around realising the growth potential and future-ready organisation.
sharply targeted marketing investments of the organisation, enhancing operational
on e-commerce platforms. We have also efficiencies, and fulfilling evolving customer

14.63

10.93
13.07
14.11

7.42
0.03

0.03
0.27

0.03
launched our direct-to-consumer portal, requirements with innovative solutions

0.02
Regards,
enabling consumers to access detailed that add convenience to their everyday
information about our products and make life. Our relentless focus on strengthening Ravindra Singh Negi
purchases conveniently through the our R&D capabilities reflects our resolve to FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24
Managing Director & CEO

08 09
Elevating lifestyles with
convenient home solutions

With ever-evolving consumer


expectations, we focus on delivering
thoughtful solutions that make life
simpler and more convenient. Our
commitment to innovation ensures
each product delivers superior value
and genuine delight.

We aspire to elevate We continue to build on


the quality of life of our our legacy by adapting to
customers consistently. In industry trends and creating
keeping with this objective, value for our stakeholders
we remain focused on in more ways than one. At
understanding the evolving Orient Electric, we foster
needs of our consumers. a culture of innovation,
Through consistent product enhance consumer touch
innovation, we ensure points and deliver superior
that we are providing our customer experiences.
consumers with greater
comfort and convenience.
Tech n o lo gy th at cares
O rient Elect r ic L imited A n n u a l R ep or t 2023- 24 CORPORATE OVERVIEW

About Orient Electric

With seven decades of experience, at


Orient Electric, we have established
Over time, we have fortified our
core competencies by enhancing our 1,35,000+
ourselves as one of the leading electrical manufacturing capabilities, expanding Retail Outlets

A Heritage Brand, Still? consumer brands in the industry. Our


wide product portfolio, including fans,
lighting solutions, home appliances,
our distribution network, refining our
after-sales services and diversifying our
product portfolio. These efforts have 450+
switchgear and other electrical been pivotal in shaping a consumer- Cities
accessories, are ushering in an enriching centric brand. Additionally, we have

30+
experience for our consumers. recorded significant market growth in
India and are establishing leadership in
Yes, but with a contemporary exports, operating in over 30 countries. Countries

edge—combining our storied past


with a forward-thinking approach
to create thoughtful, modern
solutions for today’s consumers. Vision Mission
Spreading Happiness by Smart We are a leading Indian electrical brand with significant global
Application of Technology presence. We are focused on making customers happy by
consistently providing smart electrical solutions through innovation,
world-class manufacturing practices, knowledgeable and customer-
oriented distribution network, highly responsive after sales service
and engaged employees

Our Values

Excellence Integrity Collaboration

We are committed to We are credible, We act in accordance


the highest standards we do what we say. to our roles and
of professional responsibilities.
ethics and honesty

Trust Care

We are accountable We speak up


for both our successes openly without fear.
and failures and do
not allocate blame.

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Tech n o lo gy th at cares
O rient Elect r ic L imited A n n u a l R ep or t 2023- 24 CORPORATE OVERVIEW

Taking bold strides towards the future

Our steadfast commitment to excellence overarching objective has always been of market trends, offering solutions that
in manufacturing, R&D, and design at to seamlessly integrate technology are both relevant and future ready.
Orient Electric ensures we remain at into our product line. To this end, we

Innovating for Consumer the forefront of innovation, delivering


products with superior value propositions
continuously align our R&D efforts with
the latest market trends; this approach
Sustained focus on
Research and Development

Delight. Always!
to our customers. We actively identify enables us to consistently refine and
and address consumer needs, bringing expand our portfolio. R&D is the cornerstone of our
technologically advanced, first-to- manufacturing excellence. Our dedicated
market products that are designed Commitment to consumer- R&D team relentlessly pursues innovative
with the consumer in mind. To further solutions to meet the evolving needs of
Driven by a deep understanding enhance the design and functionality
centric innovation
our customers. We conitnously invest in
of our offerings, we have established state-of-the-art laboratories and testing
of our consumers, we leverage our an Innovation Centre and a state-of-
Operating in a dynamic sector with
rapidly evolving consumer preferences, facilities, enabling our team to experiment

strong manufacturing and R&D


the-art Design Studio at our Faridabad innovation emerges as the essential with new materials, technologies, and
plant. Moreover, we have recently ingredient for our long-term growth. designs. This proactive approach allows

capabilities to deliver innovative and established a new, state-of-the-art


greenfield manufacturing facility in
We place our customers at the heart of
our innovation process. By leveraging
us to continuously enhance our product
portfolio and offer a differentiated value

thoughtfully designed products. Hyderabad to enhance our capability


to produce superior quality, best-in-
insights gathered from consumer
surveys and real-time feedback, we
proposition to our consumers. The results
of our R&D efforts are evident in many
class products at competitive costs. Its ensure that our product development groundbreaking innovations such as
strategic location not only enhances our strategies are finely tuned to meet Aeroseries fans and health-centric EyeLuv
ability to efficiently serve the South and diverse and changing consumer needs. LED lights. From smarter home appliances
Western markets but also facilitates our Our commitment to innovation goes to more efficient lighting solutions, our
expansion into overseas geographies. beyond mere product improvement; it products reflect our commitment to
is about creating market-first solutions technological advancement and customer
that significantly uplift the consumer satisfaction. Investing in R&D not only helps
Our manufacturing capabilities
experience. Integrating advanced us gain a competitive edge but also drives
At OEL, we are committed to technology into our products, we aim long-term productivity and profitability. By
manufacturing excellence and investing to enhance the everyday lives of our continuously improving and innovating, we
in technology, infrastructure and consumers. Our continuous drive for ensure that our products remain relevant
talent to stay ahead of the curve. To innovation ensures that we stay ahead and our operations efficient.
achieve this, we maintain a sharp
focus on R&D and manufacturing
and supplier capabilities, constantly
striving to innovate and improve
our product offerings. Our state-of-
the-art manufacturing facilities at
Noida, Faridabad, Kolkata and now
Hyderabad are equipped with the latest
technologies, allowing us to maintain
high standards of quality.

Our innovative strategies


Operating in a dynamic sector with
rapidly evolving consumer preferences,
innovation emerges as the essential
ingredient for our long-term growth. We
ensure that all our product innovation
strategies are crafted based on the
insights received from surveys to
meet diverse customer needs . Our

14 15
Tech n o lo gy th at cares
O rient Elect r ic L imited A n n u a l R ep or t 2023- 24 CORPORATE OVERVIEW

Ahead in the Technology Curve Automated Paint Shop Automated Material Transfer Automated Blade Riveting and
Segregation
Our strengths The advent of Industry 4.0 and Our automated paint shop will Material handling within our factory
automation signifies a fundamental manufacture both powder and liquid will be managed by Autonomous Our factory features advanced
shift with profound implications for coatings, ensuring consistent quality Mobile Robots (AMRs), without human automated blade riveting and
and significantly improving the fit, supervision. The AMRs facilitate the segregation systems, ensuring precise
the industry in which we operate. At
feel, and finish of our products. This efficient transfer of materials, including and efficient assembly of components.
OEL, our focus extends beyond merely
automated system eliminates human finished goods, to the warehouse floor.
Advanced Innovation Centre In-House Capability Building staying abreast of these technological
exposure to hazardous chemicals, thereby
advancements; rather, we integrate them enhancing workplace safety.
Our state-of-the-art innovation We have built strong in-house
into every facet of our operations.
centre is equipped with top-tier capabilities across various stages
infrastructure, featuring advanced of the product lifecycle, including Automated Assembly Line Automated Packing Line Sustainability
research labs and accredited testing industrial design, engineering design, Hyderabad plant:
Our factory’s assembly line features Our automated packing line are designed Our factory places a strong emphasis
centres. This facility, accredited prototyping, testing and validation. Setting new standards
cutting-edge technology, achieving to perform tasks including palletizing, box on sustainability, with dedicated green
by NABL, promotes collaboration, advancement across all our offerings. We have recently commenced spaces throughout the premises. The
lower cycle times and enhanced forming, tapping and strapping.
experimentation and the In lighting, we have an established commercial operations at our newly facility maximises the use of natural
productivity. This automation will
development of innovative solutions. competence center for electronics, established manufacturing plant in light, reducing dependency on artificial
help improve product quality and
focusing on the design of drivers and Hyderabad, Telangana. Adhering to lighting, and employs motion sensor
increase worker safety.
PCBs for LED products. Industry 4.0 standards, it features lights to optimize electricity usage.
Additionally, the factory features ETP-
advanced automation technologies
STP-WTP systems to reuse water and
designed to enhance productivity and
treat waste, highlighting our commitment
efficiency while maintaining stringent to environmental stewardship.
safety and environmental standards. This
State-of-the-Art Design Studio In-House Prototyping Lab
plant represents a significant milestone
Our design studio, equipped Our in-house prototyping lab reduces in our growth strategy, enabling us
with advanced machinery, turnaround time and accelerates the to produce top-notch quality products
enhances our design capabilities. iterative design process. This facility at competitive costs. Strategically
It empowers our designers to allows us to quickly validate and located, the Hyderabad facility allows
innovate, explore new concepts and refine product concepts, leading to us to leverage our proximity to the
develop unique designs. faster go-to-market. southern and western regions of India,
enhancing our ability to serve these
key markets with greater efficiency.
Additionally, the advanced automation
and state-of-the-art technology will
enable us to develop superior quality
products for international markets,
aiding our international business.
With this new facility, we are not only
boosting our production capabilities
but also reinforcing our dedication
to delivering exceptional products
and value to our customers, both
domestically and globally.

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Delighting consumers
with a plethora of choices

Driving Technological
Excellence in Lighting
With consumers becoming increasingly technology-savvy, staying abreast
Our manufacturing expertise in lighting of emerging technologies and market trends is paramount.
is underpinned by advanced design and
robust R&D capabilities in both B2C and
B2B segments. We have an established
Our deep understanding of consumer preferences, combined with our
competence centre which has helped us commitment to R&D and innovation, empowers us to consistently deliver
to improve our product reliability and superior value to our consumers. Our approach revolves around offering
cost efficiency while also enabling us to
develop tailor-made products to meet technologically advanced and thoughtfully designed products and solutions
specific requirements. With specialized that cater to their evolving needs.
expertise in design of advanced facade
lighting and smart lighting solutions, we
deliver products that harmoniously blend
cutting-edge technology with aesthetic Consumer insights driven New
appeal. Furthermore, our strong R&D Product Development
capabilities drive continuous innovation,
keeping us at the forefront of lighting
technology and product development. Central to our innovation strategy is 125L, Avante 105L and Titan 100L in desert City, Ganga Patna Setu Bridge, Sudarshan
the integration of consumer insights cooler category and Maxochill 100L in Setu, and Mumbai Metro Rail Corporation.
into new product development. commercial cooler category. These coolers
Through extensive market research and come equipped with fan blades with Aero The introductions of new products across
surveys, we gain deep insights into the Fan technology which ensures an impressive categories have been pivotal in driving
preferences and behaviours of new-age and longer air throw of up to 60-feet. From our growth for FY24. These additions
Smarter LED lights: Innovative Solutions for Our Customers New line for MCBs have enriched our product portfolio,
consumers, and utilize real-time feedback plastic to metal coolers and commercial to
at Noida plant from customers on our new product industrial air coolers, we offer a wide range ensuring a healthy mix that caters
Advanced IoT-Based Outdoor LED Lighting effectively to diverse consumer needs
launches. This data-driven approach of cooling solutions catering to diverse needs
We have developed a state-of-the-art street Besides the new ensures that our products resonate with and usage environments. and market demands. With a steadfast
light controller module that uses 3G 4G, nb-IoT manufacturing facility at our target audience, offering solutions commitment to understanding consumer
and RF technology for real-time communication that are not only functional but also align In lighting, we strengthened our needs and leveraging our strengths in
Hyderabad, we have added
with centralised cloud platforms. These smart with evolving lifestyle and technological product portfolio in both consumer and R&D and manufacturing, we will continue
a new line for MCBs at our
trends. During FY24, we introduced professional luminaires. Taking into to evolve our product offerings to meet
streetlights are equipped with sensors and Switchgears plant in Noida,
a number of new products across our consideration the market price erosion, and exceed consumer expectations.
controllers that automate functions, including equipped with state-of-the-
categories. Following the BEE transition we launched new value-added products
on off scheduling, dimming and fault detection, art automatic calibration and
and the growing demand for energy- like COB, downlighters, and panels in Superior price-value proposition
making them highly efficient especially with the verification line for MCBs. consumer luminaires. Additionally, our
efficient fans, we expanded our energy
integration of cutting-edge IoT technology. Supported by a fully equipped professional luminaires range has been Our approach to product development is
saving BLDC fans range with new models
R&D center, this enhancement expanded to include new solutions for grounded in providing a superior price-value
in premium and mid-premium segments.
strengthens the company’s tunnel, border, warehouse, and national proposition to our consumers. By optimising
Equipped with features such as IoT
highway lighting applications. Our our manufacturing processes and supply
capability to develop controls, integrated lighting, and reverse
strategic focus on B2B lighting segment chain efficiencies, we ensure that our
Implementation technologically advanced, rotation, these fans align with the
over the past couple of years has started products not only meet high-quality standards
industry-leading products. consumers’ desire for smart, stylish, and
Our smart lighting solutions are currently undergoing rigorous testing and refinement to yield results. We have gained strong but also remain competitively priced in
technologically advanced solutions.
before deployment. Once these tests are successful, we will roll out large-scale traction in this space, marked by a the market. We have also institutionalised
deployments in collaboration with local authorities to ensure their seamless In the air cooler category, we have significant increase in enquiries and a cost-saving initiatives through Centres of
integration into city grids. introduced high-capacity models tailored robust order book for our professional Excellence to enhance efficiency and build
for Desert and Commercial applications, luminaries. Additionally, we have made economies of scale for pricing the product
These lighting systems will transform urban living by enhancing visibility, safety targeting larger spaces that require notable strides in facade lighting, right. This enables us to deliver maximum
and energy efficiency. Real-time monitoring and predictive maintenance will reduce enhanced cooling capabilities. Some of the underscored by successful execution of value to our customers without compromising
new models launched included Smartchill prestigious projects like Srinagar Smart on performance or reliability.
downtime and operational costs, making cities smarter and more efficient.

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New Product Launches

Technologically advanced BLDC fans with new-age designs and finishes Stylish and technologically advanced water heaters for modern spaces

Ecotech Prime i-Falcon with Remote Jazz BLDC Wendy BLDC Aura Instant Pro Aura Rapid Pro Calidus Pro Enamour Classic Neo

Further enhanced our fan offerings across categories

Enamour Classic Pro Orient EVA Cronos Pro / Smart Ecoswift Pro

Compact yet powerful mixer grinders for effortless cooking


Subaris with Remote Mozart Falcon Speedstar Desk 25

Ultra Blend Smart Blend Geenie Power Blend


Wall 47 Wall 44 Heavy Duty Exhaust Thunderstorm Pro

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Kitchen appliances to simplify your daily cooking

Rainbow Panel Prism Surface Flexi Spot K Type


Square COB Downlighter Light Wall light

Cooksmart ICT Sizzle POWERHOT Electric Kettle

Superior quality, heavy weight dry irons for effortless ironing

Emergency Crescent Prism Surface LED Flood


Lantern Lamp Emergency Desk Lamp COB Downlighter Light Razor

Lyvi Gusto Decorative lights to add sparkle to festivities

Multiple products launched across consumer and professional luminaires

Joylite Curtain Diya Joylite Curtain Mannat Ball Joylite Kuber Yantra Swastik Joylite Golden Toran

Rainbow COB Downlighter Ranger Dual Prism Twist COB Downlighter Prism Deep Downlighter

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Driving Market Success: Expanding Reach, Elevating Engagement

Expanding our distribution


We are strategically diversifying and generate tangible benefits in terms Blinkit, responding to the increasing
expanding our sales channels to align of revenue growth and market share, demand for swift delivery services in a
Scaling Up and Staying with evolving consumer buying behaviour,
aiming to enhance our market reach,
solidifying our position in key markets
and fostering stronger relationships
rapidly evolving market. Simultaneously,
significant improvements in our supply

Connected, How? capture greater market share, and


achieve a competitive advantage. Our
with our customers. chain have ensured seamless operations
and elevated overall customer experience.
implementation of direct-to-market (DTM) As we advance our Direct-to-Market
Driving accessibility and
distribution approach in fans in select strategy, an efficient supply chain
convenience through Digital
By diversifying sales channels, states has yielded significant success,
evidenced by consistent market share Our digital business has experienced
network will play a crucial role.
We also launched our direct-to-consumer
advancing our digital footprint, growth. We are also leveraging the
insights gained to inform our strategies
robust revenue growth, with e-commerce
channels playing an increasingly
(D2C) portal, which enables customers
to access more information about our
delivering exceptional after-sales in other states where we work with
distribution partners. Our focus remains
significant role. Throughout the year
under review, we intensified our efforts
products, helping them make an informed
buying decision. This platform gives us full
service, and employing a customer- on improved retail visibility and ensuring
that the brand is available at most outlets.
to strengthen our presence and scale all
our categories on e-commerce platforms.
control over how we present our brand
and products and allows us to engage
centric marketing approach. In line with this, we also enhanced our
focus on large format retail (LFR) and
Our goal is not only to drive revenue
growth but also to foster deeper customer
directly with customers, enhancing
engagement through personalised
partnered with leading retail chains like relationships. Additionally, we focused
communication and targeted marketing.
Croma, Reliance, Vijay Sales, and Vishal on key account management, fostering
Our focus remains on expanding our
Megamart during the year under review. deeper engagement with platforms like
reach and optimising interactions across
Our focus is to expand sales channels Amazon and Flipkart. During the year,
all touchpoints to foster engagement,
across our categories. Going forward, we also ventured into quick commerce
enhance accessibility, and deliver
we anticipate these efforts will not only with partners like Swiggy Instamart and
unparalleled convenience.

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Delivering Superior After-Sales Service

We have established a robust after-sales service network aimed at swiftly resolving customer issues, thus fostering trust and Service Excellence through advanced interactions, expedite response times, of online platforms, including social
loyalty. Our commitment to delivering exceptional customer service, timely technical support, and flawless service execution forms CRM, ORM and Service Networks and streamline operations. Alongside media, review sites, and forums, to track
the cornerstone of our operations. To ensure accessibility and convenience, our initiatives prioritize prompt problem resolution and email assistance as an alternative customer feedback and sentiments. In
Our robust tech-driven Customer
proactive communication across multiple channels. Also, we offer extensive training and development programs for our frontline support channel, WhatsApp for Business addition, during the year, we established
Relationship Management (CRM)
personnel, enhancing their communication skills and knowledge to effectively meet customer needs. Furthermore, our call centers facilitates seamless customer outreach a direct Authorized Service Centre
systems underscore our commitment
are equipped with advanced dialler management systems, enabling our trained agents to handle calls promptly and effectively, and rapid responses, enhancing (ASC) network strategically located for
to real-time monitoring and prompt
thereby improving our First-Time Resolution (FTR) rates. comprehensive support across various our Fans markets. This initiative has
resolution of customer concerns. These
communication platforms. We have significantly improved our response
systems optimize workflows, ensuring
implemented a comprehensive Online capabilities, providing prompt assistance
efficient management of customer
Reputation Management (ORM) strategy to the customers.
8-8-88 Winter data, interactions, and personalized
services. We diligently monitor customer
which involves continuous monitoring

Care Program

The service initiative ‘8 Hours, 8 Cities, 88 Days’ (8-8-88) was introduced as part of our Winter Care Program,
aimed at elevating service standards and enhancing customer satisfaction. This program specifically targeted
improvements in service delivery for water heaters and room heaters in selected cities across India.

8 Hours:
Lightning-fast service call completion within 8 hours of logging

8 Cities:
Delhi, Noida, Ghaziabad, Lucknow, Amritsar, Chandigarh, Patna, Kolkata

88 Days:
4th December 2023 to 29th February 2024

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Marketing Strategy and Initiatives


Integrated marketing Bolstering new channels
approach of growth

The marketing strategy at OEL is crafted around a customer-centric approach, aimed at driving growth, Our marketing strategy seamlessly Given the fact that a majority of website during the review year. This
increasing visibility, and nurturing strong customer relationships. Our marketing mix is strategically designed integrates offline and online efforts to consumer decision journeys start online platform is being continuously optimized
to build consideration for our product portfolio as well as drive point-of-sale effectiveness through both create a cohesive brand experience. This today, we have significantly increased with best SEO practices to boost search
digital channels and physical retail environments. holistic approach allows us to reach our our on-platform spending across engine visibility and attract organic
diverse audience effectively, enhancing major online marketplaces, including traffic. We curate engaging content
engagement and fostering lasting Amazon and Flipkart, to connect with like blogs and videos to educate and
connections. We craft our marketing this new-age consumer. This strategic engage customers, while personalized
Driving growth across categories campaigns to ensure consistent move is aimed at enhancing our product email campaigns nurture leads and drive
messaging across all touchpoints, from visibility, expanding customer reach, repeat purchases. Our D2C site also
television and print media to social media and driving sales effectively in a serves as a showcase for our extensive
Our marketing efforts are directed These campaigns were further Deepening our engagement with our platforms and online advertisements. competitive digital landscape. We employ product range and facilitates seamless
at driving growth across our product complemented by hyperlocal activations, channel partners is crucial for us and While TV remains pivotal for broad reach, targeted digital advertising across new product launches, ensuring a
categories including fans, lighting, home market storming and deployment so we regularly share with them new we are now allocating over 25% of our platforms like Google and social media comprehensive and enriching shopping
appliances, switches and switchgears. of engaging point-of-sale materials, product launches, schemes and offers, total budget to digital. Recognising the to attract and convert customers. We experience for our customers.
Our aim is to enhance market presence, generating heightened customer and other relevant information in both digital-first customer journey, we utilize also leverage influencer partnerships
engage our diverse consumer base, interest and engagement. Additionally, static and video formats. This ensures a blend of TV, CTV, Meta platforms, and to promote our select products and We are also placing a significant
and elevate brand visibility across all leveraging shopper insights, we optimize our dealers and retailers stay informed OTT for extensive top-of-the-funnel drive conversions. An important aspect emphasis on our large format retail
our touchpoints. During the year, we our on-ground activations to ensure and engaged, equipped with the latest reach. Investments in search advertising of our e-commerce strategy is creating business where we continue to support
executed impactful campaigns across improved visibility and engagement. Our updates to effectively promote and sell on Google, Amazon, and Flipkart informative and engaging content that by increasing product visibility and
ATL, BTL, print, digital, and experiential steadfast marketing efforts in Direct- our products. In lighting and switchgears, target customers actively seeking our empowers customers with valuable engagement. We achieve this by training
platforms, capturing our audience’s To-Market (DTM) states have translated we actively engage with architects products. E-commerce is integral to the product information, ultimately aiding our ISDs (In-Store Demonstrators)
attention, boosting brand awareness, into an impressive 65% year-over- and electricians, who are the category customer journey, and so we’re using informed purchase decisions. As part of effectively, ensuring our products are
and driving business growth in year revenue growth, reflecting the influencers, to drive brand advocacy. various digital channels including social our commitment to enhancing consumer well-represented and enhancing sales
respective categories. effectiveness of our targeted approach in commerce and DSPs to target younger touchpoints and elevating customer while building strong partnerships
these geographies. audiences and women. experience, we launched our D2C with retail chains.

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Driving Excellence with Key campaigns


Insights
Our campaigns begin with a thorough analysis Future Of Fans already here, with the premium Orient
Customer centricity guides everything at of consumer insights, including market trends,
Pata nahin cricket ka future kaisa hoga, BLDC Pro fans. These fans represent
OEL, from product development to marketing consumer pain points, and preferences. Using
par fans ka future pata hai! a leap forward in technology, design,
strategies, and so we rely heavily on consumer these insights, we craft holistic marketing
and energy efficiency. The TVC, which
insights. Through consumer surveys and strategies aimed at reaching our customers most The FutureOfFans campaign stemmed
was been done in eight languages to
data analysis, we delve deep into consumer effectively. An essential part of our planning out of our desire to reimagine fans
resonate with different audiences,
purchasing behaviours and their preferences and execution involves closely monitoring our in context of modern homes. The TV
was strongly flanked by print, digital,
and feedback to form our strategies. This deep progress. We track key performance indicators commercial, featuring brand ambassador
and OOH. The campaign resonated
understanding is conitnously enabling us to (KPIs) to assess how well our campaigns are MS Dhoni in a never-seen-before avatar,
with audiences, sparking interest in
expand our product portfolio across categories to working and use this data to make informed ingeniously used a futuristic narrative
our BLDC Pro fans.
ensure availability in a wide range of designs and decisions for continuous optimization. to assert that the future of fans is
price points, catering to the diverse preferences
of our consumers. Furthermore, these insights
help us to develop and deliver effective
marketing campaigns that resonate with our
target audiences, allowing us to communicate our
products’ unique value propositions and ensuring
our messages are both relatable and compelling.
By strategically aligning our marketing initiatives
with consumer preferences and market trends,
we continue to grow our customer base, increase
market share, and strengthen our position
as a market leader.

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Lightstallations Festive campaign

Illuminated iconic buildings across India in through controllers. We proudly refer to these Izzatnagar Railway Station, Bareilly Diwali ki raunak tab chhayegi, jab har
Tricolour for Independence Day beautifully lit structures as ‘Lightstallations’. ghar se roshni aayegi
Main Gate, Shanti Stupa, and the
Building on our #OrientLightsUpIndia initiative, Srinagar Smart City gate of Mahabodhi International Diwali symbolizes the celebration of
we illuminated a number of landmark buildings Meditation Centre (Leh) bonds and the essence of togetherness.
Ganga Patna Setu Bridge
and sites across India in Tricolour in celebration This formed the basis of our festive
Sudarshan Setu Ambhora Bridge, Nagpur
of India’s 77th Independence Day. We used campaign. Our TVC beautifully
our indigenously developed Façade lighting Our capability to deliver exceptional projects is showcased MS Dhoni illuminating
Mumbai Metro Rail Corporation
to illuminate these buildings, with the option fuelling traction in our façade lighting business every house in his cherished, old
to program lighting levels, colours, and effects ONGC Headquarters, New Delhi and garnering interest from government neighbourhood with the resplendent
bodies nationwide. glow of made-in-India Orient Joylite
festive lights, echoing the message
that the true essence of Diwali is only
complete when we illuminate every
home and heart. The campaign struck a
chord with audiences across the country.
The 4-week long campaign covered TV,
print, digital, and social media.

Ambhora Bridge, Nagpur Arts Emporium, Srinagar

Sudarshan Setu, Gujarat Leh Main Gate

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Building a Future-ready Workplace

With a firm belief that our success is rooted


in our people, at OEL, we are committed
to building a future-ready workforce that

Building a Future-Ready is diverse, agile, and resilient. To achieve


this, we remain focused on attracting
high-calibre talent and building enduring

Workforce, How? capabilities, preparing our people for


current and future opportunities

Attracting High Caliber Talent


By investing in new organisational At the core of every customer-first of women employees and witnessed a retail (LFR), we have strengthened sales
capabilities, prioritising upskilling and organisation lies a talented team. five-fold increase in women in service and account management capabilities.
A diverse talent pool enriches our roles. Notably, women now comprise Significant efforts have gone into
reskilling, and building robust talent perspective, bringing valuable outside 30% of our leadership roles, underscoring optimising the delivery organisation for
insights, driving strategic capability our dedication to fostering diversity and our wires business. These initiatives
pipelines for the future. development. During the year under inclusion across the organisation. reflect our commitment to building
review, we made significant investments resilient teams to drive sustained growth
not only to enhance our capabilities Building New Organizational across our businesses.
but also to cultivate a high-calibre, Capabilities
diverse talent pool. Nurturing Future Leaders – Orient
As part of our ongoing journey of
Campus Program
transformation and growth, we remain
Diversity of Talent steadfast in our commitment to investing Our campus recruitment program
We believe that a more diverse and in new organisational capabilities and for Management Trainees (MT) and
inclusive workforce, particularly building robust talent pipelines for the Graduate Engineer Trainees (GET)
with more women in the right roles, future. This year, we made significant has been pivotal in attracting and
creates an environment critical to our strides in these areas, ensuring that onboarding talented young individuals
long-term business success. In our we are well-positioned to meet the from top-tier educational institutions,
industry, diversity brings a breadth of evolving demands of the market and who will be instrumental in driving
perspectives essential for understanding maintain our competitive edge. In our our growth journey. Our leadership
diverse consumer needs and ensures DTM operations for fans, we’ve bolstered team was actively involved in the
that products are designed, marketed, our sales and service teams through hiring process, conducting pre-
and serviced to resonate with all targeted hiring efforts. For E-commerce, placement talks and participating in
demographics. Our efforts towards our focus remains on acquiring talent panel interviews, ensuring thorough
diversity have resulted in a 47% increase critical for enhancing performance candidate evaluations. By leveraging
in the representation of women across metrics, managing our product categories EvueMe, the world’s first digital-human
all levels of our organization over the effectively, and optimising supply chain AI recruiter, for comprehensive technical
past year. In FY24, we doubled our hiring operations. Similarly, in large format and behavioural assessments, we
have significantly raised the quality
of our selection process. Additionally,
forging strong partnerships with leading
universities and colleges has ensured
a consistent influx of skilled graduates
into our talent pool. Our comprehensive
induction program includes plant visits, a
‘campus to corporate’ transition module,
and a deep dive into all facets of our
organization’s operations. Following this,
our campus recruits undergo a structured
six-month training program that prepares
them for their roles at OEL.

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Building a Strong Leadership Foundation Orange Leaders Listening to Our Employees Celebrating Successes Together
Our leadership development initiatives are meticulously Saksham Orange Leaders is a holistic initiative aimed We prioritize understanding and responding Acknowledging and celebrating the hard
designed to meet the dynamic demands of the industry. at transforming our managers into effective to our employees’ needs, concerns, work and achievements of our teams
We emphasise nurturing strategic thinkers, tech-savvy Saksham, our new Learning Management System (LMS), leaders. By focusing on a wide range of and experiences through initiatives like and individuals is a cornerstone of our
innovators, and versatile professionals capable of serves as a comprehensive platform offering a wide competencies and skills, Orange equips Amber and Employee Connect. Amber, culture. Our Rewards and Recognition
thriving in today’s complex business landscape. These array of resources, courses, and personalized learning future leaders to navigate transitions, an AI-powered chatbot, serves as our (R&R) programs are meticulously designed
programs prioritise practical, scenario-based learning, opportunities. Whether refining skills for current roles ensure stability, and drive long-term dedicated listening officer, providing a to highlight outstanding contributions,
preparing our future leaders to drive growth and foster a or exploring new career paths, Saksham provides success through consistent practices, confidential space for employees to openly fostering a deep sense of pride and
culture of excellence. essential tools and support. effective communication, and strong share feedback. Through personalized accomplishment among our employees. The
coaching abilities. one-on-one communication, we ensure quarterly HiFlyer program exemplifies this
Key Features of Saksham that every employee’s voice is heard and commitment by recognizing top performers
valued. Additionally, Employee Connect across the organization. Additionally, our
Care in our DNA
entails regular sessions across levels and Wow cards initiative enables colleagues to
For us, “Care” is not only one of our core functions, where we listen attentively to offer on-the-spot recognition, expressing
Extensive Course Selection: Collaborative Learning 24/7 Accessibility:
values, but also the essence of who we their needs, concerns, and feedback. These gratitude and acknowledging each other’s
A wide range of courses covering Environment: Round-the-clock access across are as a company. We prioritize empathy efforts reflect our commitment to fostering efforts promptly. Moving forward, we
various areas such as Behavioural Collaboration and knowledge various devices, enabling learning at and support for our employees, striving a supportive and caring work environment, are committed to enhancing our R&R
Skills, Business Skills, Change exchange through social your convenience, whether you are in to nurture a workplace where they feel underscored by our recognition as a framework to ensure a workplace where
Management, Communication Skills, learning features, facilitating the office, at home, or on the move. valued, respected, and empowered. Our Great Place to Work (GPTW) for the recognition thrives.
Customer Centricity, Customer connections and the sharing of commitment to care extends to our valued fifth year in a row.
Service, HR, Ethics & Compliance, insights are encouraged. Real-Time Progress customers, where it translates into deeply
Leadership Skills, Marketing, Monitoring: understanding their needs and consistently
Productivity, Personal Development, Interactive Learning Learning journey in real-time delivering exceptional service and products.
Product & Technical, Sales & Experience: can be tracked, monitoring
Service are offered. achievements and pinpointing
Educational activities are
transformed into engaging areas for improvement.
Customised Learning Paths:
experiences through gamified
Personalized learning routes based elements, making learning both Bite-Sized Learning
on your role and interests, ensuring enjoyable and interactive. Modules:
access to relevant and captivating
Complex concepts are broken into
content that meets your specific
easily digestible modules, enhancing
requirements are catered to.
efficiency and manageability in
the learning process.

This is our comprehensive 12-week blended learning programme, meticulously


Embark crafted to empower young leaders throughout our organisation. This innovative
initiative seamlessly integrates learning and, practical application , and hands-on
Embark is our ongoing 12-week experience to elevate personal productivity, hone professional skills and foster a
blended learning program designed profound comprehension of our organisational ethos. Throughout the duration of
to empower young leaders across Embark, participants immerse themselves in mastering nine essential skills
our organisation. This initiative
integrates learning, practical
application, and real-world
experience to enhance personal
Resilience Critical thinking Embracing feedback Problem-solving
productivity, professional skills,
and deepen understanding of our
organisational ethos.

Throughout the Embark program,


Dependability Cultivating Ensuring Crafting Promoting
participants immerse themselves in
a growth consistent on-point effective
mastering nine essential skills.
mindset productivity messaging teamwork

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Supporting Policies
Voices of #AmazingWomenOfOrient
Our policies at Orient Electric are crafted with a clear focus on the well-being of our employees. This includes healthcare support,
equal opportunity policies, maternity and paternity benefits, menstrual leave for women employees, and access to counselling and
emotional support. Besides this, we have other policies and programs in place which focus on women’s health and safety and their
equal representation in the workplace. Additionally, we maintain a zero-tolerance policy for sexual harassment and have established The Company’s policies and culture allow me to maintain a perfect balance between my
a committee to handle complaints and ensure a safe working environment. These initiatives reflect our commitment to fostering a professional and personal life, enhancing my productivity and overall well-being.
workplace where every team member feels valued and supported.

Enhancing Employee Engagement Pragya Johri


Digital Marketing
We believe in fostering an engaging workplace culture, and to achieve this, we prioritize engagement through a variety of initiatives
and activities. Our #AmazingWomenofOrient initiative celebrates the incredible contributions of our women workforce, highlighted by
a week-long celebration during International Women’s Day 2023. We organise team get-togethers and offsites to team bonding and
camaraderie. Festivals are celebrated joyfully across our offices and plants, nurturing a strong sense of community. We also hosted It has been an exciting journey at Orient Electric, being a part of SCM function and
Badminton & Table Tennis Championship during the year to promote healthy competition among employees. We remain dedicated to working closely with Digital businesses. The sub-function heads and leaders are easily
fostering active employee engagement in our workplace through ongoing initiatives and new endeavours. approachable. I admire the women friendly policies which are completely aligned with
organisation’s values.
Pallavi Jha
Supply Chain

My journey in this Company has been a transformative experience, evolving from a novice,
eager to learn into a more seasoned professional. Climbing the corporate ladder at Orient
Electric has been the most exciting part of my journey. The journey has taught me to be
articulate in thought and empathetic in approach. I navigated through various challenges,
each teaching me invaluable lessons and shaping my professional growth. The supportive
environment and collaborative culture here allowed me to develop new skills and gain
confidence in my abilities. As I took on increased responsibilities, I discovered my passion
for problem-solving and driving impactful change. Today, I look back with pride at the
milestones achieved and look forward with enthusiasm to the future, continuously striving
to contribute to our shared success. Orient Electric is indeed a great place to work, as it
leads by example for everyone by being the most employee friendly company.

Swati Sinha
Human Resources

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Building a Robust Infrastructure for


Technological Advancement
We are steadfastly enhancing our IT capabilities to not only
maximize operational efficiency but also empower our teams and
catalyse business growth. This strategic focus underscores our
commitment to leveraging technology as a catalyst for growth and a
driver of innovation across our organization

Preparing for Data Protection Regulations Enhanced Integration and Automation Optimized Master Data Management:
Boosting Productivity and Security Strengthening Cybersecurity Measures Resilient Digital Infrastructure
Anticipating the implementation of the We have significantly enhanced the Automation integrated into our ERP
We have successfully implemented the We are continually enhancing our Our commitment to maintaining a resilient Digital Personal Data Protection (DPDP) integration capabilities between system has revolutionised our approach to
Manufacturing Execution System (MES) by cybersecurity framework to safeguard digital infrastructure is evident in our Act of 2023, we are proactively aligning E-commerce marketplace and internal Master Data management. By automating
Dassault Systems in Hyderabad, optimizing our data, technology assets, and the comprehensive disaster recovery strategy. our data management practices with systems, including ERP through an data entry, validation, and maintenance
capacity use. Our adoption of the PURDUE uninterrupted flow of our business With multiple layers of control, secure stringent regulatory requirements. This advanced middleware. This integration processes, we have achieved heightened
model has strengthened Operational operations. By implementing advanced backups, and encryption technologies proactive approach ensures that we facilitates seamless and efficient accuracy, efficiency, and consistency in
Technology (OT) security, ensuring robust threat detection systems and deployed both on-cloud and on-premises, uphold the highest standards of data operations, ultimately leading to enhanced managing critical business information.
infrastructure protection. comprehensive security protocols, we safeguard business continuity and data privacy and compliance. customer experience.
we ensure robust protection integrity against unforeseen disruptions. Improved connectivity and
State-of-the-Art Data center access management
against cyber threats.
We have established a new, state-of-the- To strengthen identity and access lifecycle
art data center to serve as the central management, we have implemented Single
hub for our critical digital infrastructure. Sign-On (SSO) and Identity and Access
This data center has been engineered to Management (IDAM) across endpoints and
accommodate essential systems such as SAP, Product Information Management
the Manufacturing Execution System (MES) (PIM), and Privileged Access Management
and various other applications vital to our (PAM). This ensures secure and streamlined
operations. To ensure seamless continuity access control throughout our systems and
and reliability, the data center is equipped operations. For the optimization of Server
with robust backup systems. resources, we use virtualization technology.
Introducing Traceability 2.0 AI-powered security enhancements
Across our organisation, including Our commitment to maintaining robust
manufacturing plants and warehouses, information security is strengthened by AI-
we have implemented Traceability 2.0 powered enhancements integrated directly
which uses QR codes to track components into our firewall systems. This technology
through every stage from quality checks to provides real-time threat intelligence,
shipment, enhancing supply chain visibility. enabling proactive threat detection, rapid
Securing ERP with SAP Compliance response, and continuous improvement of
our cybersecurity capabilities.
We have fortified our ERP system,
SAP, with a suite of SAP-compliant
security tools including Security Weaver,
Segregation of Duty, and Authorization
management. These enhancements are
pivotal in mitigating the risk of inadvertent
errors and unauthorized access to
sensitive business data.

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Driving Financial Excellence for Sustainable


Shareholder Returns
By leveraging strategic financial management and seizing growth
opportunities, we ensure sustained value creation for our investors.

Strong financial position and Diverse funding and liquidity Technology integration in Working capital Curated policies for business Good governance and
judicious investments options financial processes management and vendor expansion ethical practices
Robust liquidity and prudent financial Our ongoing focus on diversifying our The majority of our financial processes financing
management have fortified our financial funding and liquidity options enables are now powered by technology, Efficient working capital management, We have curated flexible policies to At Orient Electric, we adhere to
strength. This has also enabled agile us to capitalise on multi-directional ensuring seamless, system-controlled combined with enhanced leverage ensure robust controls and support the highest standards of corporate
decision-making and supported prudent growth opportunities, mitigate risks from and timely execution of transactions. through vendor and channel financing, for our business partners, facilitating governance, steering us towards
investments in sustainable growth by potential funding disruptions and adapt This technological integration extends to has effectively controlled exposures expansion into new channels such sustainable growth, social
leveraging technology. Our ability to swiftly to changing market conditions our product portfolio and fully digitised while extending credit and liquidity as direct-to-market, B2B, tender and responsibility, and a customer-centric
fully self-fund a Rs. 210+ crore project in or unforeseen financial demands. This operations, enhancing operational support to our business partners. digital. These policies also contribute approach. These standards ensure
Hyderabad underpins our sound financial enhances financial stability by ensuring efficiency and enabling data-driven Additionally, our well-networked banking to diversifying our product portfolio, transparency, accountability, and
footing and preparedness to undertake ample resources for ongoing operations, decision-making across the organisation. arrangements strengthen our extensive mitigating risks and capitalising on new adherence to ethical practices in all
future growth initiatives. investments and strategic initiatives. and tailored facilities, enabling swift growth opportunities. our decisions. By upholding these
Additionally, we are consistently business actions across the ecosystem. principles, we continually nurture trust
strengthening our reserves to navigate among our stakeholders.
volatile and unpredictable market
conditions with resilience.
Cost optimisation and
efficiency
Our persistent focus on product cost
optimisation has delivered significant
results, contributing to an increase Capital allocation and
of over 3% in our bottom line. This strategic decision-making
commitment to cost leadership has
Our ability to allocate capital to high-
permeated our organisational culture,
return opportunities is driven by a
fostering a mindset of continuous cost
rigorous strategic decision-making
consciousness and efficiency.
process, supported by meticulous
financial scrutiny to ensure optimal
returns on investments. We have made
prudent choices in our growth journey,
including forays into direct-to-market,
Sustained free cash flow and digital business, large format retail and
financial flexibility the Lighting B2B and B2G segments.
Additionally, our ongoing investments in
We have consistently generated free enhancing internal capabilities for both
cash flow, maintaining a negative products and personnel are yielding
net-debt position. This financial promising results.
strength demonstrates our ability to
generate cash in excess of our debt
obligations, providing us with the
flexibility and resilience to manage
our financial commitments and pursue
growth opportunities.

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Environmental, Social,
and Governance
Environment

Sustainability at Orient Electric has evolved beyond regulatory compliance In our commitment to sustainability and environmental stewardship, we have implemented comprehensive initiatives
aimed at efficient water management, responsible waste disposal, and energy conservation. With a focus on minimizing
to become a strategic imperative. This shift has enhanced efficiency, our ecological footprint and promoting environmental sustainability, we have integrated conservation measures into our
reduced risks and bolstered our brand reputation, driving long-term operations while ensuring compliance with regulations and taking responsibility for our environmental impact.

profitability. Our commitment to sustainable growth ensures a positive


impact on the environment and communities we serve, ensuring inclusivity Energy and Environment Conservation
and sustainability for all. Innovative Techniques
We have invested in innovative
Towards this, we have integrated energy-efficient solutions which marks
procedures to reduce the adverse impact
a significant step in optimising our manufacturing processes. These of manufacturing processes on the
advancements not only reduce our carbon footprint but also conserve environment. Our BLDC technology in
fans and air coolers results in up to 50%
resources, promoting sustainable industrial practices. Additionally, less energy consumption.
replacing hazardous chemicals with eco-friendly alternatives in metal
Energy Conservation Initiatives
surface treatment reflects our dedication to adopting safer and more
We have undertaken various measures
sustainable manufacturing methods. to conserve energy, including the soil stabilization, and habitat provision
reduction in the usage of air conditioners, Environmental Conservation Initiatives
for diverse species. This grassroots
improving loading capacity, and removing Our green premises contribute to effort is dedicated to enhancing life on
shrink-wrap machines, leading to environmental conservation and land by conserving and restoring forests,
1 2 3
reductions in electricity consumption. climate change mitigation through combating desertification, and halting
Sustainable Development Global Reporting initiatives such as tree plantations, and reversing land degradation.
SEBI's Business Responsibility By adopting energy-efficient
tree-LED lighting, and renewable
and Sustainability Report Goals (SDGs) Initiative (GRI) technologies and installing renewable
energy systems. These efforts result Sustainable manufacturing
(BRSR) energy sources such as solar panels, we
in reduced energy consumption and
demonstrate our commitment to reducing
We are reporting on the nine We map our business operations to 17 We map our business activities to greenhouse gas emissions. Greener Alternatives in Metal Surface
our carbon footprint and leading the
principles of SEBI BRSR and SDGs, thus facilitating our corporate over 60 GRI standards, which identify Treatment
transition toward a sustainable energy
are in compliance with the
requirements thereunder.
strategy with the needs of todays society
and aligning with tomorrows opportunities.
stakeholder inclusiveness and outline
five steps for comprehensive stakeholder
future. This initiative has resulted in ISO 14001:2015 We have substituted hazardous
chemicals like Chromium and
inclusiveness and engagement. the generation of 68,381 kilowatt-
hours (KWH) of renewable energy Faridabad, Kolkata and Noida Plants Certified Phosphating with Nano (Ceramic coating)
Aligning with UN SDGs from our solar plant. for Environment Management System for metal surface treatment. This
enhances the quality and sustainability

ISO 50001:2018
Guided by the UN Sustainable Development Goals (SDGs), we are integrating sustainability into our core business strategy,
of our manufacturing processes, by
nurturing a culture of responsibility, innovation and collaboration. Our operations are designed to include sustainable practices,
contribute to community development and safeguard the environment. Through these initiatives, we reaffirm our commitment
3,57,36,845 MJ fostering innovation and sustainable
industrial practices and reducing
to building a more inclusive, peaceful, and prosperous world for present and future generations, inculcating the essence of Faridabad Plant
Total Energy Consumption, a environmental harm.
‘Technology that Cares’. Certified for the Energy
decrease of 34,02,454 MJ compared
Management System
to FY’23. Innovative and Sustainable Production
Techniques

1 MW Tree Plantation
Conscious efforts are made to conserve
We have implemented various
sustainable production techniques,
flora and fauna through mass tree
PNG generator Installed including VEDs in electrical devices,
plantation initiatives.
non-solder type B22 aluminum caps
We launch a tree plantation campaign on in LED lamps, and BLDC motor and

620 KVA World Environment Day which represents inverter technology in products. These
innovations further our commitment to
a significant contribution to natural
capital, promoting carbon sequestration, eco-friendly manufacturing.
Dual fuel generator Installed

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Tech n o lo gy th at cares
O rient Elect r ic L imited A n n u a l R ep or t 2023- 24 CORPORATE OVERVIEW

Water Management Rainwater Harvesting Hazardous and Electronic Waste Social


The rainwater harvesting systems Management
Conservation Measures We at Orient Electric believe that nurturing an environment of inclusivity, well-
We have embedded conservation
installed at our Faridabad factory By implementing comprehensive
being, and social responsibility is essential for organizations striving to make a J2.96 crore
preserve approximately 45 days’ worth hazardous waste management and CSR Expenditure in FY24
measures into our operations and meaningful impact. We understand that success extends beyond mere profitability.
of rainfall annually. Groundwater levels streamlining electronic waste disposal
embraced sustainable strategies across It includes the empowerment of individuals, the promotion of diversity, and
are monitored using piezometers and systems, we mitigate soil and water
our business and production processes. the enhancement of societal well-being. Through our approach encompassing
digital telemetry, enhancing our water contamination and curb the potential
We are committed to replenishing natural initiatives ranging from women’s empowerment and employee well-being to
management efficiency. release of toxic substances into natural
resources and implementing initiatives to corporate social responsibility initiatives, we are committed to creating a workplace
habitats. The co-processing of waste
restore these valuable assets. Additionally, the rainwater harvesting and community where every individual thrives.
paint sludge resulted in the processing of
structures installed at Government 269.82 metric tons of waste paint
Compliance and Responsibility
Girl’s High School in Kaurali, Faridabad, sludge, utilised as fuel in cement kilns.
To minimize untreated wastewater from
annually harvest nearly 3.3 million This effort minimises the adverse effects Education, Skill Development and
our facilities, we ensure compliance
liters of rainwater. Also, approximately of waste on ecosystems and climate. Women Empowerment
with relevant regulations. Additionally,
3 million liters of water are recharged
we take responsibility for providing
annually from RO wastewater. Eco-friendly Packaging Ujjwal - Electrician upskilling
clean drinking water, sanitation,
and washrooms to government Waste Management To reduce the environmental footprint In partnership with Dee Foundation and
schools in Faridabad. of packaging, we have adopted Teach India, over 5,000 electricians
Waste Management Strategies biodegradable materials. This switch across India received upskilling training.
Effluent Treatment Plant (ETP) Led by experienced trainers, the
We are committed to reducing and significantly limits ecological damage
Orient Electric’s Effluent Treatment caused by persistent waste, which program focused on technical skills,
managing waste through various
Plant represents a proactive measure calls for responsible consumption and interpersonal skills, digital literacy,
strategies and mechanisms. Initiatives
in ensuring water is not merely a production patterns, which focuses and financial management, aligning
include the use of biodegradable
resource used but a resource reused. By on the sustainable use of terrestrial with the National Skill Development
packaging, recycling flexible plastic
transforming processed wastewater into ecosystems and halting biodiversity loss. Corporation framework.
waste, and converting canteen waste
reusable, deionized water, we emphasize into compost for internal use.
the importance of clean water and
sanitation through the efficient use and
Extended Producer Responsibility (EPR)
5000+
recycling of water in industrial processes. 609 MT for Plastic Waste
Electricians trained
of total waste generated, Our approach to Extended Producer
a significant reduction Responsibility (EPR) for plastic waste
381 KL compared to pervious year underscores our accountability across Girl’s School Infrastructure Enhancement
Total water conserved the entire product lifecycle. By assuming
Our flagship CSR project focuses on
responsibility for the post-consumer
Sewage and Effluents Treatment renovating and modernizing government
Ultrafiltration (UF) Plant within the stage of plastic products, we actively
girls’ schools in Faridabad, Haryana.
Sewage Treatment Plant (STP) Effluents from our factories are reduce environmental pollution and
Partnering with “EK Sangharsh,” the
efficiently treated in sewage treatment advocate for a circular economy.
To further optimise water resources project aims to improve educational
plants and the treated water is
and promote sustainability, we have infrastructure by installing rainwater
used for cleaning and gardening Sustainable Food Waste Management
installed an Ultrafiltration (UF) Plant harvesting systems, repairing meal and
purposes, ensuring responsible waste
within our Sewage Treatment Plant We have adopted an onsite compost cultural activity areas and classrooms
disposal practices.
(STP). This advanced filtration system mechanism to turn organic waste into a enhancing cleanliness and hygiene
processes wastewater for horticultural valuable asset for improving soil fertility. standards, providing stationary,
purposes and floor cleaning. This effort 6,770 KL This initiative reduces greenhouse gas arranging sports facilities, felicitating
aligns with the need for sustainable increase in treated emissions from landfills, addressing meritorious girls, and ensuring safety
consumption and production patterns, wastewater discharged climate change mitigation, and closes the with boundary walls and CCTV cameras.
ensuring the sustainable management compared to previous year loop in the food production cycle. The initiative provides a good learning
of water and wastewater. environment for girls, nurturing academic
268 KG success and well-being.

5,554 KL Food waste composted


~2000
Total water conserved
Girls benefitted

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O rient Elect r ic L imited A n n u a l R ep or t 2023- 24 CORPORATE OVERVIEW

Healthcare Governance
Critical Care Partnership
1 NICU / 1 ICU To reduce operational risk, protect assets, and respect moral and legal obligations, Orient Electric maintains strict
NICU/ICU wards established
governance policies and procedures. We protect sensitive information and earn customers’ trust by following data privacy
We collaborate with SJM Hospital, Noida, to offer medical assistance to
and security policy. Furthermore, a culture of strong risk management is encouraged by our enterprise risk management
underprivileged individuals suffering from critical illnesses. Through this partnership,
we established NICU/ICU wards and covered medical treatment expenses for those
from disadvantaged backgrounds, ensuring access to critical healthcare services.
~1,500 strategy, which makes it possible to identify, evaluate, and mitigate risks for stakeholder protection and business continuity.

Marginalised people supported with


medical treatment
Integrity is of the utmost importance, world. Through automation of sales,
as evidenced by our Code of Ethics distribution, collection management, 4
and Whistle-Blower Policy, which are and human resources operations, Independent Directors on the Board
regularly reinforced through training investments in digitization projects (2/3rd of total Board strength)
Mind Culture Program Support
sessions. Our dedication to integrity, seek to increase operational efficiency
Contributing to the Mind Culture openness, and good governance is and transparency. Strong governance
Program by Ramakrishna Mission,
we support workshops for young
demonstrated by our ranking as one of
India’s Most Trusted and Iconic Brands.
procedures are ensured by digital
technologies that support compliance
100%
students on emotional maturity, monitoring, insider trading control, Meetings attended by Independent
time management, work-life balance, We promote technology and use Directors (cumulative)
lawsuit management, and vendor/
and stress management. These digitalization to improve accountability, customer onboarding. More details on
sessions aim to nurture personal and efficiency, and transparency—all of which Governance are provided in Corporate
professional development, equipping are essential in the current digital Governance Report.
individuals with essential life
skills for success.

First Referral Unit Enhancement Partnership for Nutritious Meals


In association with Ek-Sangharsh, We collaborate with the Akshaya Patra
Campus Infrastructure Development we have undertaken initiatives to Foundation to tackle malnutrition by
We contributed to the infrastructure upgrade medical infrastructure and providing freshly prepared, nourishing
development at Chanakya enhance patient care services at meals to students in select government
University’s Global Campus. First Referral Unit-1, a government schools in Delhi. This initiative targets
Established with the objective of hospital in Faridabad. The hospital, children from low-income families,
providing world-class education primarily serving women and addressing their nutritional needs and
accessible to all, the university offers children, received necessary promoting better health outcomes.
interdisciplinary programs integrated testing and treatment machines,
including a bubble CPAP machine for
with Indian Knowledge Systems
to groom inspiring leaders with newborns, a biochemistry analyzer 2000+
life-mastering skills. machine for accurate diagnostics, Children were provided with
and modern operation theater nutritious food
lights, ensuring efficient and quality
healthcare delivery.

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Board of Directors

Mr. Chandra Kant Birla Mr. Ravindra Singh Negi Mr. TCA Ranganathan Mr. K Pradeep Chandra Mrs. Alka Marezban Bharucha Mr. Raju Lal
Chairman Managing Director and CEO Independent Director Independent Director Independent Director Independent Director

Chandra Kant Birla, aged 69 years, Mr. Ravindra Singh Negi, aged 52 years, Mr. TCA Ranganathan, aged 70 years, Mr. K Pradeep Chandra, aged 67 Mrs. Alka Marezban Bharucha, aged Mr. Raju Lal, aged 61 years, is a
is the Chairman and Non-Executive holds a PGDM from the FORE School of holds a graduate degree from St years, is a retired IAS officer. He holds 67 years, holds a bachelor’s degree in Chartered Accountant. He has more than
Director of the Company. He is the Management. With nearly three decades Stephen’s College, Delhi, and Post a bachelor’s degree in mechanical Arts with Honours from the University 30 years of diverse experience across
Chairman of several companies of the of experience in the Fast-Moving Electrical Graduate degree in Economics from engineering from the Indian Institute of of Mumbai, a law degree from the various aspects of Strategic Planning
CK Birla Group. The Group has interests Goods (FMEG) and Telecom sectors, he has Delhi School of Economics. He was Technology, Madras; a master’s degree University of Mumbai, and a Master’s & Execution, Operational Excellence &
held key leadership positions at reputed
across industries such as automotive, associated with State Bank of India. in Marketing from Indian Institute of degree in law from the University of Process Optimization, Risk Management,
brands. Ravindra has a proven track
technology, infrastructure, building He was the Chairman and Managing Management, Calcutta; a master’s degree London. She is the founding partner Leadership & Team development,
record of leading large-scale business
products, healthcare, and education. transformations, turning around businesses, Director of Export-Import Bank of India in Finance from Atkinson Graduate of Bharucha & Partners, a solicitor of Change Management & Adaptability.
He is also a keen philanthropist and delivering strong P&L growth. and the non-executive chairman of School of Management, Willamette the Bombay High Court and the High He has also done various certification
and deeply committed to creating a Indian Overseas Bank. He is currently University, USA and a Doctoral degree Court of England and Wales, and an programs - Harvard- Journey to the
sustainable positive impact. associated as an arbitrator on the panels in Public Administration from University Advocate on record at the Supreme Board Room Program, IMD Business
of the various stock exchanges and the of South California, USA. He has headed Court of India. She has over 35 years of School- Switzerland- Market Leadership
Indian Council of Arbitration. He has several state public sector undertakings experience in mergers and acquisitions, Program, Kellogg School of Management-
more than 42 years of experience in and has more than 39 years of private equity investments, joint Advanced Management Program and
corporate finance, international banking, experience in Education, Finance, and the ventures, venture capital investments, IIM(A)- Advanced Management Program.
and investment banking. Industries and Commerce Departments and other financial transactions. She is
of the Governments of Andhra Pradesh engaged in representing transnational
and Telangana, with significant policy corporations for investments in the
contributions. He retired as the Chief telecom, retail, logistics, defence, power,
Secretary of Telangana State. He is also and banking sectors.
an independent director and Chairman of
the Board of MosChip Technologies Ltd.

50 51
O rient Elect r ic L imited A n n u a l R ep or t 2023- 24

Corporate Information

Board of Directors Internal Auditors


Deloitte Touch Tomatsu, LLP
1. Chandra Kant Birla, Non-Executive Chairman
7th Floor, Building No. 10, Tower B, DLF Cyber City,
2. Ravindra Singh Negi, Managing Director & CEO
Phase – II, Gurgaon, Haryana – 122002, India
3. TCA Ranganathan, Independent Director
4. K Pradeep Chandra, Independent Director
Cost Auditors
5. Alka Marezban Bharucha, Independent Director
Somnath Mukherjee, Cost Accountant
6. Raju Lal, Independent Director
14E/5, Rajmohan Road, Uttarpara,
Hooghly, Kolkata- 712 258, West Bengal, India
Key Managerial Person
1. Ravindra Singh Negi, Managing Director & CEO Secretarial Auditors
2. Saibal Sengupta, Chief Financial Officer A.K Labh & Co., Company Secretaries
3. Hitesh Kumar Jain, Company Secretary
40, Weston Street, 3rd Floor, Kolkata-700 013,

Registered Office
Unit VIII, Plot No. 7, Bhionagar, Bhubaneswar – 751 012, Odisha
West Bengal, India

Bankers
Statutory Reports and
State Bank of India.
Corporate Office
240, Okhla Industrial Estate
Phase III, Okhla, New Delhi – 110 020
HDFC Bank Ltd.
ICICI Bank Ltd.
IndusInd Bank Ltd.
Financial Statements
Corporate Identification Number Registrar and Share Transfer Agent
L31100OR2016PLC025892 M/s Kfin Technologies Limited
(Unit: Orient Electric Limited)
Manufacturing Plants Selenium Building, Tower B, Plot No. 31 & 32, Gachibowli,
1. 11, Industrial Estate, Sector 6, Faridabad – Financial District, Nanakramguda, Serilingampally, , Rangareddi
121006, Haryana, India Hyderabad – 500 032, Telangana, India

2. C-130, Sector 63, Noida 201301, Uttar Pradesh , India


ISIN
3. D-209, Sector 63, Noida 201301, Uttar Pradesh, India
INE142Z01019
4. 6, Ghore Bibi Lane, Kolkata – 700 054, West Bengal, India
5. Unit N8, Plot Number-7, E city, Maheswaram,
Rangareddy -501359
Scrip Code
BSE – 541301
Statutory Auditors NSE – ORIENTELEC
M/s S. R. Batliboi & Co. LLP
Chartered Accountants,
Website
www.orientelectric.com
67, Institutional Area Sector 44, Gurugram – 122
003, Haryana, India

52
O ri e n t E l e ct ric Limited | Annual Report 2023-2 4

Management Discussion
& Analysis
Financial Performance

E 2,812 Crore
Revenue

J 144 Crore
Operating EBITDA

5.1%
Operating EBITDA margin

E 76 Crore
PAT

2.7%
PAT margin

15.3%
ROCE (Pre-Tax)

7.42
Fixed asset turnover ratio

0.03
Debt-Equity ratio

30.4%
Gross margins

J 2,750 Crore
Total Expenses

16
Working capital days

54
Management Discussion & An al y sis

ST AT UT ORY R E PO R T

Global Economy
In the year 2023, the global economy exhibited notable resilience, expanding by 3.2%, despite facing geopolitical challenges
and fluctuations in commodity prices, which led to inflationary pressures across both advanced and emerging markets. To
combat rising inflation, major central banks implemented measured interest rate increases, effectively curbing its escalation.
Inflation rates receded more swiftly than anticipated from its peak in CY2022, resulting in gradual economic recovery and job
creation in the US, Europe, and other emerging markets, albeit persistent geopolitical tensions, disrupting global supply chains
and trade. China’s economy continued to experience strain throughout CY2023, a trend expected to persist into CY2024,
given its significant manufacturing capabilities and supply chain influence, posing a potential risk to global economic stability.
However, emerging economies like India, Vietnam, and Mexico are expected to show positive growth, backed by heightened
foreign institutional investor interest.

Outlook Global GDP Growth Trend (in %)

The global economy is anticipated to


sustain a growth rate of 2.6% annually
until CY 2025. While the final quarter
3.2
of CY 2023 saw a modest growth of
0.4%, a more robust expansion of 0.8%
is anticipated in the latter half of CY
2024.1 Two key factors are expected to
fuel this growth - subdued inflationary
pressures which will result in increased
consumer purchasing power and
improved accessibility to credit for
6.5

3.5

3.2

3.2

3.2
individuals as well as businesses.
2020
However, the projected growth rate is
anticipated to be below the historical
2021 2022 2023 2024 (P) 2025 (P)
average due to elevated interest rates
aimed at curbing inflation, reduced fiscal
support amidst high debt levels, and
sluggish underlying productivity gains. Source – World Economic Outlook, IMF April 20242
-2.7

Indian Economy
The Indian economy demonstrated remarkable resilience in the face of global economic challenges. A robust resurgence in consumer
demand and strong performances across manufacturing, services, and agricultural sectors, buoyed by a favourable monsoon, have
been pivotal in this growth trajectory. According to the National Statistical Office (NSO), India registered a real GDP growth of over
8.2% in FY 2023-24. Driven by overall economic growth, India's per capita gross national disposable income for the year under review,
has increased to H 2,14,951 compared to H 1,74,816 in FY 2021-22.3 This rebound in economic growth can be attributed to India’s sound
macroeconomic fundamentals, burgeoning domestic demand, and prudent monetary policies implemented by the RBI.

The manufacturing sector experienced robust growth, expanding at double-digit rates, driven by positive business sentiments
across sectors and resultant profitability. India Inc's interest coverage ratio, a measure of financial health, expanded for the third
consecutive quarter in October-December 2023, supported by favourable raw material prices and cost efficiencies.4 Companies
across various sectors, including automobiles, cement, consumer durables, hospitality, oil and gas, petrochemicals, pharmaceuticals,
and power, witnessed improvements in their interest coverage ratios.

https://www.spglobal.com/marketintelligence/en/mi/research-analysis/global-economic-outlook-march-2024.html
1

2
https://www.imf.org/en/Publications/WEO/Issues/2024/04/16/world-economic-outlook-april-2024
3
https://www.mospi.gov.in/sites/default/files/press_release/PressNoteGDP31052024.pdf
4
https://www.icra.in/CommonService/OpenMediaS3?Key=9b0d9997-b6b5-45a8-a527-38278bf79d0b

55
O ri e n t E l e ct ric Limited | Annual Report 2023-2 4

Real GDP Trend (in %)

8.2

3.9

8.2
8.0

6.8

6.5
7.4

7.2

7.2
9.1
FY21

FY15 FY16 FY17 FY18 FY19 FY20 FY22 FY23 FY24

Source - https://pib.gov.in/PressReleseDetailm.aspx?PRID=2022323 (5.8)

Outlook energy-efficient models. Similarly, smart


lighting solutions are gaining traction,
The Indian economy is on track to surpass the USD 5 trillion mark, setting its sights
especially in urban areas, driven by
on nearing USD 7 trillion between 2025 and 20315 . Looking ahead to the following
the convenience of remote control and
year, projections suggest that the GDP growth is likely to remain robust at 7.4% during
automation capabilities. Also, there is
2024-25. The CPI inflation is projected to average 4.4% during 2024-25, lower than
a marked rise in the adoption of LED
5.4% projected for 2023- 24, with most of the decline occurring in H1:2024-25.
lighting within the B2B space.

Retail Inflation in FY2023-24 Industry Overview Looking ahead, the consumer durables
market is poised for sustained growth
(In %) Indian Consumer Durables Market as manufacturers intensify their focus

5.4 Despite inflationary challenges and other


global headwinds, India recorded overall
on affordability, quality, and innovation.
Challenges such as fluctuating raw
economic growth during FY 2023-24. material costs and evolving regulatory
The Indian consumer durables market standards for energy efficiency will
remained attractive, driven by several necessitate agile responses from
key factors including rising disposable industry players. Nonetheless, the
incomes, urbanization, and technological outlook remains optimistic with
advancements. Furthermore, the opportunities expanding into tier II and
6.2

5.5

5.4
6.7

availability of convenient financing tier III cities, where increasing disposable


options is enabling consumers to access incomes and infrastructure development
FY20-21 FY21-22 FY22-23 FY23-24 credit for purchasing durable goods. continue to drive demand.
Within the fans segment, there is a
Source – Department of Economic Affairs, Ministry of
Finance, April 20246 discernible shift towards premium and

https://invest.up.gov.in/wp-content/uploads/2024/01/India-can_300124.pdf
5

https://dea.gov.in/sites/default/files/Monthly%20Economic%20Review_March%202024_0.pdf
6

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Management Discussion & An al y sis

ST AT UT ORY R E PO R T

Market size of small and large appliances7

Large appliances: ~ Rs 1 lakh crore Small appliances: ~ Rs 62,000 crore

Fans 15-18%
TVS 21-33% ACS
31-33%

Lights

11-13% 33-35% 42-45% 34-42%

Washing
Machines Kitchen
Refrigerators appliances

Source: CRISIL Ratings, CRISIL MISA Research Source: CRISIL Ratings, CRISIL MI&A Research

[Source - Crisil MI&A Research, 20238 ]

The consumer durables industry is predicted to grow to H1.48 lakh crore by FY2025. Government policies, such as the Production
Linked Incentive (PLI) schemes, are significant growth drivers, as they encourage local manufacturing and attract foreign
investment. Additionally, integrating smart technologies and the Internet of Things (IoT) in household appliances is further driving
market expansion, catering to the growing consumer preference for convenience and connectivity.

Key factors influencing demand for consumer durables9

Evolution of Sales and Segment Diversification:


Marketing Strategies : The consumer durables
The industry is witnessing a 4 1 sector is poised for significant
transition from conventional growth, especially with the
sales channels to online entry of many new players.
platforms and social media. This trend is expected to
It is making products diversify the market, foster
easily accessible and healthy competition, and
facilitating the entry of new introduce innovative products.
players into the market.

Sustainability and Energy Affordability and


Efficiency: Economic Growth:
Companies are increasingly Technological improvements,
focusing on the development along with heightened market
and promotion of energy- 3 2 competition, have lowered
efficient and environment- the price of various consumer
friendly products. This durable goods. Combined
includes using eco-friendly with increasing income, this
components, and initiatives trend creates opportunities
to reduce e-waste through for sectoral growth by making
product recycling. products more accessible
to a wider audience.

https://www.crisilratings.com/content/dam/crisil/mailers/rating-newsletter/2023/december/counting-on-premiumisation.pdf
7

8
https://money.rediff.com/news/market/appliance-industry-premiumization-investment-drive-growth-in-2024/3577320231226
9
https://www.pwc.in/assets/pdfs/consulting/technology/emerging-technologies/iot/future-of-consumer-durables-and-electronics-in-india-the-changing-landscape.pdf

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O ri e n t E l e ct ric Limited | Annual Report 2023-2 4

Indian Ceiling Fan Industry10


The yearly market for ceiling fans in India consists of around 4.4 crore units. In FY 2023-24, the Indian ceiling fan industry was
stabilizing post-BEE transition, witnessing renewed demand, with increased interest in energy-efficient fans and a surge in
renovation and replacement-driven purchases.(Source: IMARC Group)

Emerging Trends
Government initiatives aimed at housing development and the creation of smart cities are significant contributors to the
rise in consumption of ceiling fans.

Under the Pradhan Mantri Sahaj Bijli Har Ghar Yojana (Saubhagya scheme), the increased accessibility to electricity,
particularly in rural regions, serves as a significant catalyst for the expansion of the ceiling fans market in India.

Rising disposable income has changed consumer preferences, leading to the sale of premium fans with
advanced features.

Proliferation of diverse styles and designs, catering to varied consumer preferences and décor themes.

Star-rated and BLDC fans continue to occupy ‘top-of-the-mind’ recall and are driving replacement market for ceiling fans.

Shift towards organised players.

Easy accessibility of a variety of ceiling fans on online platforms is aiding overall growth of the industry.

Did you know


?
BLDC ceiling fans are gaining
an increase to USD 6.77 billion by CY
2030. This represents an annual growth
rate of 6.29% over the period from CY
India LED Lighting Market
Market Size in USD Billion

popularity as they consume up to 50%


2024 to CY 203011 . India is striving to
less energy than regular fans, ensuring
position itself as a key manufacturing
significant savings for consumers.
hub, with an ambitious target to
export goods valued at USD 1 trillion
Indian LED Lighting Industry
by CY 2030. To support this vision, the
6.77
CAGR
India is set to experience growth
4.70

National Manufacturing Policy has been


momentum in the LED lighting market
due to rapid volume growth. As of
developed to increase manufacturing
sector’s contribution to 25% of the GDP
6.29%
2024, the market was valued at USD by CY 2025, a move that is anticipated to 2024 2030
4.70 billion, with projections indicating positively impact the LED lighting market.

Emerging Trends
The LED lighting market in India is on an upward trajectory, fuelled by advancements within the industrial sector
and a rise in residential housing. Significant demand for LED lighting is currently spread across the North and South
regions of India, assisted by rapid urbanisation.12

Smart lighting is becoming increasingly popular due to its combination of LED lighting with smart technology,
providing customers with a wide range of customisation options.

The Government has also approved the PLI scheme for White Goods (Air Conditioners and LED Lights) to be
implemented from FY2021-22 to FY 2028-29 with a budgetary outlay of Rs. 6238 crore.

Street lighting, façade lighting, and various infrastructure projects are fuelling growth in India’s lighting industry

Movement of sales from conventional channels to online platforms is at a nascent stage.

10
https://pib.gov.in/PressReleasePage.aspx?PRID=1974191
https://www.mordorintelligence.com/industry-reports/india-led-lighting-market/market-size
11

12
https://www.imarcgroup.com/indian-led-lighting-market#:~:text=Currently%2C%20the%20demand%20for%20LED,the%20use%20of%20LED%20lights

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Management Discussion & An al y sis

ST AT UT ORY R E PO R T

Value Sales of LED Fixtures by Indoor Lighting, USD, India, 2017 - 2030

4.27 B

3.03 B

Industrial and Warehouse

Residential

Commercial

Agricultural Lighting

2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

(Source: Mordor Intelligence)

Company Overview The Company broadly operates in


two segments:
Orient Electric Limited ('Orient Electric'
or "OEL' or the 'Company'), tracing its
origins back to the esteemed Calcutta
Electrical Company, became a part of
the CK Birla Group in 1954. Today, it is
one-stop brand for electrical lifestyle Electrical Consumer Durables Lighting and Switchgear
solutions, the Company offers a variety
of products for all seasons, including 70.51% 29.49%
fans, home appliances, lighting, switches (H1,983 Crore - Revenue share in FY24) (H829 Crore - Revenue share in FY24)
and switchgears. Orient Electric's
journey of growth and transformation
is propelled by customer-centricity and
innovation, driving the development
of cutting-edge products that cater to
evolving consumer demands.

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O ri e n t E l e ct ric Limited | Annual Report 2023-2 4

7. Talent Diversification: Talent


diversification stands as a strategic
pillar essential for our sustained
growth and innovation. Embracing
diverse expertise within our
workforce injects fresh perspectives
and fosters a culture of creativity and
adaptability. This approach enables
us to better understand and serve
the diverse needs of our customers,
ultimately driving our expansion and
market leadership.

Competitive 8. Customer Service: The Company


enjoys an extensive network of

Edge
service centres across India, enabling
it to provide superior customer
service. Multiple communication
platforms, like email, WhatsApp,
web, social media, and offline
modes, ensure quick resolve of
queries and build a strong connect
with the customers. Additionally,
robust feedback mechanisms
ensure continuous improvement
in product quality.
4. Digitalisation: The Company
9. Channel Expansion: With a strong
harnesses technology to streamline
presence in both offline and online
operations and optimise operational
channels, the Company ensures
efficiency. The Company has
better accessibility to OEL products.
heavily invested in digital tools
1. Brand: Orient Electric Limited Our strategic expansion into
like DMS and SFA, as well as
enjoys a rich multi-decade legacy e-commerce has not only increased
internal process automation, vendor
with well-established brand recall, revenue but also improved the
management, governance, and
underpinned by growing trust and availability of our products, making
e-commerce capabilities.
loyalty among consumers. them easily accessible to customers
5. Governance: The Company is through different platforms.
2. Customer-Centric: Orient Electric's
dedicated to upholding the highest
customer-centric product strategy 10. Innovation: The Company remains
governance standards, characterised
revolves around identifying and at the forefront of customer-
by ethical conduct, transparency,
addressing consumer need gaps. The centric innovation, harnessing
and accountability. Introduction of
company consistently introduces modern-day technology to elevate
new policies, aligned to evolving
innovative products that resonate consumer lifestyles through its
sustainability and regulatory
with changing consumer preferences. products. Continuously striving
frameworks, help establish an
to understand and fulfil the
3. Manufacturing and Innovation: effective oversight, segregation of
evolving needs of our customers,
With state-of-the-art manufacturing duties and monitor business plans.
we introduce new offerings that
facilities and a strong focus on enrich their experiences and
6. Distribution Network: A robust
research and development, Orient exceed expectations.
distribution network across the
Electric stands at the forefront of
country continues to drive the market
producing superior quality products
share. A strategic shift in distribution
backed by technological innovations.
policy in important geographies,
with the introduction of ‘direct-to-
market’ approach, has aided faster
market penetration.

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Management Discussion & An al y sis

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Maintaining Strategic Excellence: By strategically aligning our marketing


Enhancing customer
The Ongoing Journey initiatives with consumer preferences
service
and market trends, we continue to
Customer-Driven strengthen our position as a market
During the year under review, enhancing
Marketing leader, driving sustained growth and
customer service levels was one of
delivering value to our consumers.
The Company’s marketing strategy is our key focus areas. We continued to
deeply rooted in consumer insights, prioritize strengthening our service
Customer-centric product infrastructure, ensuring prompt and
driving product development that
innovation efficient support for our customers. In
resonates with the preferences of the
modern Indian consumer. Leveraging line with this commitment, we launched
advanced analytics and data-driven a slew of service initiatives like "8-8-
Committed to customer-centric strategy,
insights, we delve deep into customer 88" and “Service Karwaan”, aimed at
the Company introduced products that
preferences, behaviours, and needs. providing seamless and responsive
align with the ever-evolving needs of
This profound understanding enables assistance to our valued customers.
new-age consumers. Following the BEE
us to tailor our marketing messages These initiatives have not only improved
transition in fans and considering the
and offerings to specific customer our after-sales service but have also
increasing demand for energy-efficient
segments effectively. During the year reinforced our dedication to offering
products, we expanded its range of
under review, our focus remained on exceptional customer service. We have
BLDC fans with premium and mid-
differentiation within our portfolio, robust systems in place to listen to
premium models. The growth in Fans has
enhancing accessibility across channels, our customers effectively. We utilize
been faster than the industry growth
and elevating customer experience. various channels, including CRM, ORM,
during the year under review, driven
Based on consumer insights, we Whatsapp for Business, dedicated call
by product portfolio expansion and
expanded our product portfolio across centres, social media, and emails to
product availability in multiple designs
categories to ensure availability in a ensure seamless interaction with our
and across price points. Similarly, in air
diverse range of designs and price points, valued customers. Additionally, we
coolers, we introduced high-capacity
catering to the diverse preferences provide dedicated apps for dealers and
models across Desert and Commercial
of our consumers. technicians, making it easier for them
categories catering to larger spaces that
to communicate and resolve issues
require larger cooling. Despite industry
During FY24, we further bolstered efficiently. As a responsible brand, we
headwinds in Lighting, primarily due to
marketing efforts, encompassing care about our customers and actively
price erosion in LED bulbs, we achieved
combining both traditional and digital listen to their feedback and concerns.
strong growth driven by a healthy
marketing channels, to successfully
product mix and introduction of new,
reach our target audiences. While TV
value-added products. We witnessed Expanding distribution
remains our primary reach medium,
continued traction in B2B and façade and reach
we are now allocating more than
lighting, supported by increasing
25 per cent of our total spending to
inquiries and a robust order book.
digital, with an increased focus on In a dynamic and competitive market,
E-commerce. A robust digital strategy Our focus remains on driving sustainable expanding distribution and outreach
was instrumental in guiding consumers competitiveness while addressing is crucial for the Company to gain a
through their research journey, consumer need gaps. We are particularly competitive edge. During FY24, the
ultimately increasing consideration for focusing on creating products relevant Company enhanced its focus in improving
our brand. As part of our commitment for the mass premium segment, enabling the accessibility and availability of its
to increasing consumer touchpoints us to scale up profitability with higher products. Our strategic move of direct-to-
and elevating customer experience, average selling prices. Our product market (DTM) approach in select states
we launched our direct-to-consumer portfolio is continuously updated to has started paying off and we grew by
(D2C) portal, shop.orientelectric.com. cater to emerging consumer needs, 65% YoY in these states. We continued
Additionally, we prioritized trade support driving a consistent innovation pipeline to implement learnings from DTM
and visibility across key opinion stores and ensuring our offerings remain markets in other states where we work
and modern trade. relevant and competitive. with distribution partners.

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O ri e n t E l e ct ric Limited | Annual Report 2023-2 4

Our overall focus was on retail visibility to the Company’s capability to deliver
and ensuring the brand is available at top-quality products. Building a vibrant culture
most retail outlets. Furthermore, we
enhanced our focus on large format This increase in production capacity
is a strategic business driver for Orient Electric thrives on a vibrant,
retail (LFR) and partnered with Croma,
unlocking long-term value. Orient high-performance culture, where every
Reliance, Vijay Sales, and Vishal
Electric acknowledges the necessity of employee is valued, empowered, and
Megamart, among others, during the
scaling its operation to match market inspired to excel. Our 'Great Place to
year under review.
demands and retain its competitive Work' certification for five consecutive
Digital is an essential component of our edge in the industry. years attest to our unwavering
overall strategy and so we continued to commitment to sustaining this
strengthen our presence on e-commerce dynamic environment. We continue
platforms, with increased on-platform Talent diversification to place a strong emphasis on talent
spending for marketing select products. acquisition and development, providing
This strategic move has resulted in 3x abundant opportunities for growth and
Orient Electric remains steadfast in its
growth in gross digital sales over the advancement. The launch of ‘Saksham’,
commitment to talent development,
last 2 years. During the year under our new online learning management
actively seeking top-tier professionals
review, we continued to invest in system, along with other training
and fostering opportunities for their
building robust in-house capabilities programs, underscores our dedication
professional growth and advancement.
to drive the next phase of growth in to ongoing development, ensuring our
Throughout FY2023-24, we maintained a
this space. All these developments are workforce remains agile and up to date
dedicated focus on talent strengthening
aimed at bringing the brand closer to the with the latest skills and knowledge.
and diversification, recognizing the
customers and ensuring our products are Recognising inclusivity as essential
invaluable contributions of a diverse
readily accessible. to our growth, we are continuously
workforce. With an emphasis on cross-
working towards creating a diverse and
industry expertise hiring, we sought
inclusive environment where every voice
individuals with diverse cross-functional
Capacity Expansion is not only heard but valued. Through
skills to occupy key positions within the
initiatives such as Women Connect
organization. By actively recruiting from
sessions and inclusiveness workshops,
diverse talent pools, including young
Orient Electric is embarking on a we champion understanding and respect
hires, we ensure a constant influx of
strategic growth plan, marked by the for diversity, reinforcing our commitment
creativity and dynamism into our teams.
commissioning of its new Greenfield to inclusivity. Besides this, we have
This approach not only enriches our
venture in Hyderabad in May’2024, policies and programs in place which
talent pool but also fosters innovation
equipped with state-of-the-art machines. focus on our employees’ health and
and creativity across various business
This plant is fully digitized, employing safety and their equal representation in
functions. Furthermore, as part of our
robotic operations and automation, the workplace. Moreover, we prioritize
unwavering commitment to diversity
adhering to Industry 4.0 standards. recognizing and celebrating outstanding
and inclusion, we prioritized the hiring
The level of automation in the plant is performances within the organisation
of women in roles that align with their
among the best in the world, setting through various rewards and recognition
skills and capabilities. By providing equal
new standards for manufacturing schemes, fostering a culture of
opportunities for women to excel and
facilities. This move underscores the appreciation and excellence. We are
thrive in their careers, we contribute to
Company's dedication to bolstering its continually exploring new avenues
a more inclusive workplace culture and
manufacturing capabilities in fans. The to enhance employee satisfaction,
drive organizational success.
primary objective of this expansion is to engagement, and overall well-being,
serve the Indian market better, especially ensuring that Orient Electric remains a
the Southern part of India, while adding truly great place to work.

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Financial Strength and


Stability

Orient Electric's financial strength is deeply rooted in its strategic approach to cost optimization, capital utilization, and revenue
diversification. The Company’s continued focus on maintaining strong liquidity and robust cash generation enables the company
to allocate capital effectively, supporting sustainable growth and strategic investments. Effective capital management practices
ensure judicious resource allocation, minimizing financial risks and optimizing utilization. Despite increased investments impacting
profitability margins during the year under review, Orient Electric anticipates improvements as these investments translate into
top-line growth. The company continues to drive efficiencies through its structured cost savings program ‘Sanchay’. Cost savings
gained are being further channelled into strategic levers such as capability building, talent upliftment, and digital expansion,
reflecting Orient Electric's commitment to innovation and market leadership.

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O ri e n t E l e ct ric Limited | Annual Report 2023-2 4

Growing demand for premium and


energy efficient products
The near-term demand for premium
and energy efficient products looks
promising, fuelled by a gradual economic
rebound. This presents an opportunity
for Orient Electric to capitalise on its
diversified new-age product portfolio and
meet the increasing demand.

Macro Favourable long-term demand prospects


opportunities x The long-term demand prospects across the
retail and industrial sectors remain favourable,
OEL supported by several key factors such as a
growing working population, higher disposable
incomes, easier access to credit, and an improved
standard of living. Furthermore, India's robust
consumption patterns highlight significant
potential for home consumption. These
indicators point towards enormous opportunities
for Orient Electric.

Government initiatives
Increasing exports Government-led efforts and an uptick
Orient Electric is actively boosting its exports in rural income, bolstered by initiatives
to regions such as Middle East, Asia, and for rural electrification, are anticipated
Africa. The key markets like Iraq, Sri Lanka to propel rural demand for consumer
and Ghana saw high double-digit growth electric durables. This presents a
despite global disturbances, particularly the growing opportunity for Orient Electric
Red Sea. Along with this, the Company is to increase its market penetration in
actively trying to expand its footprint into rural areas, given its robust distribution
the Western markets. This will not only allow and dealer network.
the Company to broaden its global footprint
but also reduce its reliance on the domestic
market, thereby mitigating the impact of
seasonal fluctuation in sales. The Company
intends to capitalize on its newly established
Hyderabad facility, to penetrate markets with
competitively priced products.

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Management Discussion & An al y sis

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Risk Management

Risk Description Mitigation


Potential losses arising from shifts in consumer To safeguard profit margins, the company has
demand dynamics and competitive landscapes implemented various strategies such as establishing
remain a concern. The instability in raw material alternative sourcing channels, optimizing inventory
prices poses a notable threat to production levels to capitalize on bulk discounts, and adopting
costs, thereby impacting overall profitability of consistent long-term pricing policies
Market Risk the Company.
Its R&D division remains focused on developing
consumer-centric and cost-effective products that
appeal to a larger consumer base.
Microeconomic factors like inflation, currency The Company adopts a robust operational strategy, that
volatility, and overall economic stability, mitigate possible inflationary pressures. Automation,
can affect OEL’s operations and financial digitalisation and new technologies ensure costs
performance. Geopolitical uncertainties further remain with volume growth across product categories.
exacerbate market dynamics, potentially creating
Economic Risk To limit the risk of currency fluctuation, the Company
imbalances between demand and supply for the
has adopted a hedging policy that minimises exposure.
company’s products.

Issues surrounding environmental sustainability, The Company prioritises sustainable production


regulatory compliance, and the effects of climate methods, invests in eco-friendly technology, research
change are important for business continuity. and development and ensures proper e-waste
Proper disposal of electronic waste poses a management to minimise its environmental footprint.
Environmental significant environmental challenge for the
Risk Company.

Technological risk encompasses threats arising The Company has integrated advanced technology
from rapid technological advancements, into its operational processes and remains committed
cybersecurity and data privacy that could to staying abreast of the latest technological
result in the loss of confidential Company advancements to enhance its systems continually.
information. In addition, the necessity for Robust cybersecurity protocols, encompassing
Technological
continuous innovation to remain competitive preventive measures, detection systems, incident
Risk
and adapt to changing consumer preferences response plans, and employee training, are rigorously
pose a significant risk for the Company. implemented
Navigating social responsibility, fostering The Company spearheads community development
positive community relations, ensuring ethical endeavours through various projects and initiatives
labour practices, and upholding a favourable within the area of its operations. A total of Rs. 2.96
reputation amidst societal expectations and crore was spent on 8 CSR projects during the year
Social Risk continuous stakeholder engagement is important under review.
for business continuity.

Segment-wise Business Performance

Electrical Consumer Durables (ECD) Lighting and Switchgear


In the Electrical Consumer Durables sector, Orient Electric The Lighting and Switchgear sector has experienced positive
has demonstrated a robust performance with a year-on- growth, despite a downturn in the price of lamps and battens.
year (YoY) revenue growth of 13.2% in FY2023-24. The This shows the Company’s ability to perform well in difficult
revenue surged to Rs. 1,983 Crore in FY2023-24, up from conditions. The revenue for this segment in FY2023-24 stood at
Rs. 1,752 Crore in FY2022-23.13 This significant increase is Rs. 829 Crore, registering a modest YoY growth of 6.7% from Rs.
indicative of the Company’s strong market presence and 777 Crore in FY2022-23. Despite the challenges faced by the
the growing demand for electrical consumer durables. industry, the Lighting and Switchgear segment of the Company
demonstrated resilience and performed well in the fiscal year
2024 and is expected to grow further in the coming years.

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O ri e n t E l e ct ric Limited | Annual Report 2023-2 4

FY2024 in Review

Key Financial metrices FY 2023-24 FY 2022-23


Revenue from Operations (in Crore) 2,812 2,529
EBITDA (in Crore) 144 151
PAT (in Crore) 76 76
EPS (in Rupees) 3.53 3.57
Expenses (in Crore) 2,750 2,453
Current Ratio (In times) 1.28 1.46
Equity-Debt ratio (In times) 0.03 0.02
Gross Margin (in %) 30.4 27.9
Working Capital (in days) 16 18

Capital Expenditure

Research and Development


Orient Electric places its customer-focused strategy at the core of all research and development (R&D) initiatives. This approach
enables the Company to be at the forefront of technological progress, leading market trends and consistently developing and
delivering products that meet the evolving demands of modern consumers.

The Company is committed to enhancing its R&D investments to drive innovation. The new manufacturing facility in Hyderabad is
expected to significantly bolster these efforts, further enhancing the Company’s innovation capabilities.

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Management Discussion & An al y sis

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Human Capital
Orient Electric recognises the critical role
of human capital in its success and is
committed to investing in its workforce.
The Company strives to create a
welcoming, collaborative and supportive
work environment that reflects its
core values of integrity, collaboration,
trust and care. This dedication to
cultivating a nurturing and empowering
workplace has earned OEL the ‘Great
Place to Work®’ certification for five
consecutive years.

OEL views its employees as its most


valuable asset and the driving force
behind its success and sustainable
growth. The Company places a
significant emphasis on nurturing and
developing its human capital and has
implemented various training and
development programmes aligned with
business objectives.

Creating a positive and inclusive


work environment is a key priority adjusted to ensure the reliability
Corporate Social Responsibility
for the Company. In line with this, and accuracy of accounting records.
it has introduced menstrual leave The Company’s Corporate Social
This allows the Company to produce
for female employees, reinforcing Responsibility (CSR) endeavours
timely, accurate and fair financial and
its commitment to inclusivity and focus on various socio economic
management information that complies
employee well-being. Moreover, the aspects including the promotion of
with current standards and laws.
Company has implemented various education and women’s empowerment,
policies focusing on women’s health and improvement of healthcare and hygiene The Company’s Internal Financial Control
safety, promoting equal representation standards, supporting skill development, Policy, along with the Whistle-blower
in the workplace. The Company also addressing hunger, and supporting Policy and a Fraud Risk Framework
regularly conducts organisation-wide environmental sustainability . Policy, helps to identify various risks
sessions to raise awareness and and address them promptly by senior
[For more detailed information about
understanding of unconscious bias and management. A comprehensive Internal
our CSR initiatives, please refer to the
its impact in the workplace. Audit Programme has been carried out
Environmental, Social and Governance
by an independent internal auditor of the
Furthermore, the Company recognises (ESG) section and the Director’s Report in
Company. This auditor presents critical
the importance of leadership this Annual Report.]
and high-risk observations to the Audit
development and talent management Committee and the Board for review on
and is focused on nurturing internal Internal Control a quarterly basis.
talent with the aim of developing a
The Company’s internal control is a
leadership pipeline that is committed to The Internal Audit function helps to
crucial part of its robust governance
driving the Company’s growth. anchor, supervise and monitor the
processes and is incorporated into daily
effectiveness and adequacy of all
operations. Throughout the financial
control systems. All audit observations
year, the internal control system has
and improvement recommendations
been enhanced with targeted audit
are promptly implemented, with regular
plans that align with pre-audit and
follow-ups after closure. This ensures the
interim audit of several new operational
Company maintains a high standard of
areas. The audit processes are regularly
financial control and governance.

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O ri e n t E l e ct ric Limited | Annual Report 2023-2 4

Cautionary Statement various factors that affect the Company’s in the future to be significantly different
operations. These include competition in from the predictions.
This discussion and analysis, contain
the industry, the cost of employing staff
what we call ‘forward-looking It is advised not to depend on these
and significant changes in India’s political
statements. These are the predictions forward-looking statements. The
and economic environment. Other factors
or expectations about the future Company will update them as required
include environmental standards, tax
performance of the Company. They by securities laws, but will not commit to
laws, legal disputes and labour relations.
are based on the Company’s current updating them if circumstances change
objectives, projections and estimates. It is important to remember that these or if the estimates or opinions change.
However, these statements are not forward-looking statements do not
guaranteeing. They are subject to guarantee future performance. They In conclusion, while these statements
laws and regulations and involve should not be relied upon too much. They provide a glimpse into the Company’s
uncertainties and risks. involve both known and unknown risks future, they are merely predictions and
and uncertainties. These could cause the are subject to change. Therefore, they
The actual results may be quite different should be used with caution and not be
actual performance and financial results
from the predictions. This could be due to the sole basis for any decision-making.

68
Report of Board o f D ire c tors

STATUTORY REP O RT

Report of Board of Directors


Dear Members,

Your Directors have pleasure to present the report on the business and operations of Orient Electric Limited (the ‘Company’ or ‘Orient
Electric’) and the audited financial statements, for the financial year ended March 31, 2024.

OVERVIEW OF FINANCIAL RESULTS

Key highlights of financial performance for the year ended March 31, 2024, is summarised as below:
(Hin Crores)
Particulars 2023-24 2022-23
Revenue from operations 2,812.12 2,529.17
Other Income 15.54 26.98
Total Revenue 2,827.66 2,556.15
Total Expenditure (Before Depreciation, Amortization & Finance Cost) 2,667.80 2,378.56
Profit before Finance Costs, Depreciation and Amortisation 159.86 177.59
Depreciation and Amortization Expense 59.02 53.50
Finance Costs 23.26 22.15
Exceptional item (Gain) 18.68 -
Profit Before Tax (PBT) 96.26 101.94
Tax 20.99 26.09
Profit After Tax (PAT) 75.27 75.85
Other comprehensive Income / (Losses) 1.28 0.5
Total comprehensive income for the year 76.55 76.35
Dividend 32.00 42.48
Transfer to General Reserve 15.00 15.00
Balance carried to Balance Sheet 617.59 563.36
Earnings per Share (Basic) (In J) 3.53 3.57

HIGHLIGHTS OF OPERATIONAL PERFORMANCE: which are showing encouraging high double-digit growth and
market share expansion. The Company is further strengthening its
Orient Electric showed a satisfactory operational performance position in the e-commerce and large format retail channels and in
for the Financial Year 2023-24. Though the industry was its journey towards scaling up these channels has recorded high
sporadically affected by headwinds caused by geopolitical turmoil, growth during the year with increased share of business, primarily
unprecedented seasonality disruptions and technology changes, from the ECD segment. With the objective of getting closer to our
the Company has been able to perform with resilience posting a customers, the Company launched its direct-to-consumer website,
recovery with an uptick in the second half of the financial year’24. ‘shop.orientelectric.com’, offering entire range of products,
Furthermore, the industry and the Company has also been subjected seasonal promotions and introducing new features to enhance
to several regulatory changes in course of the year which had customer experience. Throughout the year, the Company kept
short term cascading impact on the business delivery and financial expanding product offerings in ECD and Lighting segments.
performance. During the year under review, the Electric Consumer Showcasing our expertise in façade lighting, during the
Durables (‘ECD’) showed a robust growth backed by distribution celebration of 77th Independence Day of India, the Company
strengthening, launch of new models of fans like Ecotech, I-Falcon, illuminated several iconic buildings across India, such as Rail
Jazz- Antidust, and widening the depth into e-commerce platform. Bhawan and Baroda House in New Delhi, Leh Main Gate,
Lighting, Switchgear and Wiring Accessories (‘Lighting’) segment Bharati Park in Puducherry, Varanasi Cantt. Railway Station in
saw a moderate growth mainly impacted by value erosion of LED Tricolours as part of our ‘#OrientlightsupIndia’ Initiative. The
lamps due to technology changes which brought costs down for Company is proud to be associated with the illumination of the
the industry. The Company has further expanded its distribution prestigious ‘Sudarshan Setu’ at Dwarka, Gujarat, apart from many
footprint through transition to and leveraging the Direct-to-Market other notable projects detailed in the business sections in the
(‘DTM’) structure in Fans and is now present in eight markets Annual Report.

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O ri ent Elect ric L imited | A n n u al R epor t 2023-24

The setup of the Company’s state-of-the-art manufacturing rather a testament to the trust that consumers place in the
facility at the greenfield site in Hyderabad got commissioned Company across multiple product categories.
in May 2024 and commercial production commenced
from May 06, 2024.
DIVIDEND
More detailed insights into our operations, are presented in the
'Management Discussion and Analysis' report forming part of During the financial year 2023-24, the Board of Directors
this Annual Report. (‘Board’) has declared an interim dividend of H0.75 (75%)
per equity share of the face value of H1 each on February
FINANCIAL HIGHLIGHTS 01, 2024, which was paid to the shareholders on and from
February 21, 2024.
Revenue from operations was H2812.12 crores as against
H2,529.17 crores in the previous year, recording a decent Further, the Board, at its meeting held on May 09, 2024, has
growth of 11.18%. Employee cost as a percentage to revenue recommended a final dividend of H0.75 per equity share of
from operations was 9.21% (H258.88 crores) as against 7.61% H1 each of the Company, for the year ended March 31, 2024,
(H192.6 crores) in the previous year. Other expenses as a subject to the approval of the shareholders at the ensuing
percentage to revenue from operations was 16.07 % (H451.92 Annual General Meeting (‘AGM’) of the Company.
crores) as against 14.30% (H361.41 crores) in the previous year.
Profit before exceptional items and tax for the current year is In order to determine the eligibility of shareholders to receive
H77.58 crores as against H101.94 crores in the previous year, the dividend for the fiscal year ended on March 31, 2024, the
a variance of 23.90 %. Profit after tax for the current year is Register of Members and Share Transfer Books of the Company
H75.27 crores as against H75.85 crores in the previous year a will be closed from July 26, 2024 to August 01, 2024 (both
variance of 0.76 %. During and for the financial year 2023-24, the days inclusive).
Company paid H20.99 crores as direct tax as compared to H26.09
crores during and for the financial year 2022-23. The total dividend amount for the financial year 2023-24,
including the proposed final dividend, amounts to H1.50 (150%)
AWARDS & ACCOLADES per equity share of the face value of H1 each.

During the financial year 2023-24, the Company has received As per the Income-Tax Act, 1961, as amended, dividend paid
following prestigious awards and accolades: or distributed by the companies are now taxable in the hands
of the shareholders. The Company shall, accordingly, make the
Great Place To Work - Certified for the fifth year in a row. This payment of the final dividend after deduction of tax at source,
certification is the recognition of our people centric practices, at the rates prescribed therein.
enhanced employee engagement, relentless pursuit of excellence
and commitment to nurturing a high-performance culture. The dividend recommended by the Board is in accordance with
the Dividend Distribution Policy of the Company. The Dividend
Iconic Brands of India - Orient Electric was featured among Distribution Policy, in terms of Regulation 43A of the Securities
the "Iconic Brands of India" for the year 2023 by ET Edge and Exchange Board of India (Listing Obligation and Disclosure
- An Economic Times Initiative. This prestigious accolade is a Requirements) Regulation, 2015 (‘Listing Regulations’) is
testament to your Company’s growth journey over the years, available on the Company’s website: https://www.orientelectric.
consumer-centric business model, continued brand relevance com/images/investors/dividend-distribution-Policy.pdf.
and consumer trust.
UNCLAIMED DIVIDEND
Super Brand India 2024 - Conferred for the sixth consecutive
time in the fans category, fourth consecutive time in the coolers Details of dividend paid by the Company earlier and not claimed
category, and third consecutive time in the lighting products so far are provided in the Corporate Governance Report, forming
category. This prestigious recognition is not just an accolade, part of this report.

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PARTICULARS OF LOANS, GUARANTEES AND DEPOSITS


INVESTMENTS
The Company has not accepted any deposits from the public
During the financial year ended March 31, 2024, the Company under Chapter V of the Act and the Rules related thereto and, as
did not extend any loans, provide guarantees or securities, or such, no amount of principal or interest was outstanding as on
make investments that fall under the provisions of Section 186 the balance sheet date. The Company has not accepted any loan
of the Companies Act, 2013. ('Act') from any of its directors.

TRANSFER TO GENERAL RESERVE HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT


VENTURE COMPANIES
The Company has transferred H15 crores to the General Reserve
for the financial year ended March 31, 2024. During the financial year ended March 31, 2024, the Company
had no holding, subsidiary, associate, or joint venture company.

SHARE CAPITAL
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year 2023-24 there was no change in
the Authorised share capital of the Company and it stands at During the year under review, there have been following
H25,00,00,000 divided into 25,00,00,000 equity shares of H1/- changes in the Board members and Key Managerial Personnel
each. During the year under review, the Paid-up share capital of the Company:
of the Company increased from 21,27,85,578 equity shares of
H1 each to 21,33,65,899 equity shares of H1 each pursuant to Mr. Rakesh Khanna (DIN:00266132) resigned as the
allotment of 5,80,321 equity shares upon exercise of equal Managing Director and Chief Executive Officer (’CEO’) of
number of vested stock options by the employees, granted the Company w.e.f. the close of business hours on April
under Orient Electric Employee Stock Option Scheme – 2019. 03, 2023. The Board members placed on record their
appreciation for all the contribution and guidance rendered
by Mr. Rakesh Khanna during his over 9 years’ tenure
SHARES UNDER UNCLAIMED SUSPENSE ACCOUNT with the Company.

Details of equity shares of the Company lying in Orient Electric Mr. Rajan Gupta (DIN: 07603128), who was appointed as
Limited - Unclaimed Suspense Account, as on March 31, 2024, as the Managing Director & CEO, of the Company w.e.f. April
per the provisions of Regulations 34, 39 read with Schedule V(f) 04, 2023, approved by the shareholders through Postal
of Listing Regulations, are provided in the Corporate Governance Ballot on June 21, 2023, resigned from the Company due
Report forming part of this Annual Report. to his personal reasons w.e.f. the close of business hours
on July 14, 2023.

ORIENT ELECTRIC EMPLOYEE STOCK OPTION The Board on the recommendation of the Nomination
SCHEME - 2019 and Remuneration Committee and after considering the
expertise and experience of Mr. Desh Deepak Khetrapal
As part of Long-Term Incentive Programme, the Company (DIN: 02362633), Vice-Chairman, appointed him, as the
introduced ‘Orient Electric Employee Stock Option Scheme-2019’ Managing Director of the Company for a period of 1 year
(‘ESOP Scheme‘), during the financial year 2018-19. The ESOP effective from July 15, 2023 and designated him as Vice-
Scheme is in compliance with the SEBI (Share Based Benefits Chairman and Managing Director. Shareholders of the
and Sweet Equity) Regulations, 2021 (‘ESOP Regulations‘) and Company approved the appointment of Mr. Desh Deepak
Listing Regulations. During the year under review 11,17,387 Khetrapal as the Managing Director with overwhelming
new Stock Options were granted to the eligible employee of majority through Postal Ballot on September 10, 2023.
the Company under the said ESOP Scheme, while 4,31,961 Stock
Options lapsed. The Board on the recommendation of the Nomination and
Remuneration Committee appointed Mr. Raju Lal (DIN:
Details of ESOPs, required under ESOP Regulations, are provided 10347289) as a Non-Executive, Independent Director
under financials of the Company and can also be accessed at of the Company effective from October 11, 2023 and
the Web-link: https://www.orientelectric.com/images/investors/ the said appointment is approved by the shareholders
ESOP-Website-Disclosure-Mar2024.pdf.

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with overwhelming majority through a Postal Ballot on DIRECTOR’S RESPONSIBILITY STATEMENT


December 10, 2023.
Pursuant to section 134(5) of the Act, your directors, to the best
In accordance with the provisions of the Act and in terms of their knowledge and belief, confirm that:
of the Memorandum and Articles of Association of the
Company, Mr. Chandra Kant Birla, Non-Executive Director a. In the preparation of the Annual Accounts for the
and Chairman of the Company is liable to retires by financial year ended March 31, 2024, the applicable
rotation at the ensuing AGM and has offered himself for Accounting Standards have been followed along with
re-appointment. proper explanation relating to material departures,
wherever applicable;
All the Independent Directors have given declarations that
they continue to meet the criteria of independence as laid b. The directors have selected such accounting policies
down under Section 149(6) of the Act and Regulation 16(1) and applied them consistently and made judgments and
(b) of the Listing Regulations and that they are not debarred estimates that are reasonable and prudent so as to give a
from holding the office of Director by virtue of any SEBI order true and fair view of the state of affairs of the Company at
or any other such authority. All the Independent Directors the end of the financial year and of the profit and loss of
have confirmed that they are complying with the Rules 6(1) the Company for that period;
and 6(2) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, with respect to registration with the c. The directors have taken proper and sufficient care for the
data bank of Independent Directors maintained by the Indian maintenance of adequate accounting records in accordance
Institute of Corporate Affairs. In the opinion of the Board, the with the provisions of the Act for safeguarding the assets
Independent Director appointed during the year under review, of the Company and for preventing and detecting fraud and
possesses, required skills, knowledge and, expertise (including other irregularities;
the proficiency).
d. The directors have prepared these Annual Accounts on a
In terms of the provisions of Section 2(77) of the Act, none of going concern basis;
the Directors and Key Managerial Personnel of the Company are
related to each other. e. The directors have laid down internal financial controls to
be followed by the Company and that such internal financial
Except as mentioned above, during the year under review, controls are adequate and operating effectively; and
there was no other change in Directorship or Key Managerial
Personnel of the Company. f. 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.
BOARD EVALUATION

In accordance with the provisions of the Act and the Listing PARTICULARS OF DIRECTORS AND EMPLOYEES
Regulations, annual performance evaluation of the Board,
its committees, and the Directors was carried out during the Pursuant to the provisions of Section 197 of the Act read with
year under review, under the supervision of Nomination and Rule 5(1) of The Companies (Appointment and Remuneration
Remuneration Committee, in line with the Company's Nomination of Managerial Personnel) Rules, 2014, the percentage increase
and Remuneration Policy. More details on the Board Evaluation in remuneration, ratio of remuneration of Director and Key
are provided in the Corporate Governance Report for the Managerial Personnel (‘KMP’) to the median of employees’
financial year 2023-24 which forms part of this Annual Report. remuneration, (as required under the Act) are provided
in Annexure A.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT Details of remuneration of employees in term of the provisions
DIRECTORS of Section 197 of the Act read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Details of the familiarization provided to Independent Directors Personnel) Rules, 2014, are provided in a separate annexure and
during the financial year 2023-24 are provided in the Corporate forms part of this Report. Pursuant to the provision of Section
Governance Report for the financial year 2023-24 which forms 136 of the Act this Report is being sent to the shareholders
part of this Annual Report.

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of the Company excluding the statement of particulars of corporate governance practices. More details about this meeting
employees. The said information is available for inspection are provided in the Corporate Governance Report.
at the registered office of the Company up to the date of the
forthcoming AGM. Any member interested in obtaining a copy
of the said statement may write to the Company Secretary at CORPORATE GOVERNANCE
investor@orientelectric.com and the same will be furnished
upon such request. Orient Electric’s corporate governance philosophy is based on
fostering and maintaining the culture of trust, ethics, honesty,
BOARD AND ITS COMMITTEES transparency and fixing accountability, which are fundamental
to a good corporate governance framework. These are reflection
The Board met five (5) times during the financial year 2023- of core values of the Company which have been imbibed in our
24. The details of the same are provided in the Corporate day-to-day functioning. Following these good practices enable the
Governance Report which forms part of the Annual Report. Company to create sustainable long-term value for its stakeholders.

The Board has established several Committees of directors, Orient Electric's Corporate Governance Report for the financial
each entrusted with specific responsibilities and empowered year ended March 31, 2024, is included in this Annual Report.
with adequate authority to address diverse issues efficiently, A Certificate from the Managing Director and Chief Financial
ensuring prompt resolution. These Committees operate with Officer of the Company, in compliance with Listing Regulations, is
defined terms of reference, outlining their purpose, role, and annexed to the Corporate Governance Report. M/s. S.R. Batliboi &
responsibilities. Co. LLP, Chartered Accountants, have confirmed the Company's
compliance with the conditions of Corporate Governance
The Committees constituted by the Board include: stipulated in the Listing Regulations which confirmation is also
annexed to the Corporate Governance Report.
Audit Committee

Nomination and Remuneration Committee RISK MANAGEMENT

Stakeholders’ Relationship Committee The current business environment is very dynamic, challenging,
and volatile which opens up several inherent risks. Apart from
Corporate Social Responsibility Committee external, there are risks internal to the business operations
of the Company. All these risks require a structured risk
Risk Management Committee management process to timely identify and implement the
measures to mitigate them. Our ability to create sustainable
Complete details regarding the composition, roles, terms value for our stakeholders is dependent on recognizing and
of reference, powers, and meetings of the aforementioned effectively addressing key risks that exist in our environment.
committees are provided in the Corporate Governance Report, The Company has a strong framework for risk management in
which is an integral part of the Annual Report. place to help with this. Any major hazards to the organization's
reputation, operational continuity, environment, compliance, and
All recommendations and / or suggestions made by the employee health and safety are identified, prioritized, mitigated,
respective Committees are presented to the Board for approval monitored, and reported by the Company, using this framework,
or information, as necessary. Throughout the financial year on a regular basis throughout the year. The Board constituted
ended March 31, 2024, all recommendations and suggestions a Risk Management Committee. Its composition and terms of
mandated by the Committees were duly accepted by the Board. reference are provided in the Corporate Governance Report.
These Committees convene meetings as required to fulfill their The Company has a risk management policy in place, which
roles and responsibilities effectively or as stipulated under includes details about identification of elements of risk, if any,
statutory requirements. which in the opinion of the Board may threaten the existence
of the Company.

MEETING OF INDEPENDENT DIRECTORS The Board confirms that, as of the date of this report, the risks
identified together with mitigation plans undertaken do not
A meeting of the Independent Directors was convened foreseeably threaten the existence of the Company or its going
separately on January 12, 2024, in line with best prevailing concern status.

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O ri ent Elect ric L imited | A n n u al R epor t 2023-24

INTERNAL FINANCIAL CONTROLS Secretarial Auditor

The Company has in place a robust Internal Finance Control Secretarial Auditors, M/s A. K. Labh & Co., Practicing Company
system commensurate with its size and complexities. More Secretaries, issued the Secretarial Audit Report for the financial
details on the Company’s control systems are provided in the year 2023-24, as required under the Act and Rules made
Corporate Governance Report and Management Discussion and thereunder, as well as Regulation 24A of the Listing Regulations.
Analysis Report. The report does not contain any qualification, reservation,
or adverse remarks and has been provided in Annexure B
to this Report.
NOMINATION AND REMUNERATION POLICY
Additionally, in compliance with Regulation 24A of the Listing
To harmonize the aspirations of human resources consistent Regulations, the Secretarial Compliance Report for the financial
with the goals of the Company and in terms of the provisions year 2023-24 was received from Mr. A.K. Labh and was timely
of the Act, rules made thereunder and the Listing Regulations, filed with the stock exchanges. This report pertains to the
the Company has implemented Nomination and Remuneration Company's adherence to the Securities and Exchange Board of
Policy. The key objectives of this Policy, inter-alia, include: India Act, 1992, the Securities Contracts (Regulation) Act, 1956,
and the Rules, Regulations, Circulars, and Guidelines issued
Laying down the criteria for board membership, ensuring thereunder, as applicable.
an appropriate balance between Executive and Non-
Executive directors. The Secretarial Compliance Report is available on the Company's
website and can be accessed at the following weblink:
Outlining a framework to ensure that the Company’s https://www.orientelectric.com/images/investors/secretarial-
remuneration levels are aligned with industry practices. compliance-report-2024.pdf

Establishing an effective method for evaluating The Board on the recommendation of the Audit Committee,
the performance of the Board, its Committees, and has appointed M/s A. K. Labh & Co., Practicing Company
individual directors. Secretaries, (Certificate of Practice No. 3238), as the Secretarial
Auditor to conduct an audit of the secretarial records for the
The salient features of the Nomination and Remuneration financial year 2024-25.
Policy of the Company are outlined in the Corporate Governance
Report which forms part of the Annual Report. There was no Cost Auditor
amendment in the Policy during the financial year 2023-24.
The Policy is also available on the website of the Company at The Company is maintaining proper cost records in compliance
https://www.orientelectric.com/images/investors/nomination- with the requirements of Section 148 of the Act read with the
remuneration-policy.pdf. Companies (Cost Records and Audit) Rules, 2014, as amended.
Mr. Somnath Mukherjee, Cost Accountant in Practice (M. No.
– 5343), appointed as the Cost Auditor of the Company for
AUDITORS conducting the audit of the cost records of specific products for
the financial year ended March 31, 2024, shall provide the Cost
Statutory Auditors & Audit Report Audit Report for the financial year 2023-24 within the timeframe
prescribed under the Act and the rules made thereunder.
M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm
Registration Number 301003E/ E300005), acting as the Upon the recommendation of the Audit Committee, the Board
Statutory Auditors of the Company, continuing their second term has appointed Mr. Somnath Mukherjee, Cost Accountant in
until the conclusion of the 10th AGM. Practice (M. No. – 5343) as the Cost Auditor of the Company
for the financial year 2024-25. Pursuant to the provisions of
The Audit report for the financial year 2023-24, issued by Section 148 of the Act read with the Companies (Audit and
the Statutory Auditors, does not contain any qualification, Auditors) Rules, 2014, the remuneration payable to the Cost
reservation, or adverse remarks. The Auditors have also Auditor requires ratification by the shareholders. Therefore, the
confirmed that during their audit process for the financial Board recommends the ratification of the remuneration payable
year 2023-24, they did not observe any events indicating to the Cost Auditor by the shareholders at the ensuing AGM.
the commission of fraud by the officers or employees of the
Company. Therefore, no instances of fraud were reported to the
Audit Committee, Board, or the Central Government, as the case
may be, as required under Section 143(12) of the Act.

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SUSTAINABILITY - BUSINESS RESPONSIBILITY AND PREVENTION OF SEXUAL HARRASMENT OF WOMEN


SUSTAINABILITY REPORT AT WORKPLACE

We at Orient Electric, being one of the leading consumer electric Orient Electric has zero tolerance for any kind of discrimination or
goods companies, always remain cautious of the impact of harassment. Pursuant to the provisions of Sexual Harassment of
our actions on the environment. In order to create a healthier
women at Workplace (Prevention, Prohibition and Redressal) Act,
future for our planet, we continue to foster belief and intensify
2013 (’POSH’) and the Rules made thereunder, the Company has
sustainable activities by harnessing technology to combat
in place a policy on Prevention of Sexual Harassment at Workplace.
climate change, conserve electricity and water, manage waste
effectively and reduce green-house gas emission. The Company has constituted Internal Committees at all its
working locations, as applicable, in India to consider and resolve
On the social front, the Company’s efforts are directed towards compliant(s), if any received under POSH. During the financial year
making underprivileged strata of our society including women, 2023-24, no complaint was reported under the provisions of the
empowered by providing better means of education, helping POSH. The requisite details mandated by POSH are provided in the
them enhance their technical and soft skills, and arranging Corporate Governance Report, which is part of this Annual Report.
improved healthcare facilities. Orient Electric is committed to
fostering diversity and inclusion within our workforce, promoting
employee wellness and enhancing their overall experience. RELATED PARTY TRANSACTIONS

In accordance with Regulation 34(2)(f) of the Listing Regulations,


All transactions of the Company with its related parties during
the Business Responsibility and Sustainability Report (‘BRSR’)
the financial year 2023-24 were at arm’s length basis and in the
of the Company disclosing its actions on Environmental, Social,
ordinary course of business operations of the Company, which
and Governance (‘ESG’) parameters during the financial year
2023-24, forms part of the Annual Report. were pre-approved by the Independent Directors in the Audit
Committee. All related party transactions are quarterly reviewed
MANAGEMENT DISCUSSION AND ANALYSIS REPORT by the Audit Committee. To provide a framework for the related
party transactions and also to identify the material related party
Pursuant to Regulation 34 of the Listing Regulations, the transaction, the Company has implemented a Related Party
Management Discussion and Analysis Report for the year under Transaction Policy, which can be accessed at the website of the
review is presented in a separate section, forming an integral
Company at: https://www.orientelectric.com/images/investors/
part of this Annual Report.
related-party-policy.pdf.

During the reporting period, there were no material related


CORPORATE SOCIAL RESPONSIBILITY
party transactions as per Listing Regulation and the Related
The Company has established a Corporate Social Responsibility Party Transaction Policy of the Company. Accordingly, the
Policy (‘CSR Policy’) that articulates our commitment to social declaration in Form AOC-2 under Section 134(3)(h) of the Act
responsibility and delineates guidelines and mechanisms for is not applicable. All related party transactions of the Company
implementing impactful programs aimed at the welfare and during the financial year 2023-24 are provided in Note No. 34
sustainable development of communities. The CSR Policy of the Financial Statements.
can be accessed at the website of the Company at: https://
www.orientelectric.com/images/investors/corporate-social-
responsibility-policy.pdf. During the year, no amendments were COMPLIANCE WITH THE PROVISIONS OF
made the Company's CSR Policy.
SECRETARIAL STANDARDS
In accordance with Section 134(3)(o) of the Act and Rule 8 of
The Company has diligently adhered to the applicable Secretarial
the Companies (Corporate Social Responsibility) Rules, 2014, as
Standards, namely SS-1 on ‘Meeting of the Board of Directors’and
amended, the annual report on Corporate Social Responsibility
activities undertaken by the Company, during the reporting SS-2 on ‘General Meetings’ issued by The Institute of Company
period is provided as Annexure C to this Report. Secretaries of India. The Company has ensured full compliance
with these standards to maintain the highest standards of
corporate governance and regulatory adherence.

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CONSERVATION OF ENERGY, TECHNOLOGY ANNUAL RETURN


ABSORPTION AND FOREIGN EXCHANGE EARNINGS
& OUTGO Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31, 2024 is available on the
Information in accordance with the provisions of Section 134(3) Company’s website at https://www.orientelectric.com/images/
(m) of the Act, read with Rule 8 of the Companies (Accounts) investors/Annual-Return-31-Mar-2024.pdf.
Rules, 2014 regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo, is given in
the statement annexed as Annexure D hereto and forms a part SIGNIFICANT AND MATERIAL ORDERS PASSED BY
of this Report. ANY REGULATORS OR COURT

During the financial year 2023-24, there were no significant or


CHANGE IN THE NATURE OF BUSINESS OF THE material orders passed by the Regulators or Courts or Tribunals
COMPANY impacting the going concern status and operations of the
Company in the future.
There was no change in the nature of the business operations
of the Company, during the financial year ended March 31, 2024.
AFFIRMATIONS

MATERIAL CHANGES AND COMMITMENTS 1. To the best of our knowledge and the information available,
AFFECTING FINANCIAL POSITION BETWEEN END OF no application has been made under the Insolvency and
THE FINANCIAL YEAR AND DATE OF REPORT Bankruptcy Code, hence the requirement to disclose the
details of application made or any proceeding pending
There are no material changes and commitments affecting under the Insolvency and Bankruptcy Code, 2016, as
the financial position of the Company between the end of the amended, during the year along with their status as at the
financial year 2023-24 under review and the date of this Report, end of the financial year is not applicable.
except as disclosed in this report or any annexure thereof.
2. During the year under review, your Company has
not made any onetime settlement with any bank or
INVESTOR EDUCATION AND PROTECTION FUND financial institution.

In accordance with the provisions of the Act and the Investor


Education and Protection Fund (Accounting, Audit, Transfer, ACKNOWLEDGEMENTS
and Refund) Rules, 2016 (‘IEPF Rules’), all unclaimed dividends
are mandated to be transferred to the Investor Education and Your directors take this opportunity to express gratitude to
Protection Fund (‘IEPF’) after a period of seven consecutive years. Company’s valued customers, trusted suppliers, banks and
Additionally, shares on which dividends remains unclaimed by financial institutions, dedicated channel partners, business
shareholders for seven consecutive years or more are required associates, Central and State Governments and esteemed
to be transferred to the demat account of the Investor Education shareholders for their enduring trust, support, and steadfast
and Protection Fund Authority (‘IEPF Authority’) as per the confidence in the Company. Your directors acknowledge and
IEPF Rules. Following the transfer, shareholders can reclaim hereby extend their heartfelt appreciation for the unwavering
the aforementioned shares along with any accrued dividends dedication, support and commitment demonstrated by the
by submitting an application to the IEPF Authority as per the Company’s employees across all levels.
prescribed procedure available on www.iepf.gov.in, accompanied
by the requisite documents stipulated under the IEPF Rules.
Upon receipt of the application, the Company submits an online
verification report to the IEPF Authority, overseen by the Nodal
Officer. All corporate benefits arising from such shares, including For and on behalf of the Board of Directors
dividends (excluding rights shares), are credited to the IEPF. Details Orient Electric Limited
regarding the dividend amounts transferred to the IEPF Authority Chandra Kant Birla
in respect of shares transferred to IEPF Authority, are provided in Place: New Delhi Chairman
the Corporate Governance Report included in this Annual Report. Date: May 09, 2024 DIN:00118473

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Annexure A

Details of Remuneration as per Section 197 of the Companies Act, 2013 (‘Act’) and Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

A. Details as per Section 197 of the Act and Rule 5(1):

(i) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the
financial year 2023-24:

Ratio of Remuneration to median


Name of Director Designation
remuneration of employees
#
Mr. Desh Deepak Khetrapal Vice- Chairman & Managing Director 27.27

(ii) Percentage increase / (decrease) in the remuneration of Directors, Chief Executive Officer, Chief Financial Officer
and Company Secretary, in the financial year 2023-24 is as follows:

Percentage increase / (decrease)


S.
Name of the Directors / KMP’s Name of the Directors / KMP’s in remuneration in the financial
No.
year 2023-24^
#
1 Mr. Desh Deepak Khetrapal Vice- Chairman & Managing Director N.A.
2 Mr. Saibal Sengupta Chief Financial Officer 7%
3 Mr. Hitesh Kumar Jain Company Secretary 7%

^Since Non-Executive and Independent Directors receives no remuneration except sitting fees and commission, the above details in para (i) and (ii) are
not applicable.
#
Appointed Managing Director and designated as Vice Chairman & Manging Director with effect from July 15, 2023.
Mr. Rakesh Khanna and Mr Rajan Gupta, resigned from the services of the Company as Managing Director and Chief Executive Officer, w.e.f. close of
business hours on April 03, 2024 and July 14, 2023, respectively, the details in para (i) and (ii) above are not provided / not applicable.

(iii) Percentage increase in the Median Remuneration of employees in the financial year:

During the financial year 2023-24, median annual remuneration of employees increased by 5% over the previous financial year.

(iv) Number of Permanent Employees on the rolls of the Company:

The Company had 1190 permanent employees on its rolls as on March 31, 2024.

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(v) Average percentile increase already made in the salaries of employees other than the managerial personnel
in the last financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration:

Average percentage increase in the salaries of employees other than the managerial personnel during the financial year 2023-
24 was 7.20%. Any increase in the remuneration of Managing Director is not applicable as the present Managing Director took
over the office w.e.f. July 15, 2024.

(vi) The Company affirms that the remuneration to directors and employees during the financial year 2023-24 is as
per its Nomination and Remuneration Policy.

For and on behalf of the Board of Directors


Orient Electric Limited
Chandra Kant Birla
Place: New Delhi Chairman
Date: May 09, 2024 DIN:00118473

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Annexure B

SECRETARIAL AUDIT REPORT


FOR THE FINANCIAL YEAR ENDED March 31, 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To
The Members,
Orient Electric Limited
Unit VIII, Plot No. 7
Bhoinagar, Bhubaneswar – 751 012
Odisha

We have conducted the secretarial audit of the compliance period under scrutiny. We have checked the Board process and
of applicable statutory provisions and the adherence to good compliance management system to understand and to form an
corporate practices by Orient Electric Limited having its opinion as to whether there is an adequate system of seeking
Registered Office at Unit VIII, Plot No. 7, Bhoinagar, Bhubaneshwar approval of respective committees of the Board, of the members
– 751 012, Odisha (hereinafter called the ‘Company’). Secretarial of the Company and of other authorities as per the provisions of
Audit was conducted in a manner that provided us a reasonable various statutes as mentioned hereinafter.
basis for evaluating the corporate conducts / statutory
compliances and expressing our opinion thereon. Wherever required we have obtained the management
representation about the compliance of the laws, rules and
Based on our verification of the books, papers, minute books, regulations and happening of events, etc.
forms and returns filed and other records maintained by the
Company and also the information provided by the Company, The Compliance of the provisions of Corporate and other
its officers, agents and authorized representatives during the applicable laws, rules, regulations, and standards is the
conduct of secretarial audit, we hereby report that in our opinion, responsibility of the management. Our examination was limited
the Company has, during the audit period covering the financial to the verification of compliance procedures on test basis.
year ended 31.03.2024 complied with the statutory provisions
listed hereunder and also that the Company has proper Board- Our report is neither an assurance as to the future viability of
processes and compliance-mechanism in place to the extent, in the Company nor of the efficacy or effectiveness or accuracy
the manner and subject to the reporting made hereinafter. with which the management has conducted the affairs
of the Company.
Auditors’ Responsibility
We report that, we have examined the books, papers, minute
Maintenance of Secretarial Records is the responsibility of the books, forms and returns filed and other records maintained by
management of the Company. Our responsibility is to express an the Company for the financial year ended 31.03.2024 according
opinion on existence of adequate Board process and compliance to the provisions of (as amended):
management system, commensurate to the size of the Company,
based on these secretarial records as shown to us during the said (i) The Companies Act, 2013 (the 'Act’) and the rules
audit and also based on the information furnished to us by the made there under;
officers’ and the agents of the Company during the said audit. (ii) Secretarial Standards as issued by The Institute of
Company Secretaries of India;
We have followed the audit practices and processes as (iii) The Securities Contracts (Regulation) Act, 1956 and the
were appropriate to the best of our understanding to obtain rules made there under;
reasonable assurance about the correctness of the contents of (iv) The Depositories Act, 1996 and the Regulations and Bye-
the secretarial records. The verification was done on test basis laws framed there under;
to ensure that correct facts are reflected in secretarial records. (v) Foreign Exchange Management Act, 1999 and the rules and
We believe that the processes and practices, we followed, regulation made there under to the extent of Foreign Direct
provide a reasonable basis for our opinion. Investment, Overseas Direct Investment and External
Commercial Borrowings;
We have not verified the correctness, appropriateness and bases
of financial records, books of accounts and decisions taken by
the Board and by various committees of the Company during the

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(vi) The following Regulations and Guidelines prescribed under (ii) The Securities and Exchange Board of India (Issue and
the Securities and Exchange Board of India Act, 1992: Listing of Debt Securities) Regulations, 2008;

(a) The Securities and Exchange Board of India (iii) The Securities and Exchange Board of India (Delisting of
(Substantial Acquisition of Shares and Takeovers) Equity Shares) Regulations, 2021.
Regulation, 2011;
(b) The Securities and Exchange Board of India (iv) The Securities and Exchange Board of India (Issue of
(Prohibition of Insider Trading) Regulations, 2015; Capital and Disclosure Requirements) Regulation, 2018.
(c) The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer Agents)
We further report that:
Regulations, 1993 regarding the Companies Act and
dealing with client;
(a) The Board of Directors of the Company is duly constituted
(d) The Securities and Exchange Board of India
with proper balance of Executive Directors, Non-Executive
(Listing Obligations and Disclosure Requirements)
Directors, and Independent Directors.
Regulations, 2015;
(e) The Securities and Exchange Board of India (Share (b) Adequate notice is given to all directors to schedule the
Based Employee Benefits and Sweat Equity) Board Meetings, agenda and detailed notes on agenda
Regulations, 2021; and were sent at least seven days in advance, and a system
exists for seeking and obtaining further information and
We further report that, having regard to the compliance system clarifications on the agenda items before the meeting and
prevailing in the Company and on examination of the relevant for meaningful participation at the meeting.
documents and records in pursuance thereof, on test-check
basis, the Company has specifically complied with the provisions (c) Majority decision is carried through while the dissenting
of the following Act: members’ views, if any, are captured and recorded as part
of the minutes.
1. Bureau of Indian Standards Act, 2016
2. Bureau of Energy Efficiency (d) There are adequate systems and processes in the
Company commensurate with the size and operations
to the extent of its applicability to the Company during the financial of the Company to monitor and ensure compliance with
year ended 31.03.2024 and our examination and reporting is applicable laws, rules, regulations, and guidelines.
based on the documents, records and files as produced and shown
to and the information and explanations as provided to us by the
Company and its management and to the best of our judgment We further report that:
and understanding of the applicability of the different enactments
(a) The Company has allotted 5,80,321 equity shares against
upon the Company. Further, to the best of our knowledge and
exercise of equal number of ESOPs (Employee Stock Options)
understanding there are adequate systems and processes in the
by the employees of the Company during the financial
Company commensurate with its size and operation to monitor
year under report.
and ensure compliances with applicable laws including general
laws, labour laws, competition law, environmental laws, etc.
(b) The Company is in compliance with Regulations 3(5) and
3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015
During the period under review the Company has complied and has a Structured Digital Database in place.
with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. as mentioned above.
For A. K. LABH & Co.
During the period under review, provisions of the following Company Secretaries
regulations / guidelines / standards were not applicable
to the Company: (CS A. K. LABH)
Practicing Company Secretary
(i) The Securities and Exchange Board of India (Buyback of FCS – 4848 / CP No.- 3238 Place: Kolkata
Securities) Regulations, 2018; UDIN:F004848F00033806 Dated: May 09, 2024

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Annexure C

Annual Report on Corporate Social Responsibility (‘CSR’) activities for the financial year 2023-24.

1. Brief outline of CSR Policy of the Company: Renovation & Modernisation of Govt Girls Schools

In compliance with the provisions of Section 135 of the One of the flagship CSR projects of Orient Electric
Act and the Companies (Corporate Social Responsibilities) revolves around enhancing the educational
Rules, 2014, as amended, the Company has framed its infrastructure of government schools, particularly
Corporate Social Responsibility (‘CSR’) Policy which outlines focusing on providing a conducive environment
its philosophy on CSR. The Company’s guiding principle for for girl students. The Company has adopted two
CSR is 'through sustainable measures, actively contribute government girl’s schools in Faridabad district of
to the social, economic and environmental development of Haryana – ‘Government Girls Senior Secondary
the community in which the Company operates ensuring School, NH-3, NIT, Faridabad’, and ‘Government Girls
participation from the community and thereby create Higher Secondary School, village Kaurali, Faridabad’
value for the nation’. The Company’s CSR activities are to uplift the infrastructure in these schools with the
mainly towards education and skill development, women objective to provide better educational facilities to
empowerment and creating better health facilities for the girl students. ‘EK Sangharsh’ a not-for-profit public
underprivileged strata of the society. charitable trust, registered under the Indian Trust
Act, 1882, based out of Faridabad, Haryana, acted
Key highlights of the CSR projects undertaken during the as the implementing agency for this project. Key
year- activities include installation of rain water harvesting
structures for water conservation, repair of meal cum
a. Education, Skill Development and Women cultural activities area equipped with proper flooring
Empowerment and shed to cover students from harsh sunlight and
inclement weather conditions, enhancing cleanliness
Education, skill development and women empowerment and hygiene standards, renovation of washrooms,
is one of the themes, the Company’s CSR activities are building boundary wall to ensure the safety and
directed for. The Company believes that ‘Education gives security of students, teachers and other staff,
you wings to fly’. With this belief, during the financial year installation of CCTV cameras in both the schools,
2023-24, the Company has undertaken following projects indoor games facilities, floor tiles in rooms of the
under this area: primary wing. To create an atmosphere of unity and
shared enthusiasm, the Company organized a vibrant
Ujjwal - Electrician upskilling sports and cultural meet at Government Girls Senior
Secondary School, NH-3, NIT, wherein students of
Electricians play a crucial role in our societies, both the schools participated. Meritorious students
ensuring the smooth functioning of infrastructure from the both the schools were awarded with bicycles.
and utilities that are essential for modern life. Their This strategic enhancement aimed to provide girls
expertise is indispensable, yet many in this profession students with a safer and more comfortable study
lack formal training and recognition. Recognising environment, conducive to their overall well-being
this gap, Orient Electric, undertook an impactful CSR and academic success.
initiative, Ujjwal, wherein, the Company in association
with Dee Foundation, a not-for-profit registered Mind Culture Program
charitable trust, and Teach India, has upskilled more
than 5,000 electricians across India. Led by certified During the year under review, Orient Electric had
and experienced trainers, sessions in this project contributed to the Mind Culture Program being
were meticulously designed to cover critical aspects run by Ramakrishna Mission. This program aims
of the trade, alongside focusing on interpersonal to build a center for learning and development
skills, digital literacy and financial management. The focusing on organizing workshops for young
project was aimed to enhance the employability of students in modular formats covering Emotional
electricians by equipping them with broader skills. Maturity & Ego Management, Managing Superior–
The main aspect of the project was its alignment with Subordinate relationship at work, Time Management,
National Skill Development Corporation framework, Understanding weaknesses and overcoming on those,
with electricians received Skill India certification after Work-life balance, Mindfulness at work and Stress
completion of training. Management & Control.

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Campus Infrastructure Development at provided for the medical treatment expenses for
Chanakya University critical illness for people coming from poor strata.

During the year under review, the Company First Referral Unit – 1, Faridabad
contributed for infrastructure development at
Chanakya University’s Global Campus. Chanakya Recognising the importance of better healthcare
University is a not-for-profit private university facilities, especially for women, in promoting
established by the Act of the Karnataka State community well-being, the Company, in association
Legislature in 2021, with the objective to provide with Ek-Sangharsh, a not-for-profit registered
world class education facilities, accessible and charitable, has undertaken various measures to
affordable to all, development of youths who are upgrade medical infrastructure and improved patient
rooted in ideals and groom them into becoming care services at First Referral Unit-1, in Faridabad, a
inspiring leaders with life-mastering skills. University hospital of Government of Haryana, providing medical
offers unique new-age programmes that are inter and treatments mainly to women and Children. During
trans-disciplinary in nature and integrated with Indian the year the Company provided necessary testing /
Knowledge Systems. treatment machines, installed a bubble CPAP machine
specifically designed for newborn infants, ensuring
b. Healthcare – Improved and affordable medical timely and effective respiratory support for neonatal
facilities patients, a biochemistry analyser machine to upgrade
the hospital's laboratory facilities, enabling accurate
Taking into account the impact that healthcare has had and efficient diagnostic testing, and upgraded the
on society as a whole, the Company began working with hospital's surgical facilities, including the installation
hospitals and health care centers to improve healthcare of ultra-modern Operation Theater lights.
infrastructure and offer better care and medical support
to those from disadvantaged social groups experiencing c. Eradicating Hunger
serious and potentially fatal medical emergencies.
In order to address the serious problem of malnutrition,
Critical Care- Tie-up with SJM Hospital, Noida Orient Electric has partnered with the Akshaya Patra
Foundation, a not-for-profit public charitable trust
Orient Electric has partnered with SJM hospital, Noida registered under the Indian Trust Act, 1882, to provide
with an objective to provide medical assistance to freshly prepared, nourishing meals to students enrolled
the people from underprivileged sections of society in some of the government schools in Delhi. The program
suffering from critical illness. During the year under benefits school children from low–income families,
review, the Company set up NICU/ICU ward and addressing nutritional needs and improving their health. It
also supports families by reducing their financial burden
and responsibilities.

2. Composition of CSR Committee as at March 31, 2024

CSR Committee Meeting FY 23-24


S.
Name of Director Designation / Nature of Directorship
No. Number of Number of
meetings held meetings attended

1 Mr. K Pradeep Chandra Chairman/Independent Director 3 3


2 Mr. Desh Deepak Khetrapal Member/Executive Director 3 3
3 Mr. TCA Ranganathan Member/Independent Director 3 3

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3. Provide the web-link where composition of CSR committee, CSR Policy and CSR projects approved by
the board are disclosed on the website of the company.

Composition of CSR Committee, CSR Policy and CSR projects approved by the Board are available on the website of the Company
and can be accessed through the following weblinks:

a. Composition of CSR Committee: https://www.orientelectric.com/investors/board-of-directors

b. CSR Policy: https://www.orientelectric.com/images/investors/corporate-social-responsibility-policy.pdf.

c. CSR projects: https://www.orientelectric.com/investors/other-disclosures/csr-projects

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried
out in pursuance of sub- rule (3) of rule 8, if applicable.

Weblink: https://www.orientelectric.com/investors/other-disclosures/csr-projects

The Company’s average CSR obligation, during the last three financial years, does not cross the limit of H 10 crores or more
as prescribed under Rule 8(3) of Companies (Corporate Social responsibility Policy) Rules, 2014, therefore the requirement of
undertaking impact assessment of CSR projects was not applicable on the Company during the financial year 2023-24. However,
the Company has, through an independent entity, voluntarily carried out the impact assessment of some of its CSR projects
undertaken during previous financial years. Summary of this impact assessment report is attached as an Annexure C (a)
with this report.

5. CSR Obligation for the financial year 2023-24:


(J in Crores)

(a) Average net profit of the Company as per Section 135(5) 144.70
(b) Two percent of average net profit of the Company as per section 135(5) 2.90
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial Nil
years
(d) Amount required to be set-off for the financial year, if any Nil
(e) Total CSR obligation for the financial year 2023-24 (5b+5c-5d) 2.90

6. CSR Spend details for the financial year 2023-24:


(J in Crores)

(a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project) 2.91
(b) Amount spent in Administrative Overheads Nil
(c) Amount spent on Impact Assessment, if applicable* 0.05
(d) Total amount spent for the Financial Year 2023-24 [6(a)+6(b)+6(c)] 2.96
*To access the impact of the CSR activities being carried out, the Company voluntarily got the impact assessment done for some of its key projects
undertaken in previous years.

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(e) CSR amount spent or unspent for the Financial Year 2023-24:

Amount Unspent (INR Crores)

Total Amount transferred to Amount transferred to any fund specified


Total Amount Spent for the Financial Year
Unspent CSR Account as per under Schedule VII as per second proviso
(INR Crores)
sub¬section (6) of section 135 to sub-section (5) of section 135
Date of Name of Date of
Amount Amount
transfer the fund transfer
2.96

Not Applicable

(f) Excess amount for set-off, if any:

Sl. Amount
Particulars
No. (INR Crores)
(i) Two percent of average net profit of the company as per section 135(5) 2.90
(ii) Total amount spent for the Financial Year 2023-24 (including the amount set-off) 2.96
(iii) Excess amount spent for the financial year 2023-24 [(ii)-(i)] 0.06
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous Nil
financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 0.06

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

Amount transferred
Balance Amount
Amount to any fund specified
Amount in Amount remaining to
transferred to under Schedule VII
Unspent CSR spent in the be spent in
Sl. Preceding Unspent CSR as per second proviso
Account under financial succeeding Deficiency,
No. Financial Year Account under to sub-section (5) of
sub¬section (6) year financial if any
section 135(6) section 135, if any
of section 135 (INR Crores) years
(INR Crores) Amount Date of
(INR Crores) (INR Crores))
(INR Crores) Transfer
1 2020-21 Nil NA Nil NA NA Nil Nil
2 2021-22 Nil NA Nil NA NA Nil Nil
3 2022-23 Nil NA Nil NA NA Nil Nil

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility
amount spent in the Financial Year 2023-24:

Yes No

If Yes, enter the number of Capital assets created/ acquired: 5

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Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the
Financial Year 2023-24:

Short particulars Details of entity/ Authority/ beneficiary of the


of the property or Pin code registered owner
Amount of
Sl. asset(s) [including of the Date of CSR
CSR amount
No. complete address property or creation Registration
spent(Crores) Name Registered address
and location of the asset(s) Number, if
property] applicable
1. Automated Clinical 121003 17.02.2024 0.08 NA First Referral Sector-30,
Chemistry Analyser, 13.03.2024 Unit -1 Faridabad-121003,
Bubble CPAP 19.03.2024 Hospital Haryana
Machine, Operation
Theatre LED Light
2 NICU Setup 207307 27.08.2023 0.15 NA SJM Plot No. 1, Sector
& Healthcare 19.01.2024, Multispeciality 63, Noida, Gautam
equipments, Hospital, Buddha Nagar,
Examination light Uttar Pradesh

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per
section 135(5). – Not Applicable.

For Orient Electric Limited For Orient Electric Limited

K. Pradeep Chandra Desh Deepak Khetrapal

Chairman – CSR Committee Vice- Chairman & Managing Director


DIN:05345536 DIN: 02362633

May 09, 2024 May 09, 2024


Place: United States Place: New Delhi

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Annexure C (a)

Executive Summary of Independent Impact FY23. The project included comprehensive renovations and
Assessment of Orient Electric Limited CSR Projects modernization, such as repair of classrooms, constructing
new toilet block, sports ground, whitewash, installing an RO
Chrysalisis Services Private Limited (‘Chrysalis Services’) water purifier, providing dual desks and stools, upgrading
was entrusted in the financial year 2023-24 to undertake an electrical fittings, power back-up, setting up computer
Independent Impact Assessment Evaluation of Orient Electric lab and library. Additional efforts included installing
Limited’s (the ‘Company’ or ‘OEL’) major CSR Projects completed interlocking tiles, rainwater harvesting structures, and
in the financial years 2020-21, 2021-2022 and 2022-2023. A various environmental conservation initiatives.
team of researchers from Chrysalis Services independently
conducted assessments to evaluate the effectiveness and Outcome
overall impact of the assigned projects on their intended
beneficiaries and communities. The comprehensive renovation, modernization,
and infrastructure development benefited 221
students in FY-20, 319 students in FY-22, and 250
Process adopted by Chrysalis Services: students in FY-23.

Understanding Project Objective: by discussion with All the school staff appreciated the renovation and
the management. construction work. 100% of the survey respondents
appraised the activities done in GGHS for improving
Desk Review: Review of agreements with the implementing
overall infrastructure, sitting arrangements and
partners and project completion reports.
environmental conservation efforts. 95% of the
survey respondents rated library facilities as excellent
Research Design: Development of the quantitative and
and 5% as good.
qualitative data collection tool for evaluation.

Rainwater Harvesting conserves ~3,297,000 litres of


Field Visit and Data Collection: Quantitative data collection
water annually from rainfall and ~28-30 lakh litres
through survey questionnaires and qualitative through Key
annually from RO wastewater.
Informant Interviews, Focused Group Discussions, direct
observation, and smiley scale exercises.
2. Renovation and Modernization of Government Girls
Senior Secondary School
Data Analysis: Analysis and interpretation of collected data.

Objective
Reporting: Consolidated report recording and
recommendations.
To improve the quality of education and overall learning
experience for the girl students by upgrading the
Projects: school infrastructure, improving the aesthetics and
functionality of the school.
1. Renovation of Government Girls Higher Secondary
School, Kaurali Overview of the Project

Objective In FY23, OEL in association with ‘Ek Sangharsh’ a not-


for-profit organisation, acted as Implementing Agency,
To improve the quality of education and overall learning renovated and modernized the Government Girls Senior
experience for girl students by upgrading the school Secondary School (‘GGSS’) in Faridabad, Haryana.
infrastructure, enhancing sports facilities, and improving The project included constructing new toilets, cycle
the aesthetics and functionality of the school. shed, installing CCTV cameras, repairing the main gate,
upgrading electrical fittings, and building septic tanks for
Overview of the Project safe waste disposal.

OEL, in association with ‘Ek Sangharsh’ a not-for- Outcome


profit organisation, acted as Implementing Agency, has
transformed Government Girls Higher Secondary School Renovation and construction work benefited
(‘GGHS’) Kaurali, Faridabad, Haryana, over FY20, FY22, and approximately 1883 girl students and 50

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staff members, enhancing their learning and that teachers provided clear instructions for online
working environment. assignments. 88% of the survey respondents
confirmed that teachers were able to offer
All the school staff, including the principal, expressed additional help and support during the transition to
appreciation for the renovation and construction work. online classes.

100% of the survey respondents appreciated the Tablets given to teachers during COVID are still being
renovation work carried out in GGSS and confirmed used to display digital content, especially for teaching
that sufficient water is now available in new toilets nursery to 2nd grade students by connecting them
built. 98% of the survey respondents were satisfied with LED Screens, which is showcasing the project's
with the construction of the new toilets. 99% of the sustainability beyond the crisis.
survey respondents found the cycle shed beneficial.
100% of the respondents confirmed that these 4. Mid-Day Meal for Government School Students
infrastructure development works improved the
ambience of the GGSS as well as enhanced the security Objective
of girl students. The enhancements work improved
the school's infrastructure, creating a safer and more To eradicate hunger among school students by providing
conducive learning environment for students them with freshly cooked nutritious meals.

3. Support for Children’s Education During COVID Overview of the Project

Objective The Company’s Mid-day Meal project in Delhi during FY23,


implemented by Akshaya Patra, a Not-for-profit public
To provide continued education and support to students charitable organisation, focused on providing nutritious
from marginalized communities during COVID-19 pandemic meals to students to eradicate hunger and improve their
through online classes and empower students for well-being. It aimed to address hunger among school
academic progress. students, impact on attendance and enrolment, ensuring
access to nutritious food for academic success.
Overview of the Project
Outcome
In FY22, OEL partnered with Jayaprakash Narayan Memorial
Trust (‘JPNMT’), a not-for-profit organisation, acted as The project for mid-day meal served 1,93,499 nutritionally
Implementing Agency, to support children's continued balanced meals as per Government guidelines to 2,023
education during Covid-19 in Vidya and Child (‘V&C’) School, students from 6 schools over 99 working days. High
Noida, Uttar Pradesh. It addressed educational challenges standards of hygiene were maintained in the meals served
in marginalised communities by providing support for in schools, preventing food borne illnesses. The project
the holistic development opportunities, including online encouraged community participation by serving midday
classes, arts programs, life skills classes, career readiness meals to parents during parent-teacher meetings, ensuring
programs for students' future and parent engagement. quality assurance and feedback.
The project also included providing tablets and internet
data packs to teachers helping them to take online classes 5. Critical Care and Medical Assistance -SJM Hospital
of the students, teachers' salaries, and training sessions to
enhance digital education skills. Objective

Outcome To enhance the healthcare services and support for


underprivileged individuals by providing specialized
The project ensured continued education and medical care, equipment, and financial assistance, thereby
academic support of 321 students in classes 1st to improving their access to quality healthcare.
8th (school education) and 33 in classes 9th to 12th
(after school centre). Overview of the Project

100% of the survey respondents confirmed the In FY22 and FY23, the Company undertook large-scale
support from OEL helped students continued their healthcare projects at SJM Hospital, Noida, to enhance
education and got timely feedback from teachers, medical care facilities for underprivileged individuals. The
aided by tablets provided by OEL. 96% of the project involved setting up specialized wards, distributing
survey respondents from classes 6th to 8th agreed COVID-19 vaccines, providing medical equipment to

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hospitals, reimbursing treatment costs for patients, and The project addressed the healthcare needs for
conducting health check-up camps. economically weaker sections, removing disparities
in healthcare access by ensuring underprivileged
Outcome individuals had equal access to healthcare services,
helped them to alleviate the financial burdens and
The Project positively impacted 2,494 individuals significantly improved health outcomes and quality of
over two years (1,018 beneficiaries in FY22 and 1,476 life for beneficiaries.
in FY23), showcasing its reach.
7. Critical Care and Medical Assistance - First Referral
100% of the survey respondents expressed Unit, Government Hospital
contentment with the accessibility and availability
of medical equipment as well as cleanliness, hygiene Objective
and enhanced quality of treatment in the Orient Ward.
To enhance healthcare facilities at First Referral Unit-1 by
83% of the survey respondents who received providing essential medical equipment, leading to improved
a discount on bed and testing charges rated it patient care and treatment.
as very helpful.
Overview of the Project
This initiative improved healthcare accessibility for
economically weaker sections.
The Company provided essential equipments such as
Haematology Analyser, Electrolyte Analyser, ECG Machine,
6. Critical Care and Medical Assistance - Sir Ganga Ram
labour room delivery table and infusion pump to First
Hospital
Referral Unit-1, Faridabad, in FY23 to enhance medical
facilities for underprivileged individuals. The project
Objective
improved diagnostics, maternal and child healthcare and
patient comfort.
To provide financial support for critical illnesses to
economically weaker individuals, improving their health
Outcome
outcomes and reducing the financial burden on families. It also
seeks to increase healthcare accessibility for marginalised
The hospital conducted 2,406 CBC tests and 68
communities and address disparities in healthcare access.
electrolyte tests using diagnostic machines, performed
Overview of the Project 1,118 deliveries on the new delivery table, and used
the sponsored infusion pump 83 times in NBCU.
The Company partnered with Sir Ganga Ram Hospital, Delhi,
in FY 23 to support economically weaker individuals with 100% of survey respondents stated they were
critical illnesses, including cancer, chronic kidney disease, diagnosed and treated properly at the hospital and
chronic liver disease, lung disease, heart disease, coronary confirmed that healthcare services at First Referral
artery disease, and multiple ailments. Unit-1 have improved a lot. 96% reported no
challenges in accessing healthcare services and 72%
Outcome of patients surveyed have used lab services and were
very satisfied with testing facilities.
Orient Electric's support enabled 41 economically weaker
individuals to access critical medical treatments without Detailed impact assessment reports for each of the above
financial burden. The project improved healthcare accessibility projects are available on the website of the company and can
for marginalised communities by providing access to quality be assesses at https://www.orientelectric.com/investors/other-
medical treatment at Sir Ganga Ram Hospital. disclosures/csr-projects

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Report of Board o f D ire c tors

STATUTORY REP O RT

Annexure D

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE EARNINGS AND OUTGO
[Pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014]

A. CONSERVATION OF ENERGY The Company continues to promote the use of alternative


source of energy. Solar streetlight project execution for
At Orient Electric, we're always exploring ways to BREDA is the biggest example of using solar energy.
minimize the adverse impacts on the environment, as
much as possible, in both the products we sell and the Investment:
manufacturing processes the Company use. The Company
in its manufacturing operations has taken following steps The Company invested H4.1 crores for setting up Variable Speed
which helped in conservation of energy: Drive air-compressor to control the flow of energy from the main
lines to the manufacturing process.
Advance Manufacturing Process: Variable
Frequency Drive control panels installed at assembly
lines and liquid paint shop in fans manufacturing B. TECHNOLOGY ABSORPTION AND RESEARCH &
plant at Faridabad, resulting in saving of 3,845 KWH/ DEVELOPMENT
month electricity. Further, IE-2 types of motor were
replaced by IE-4 types of motor which are super TECHNOLOGY ABSORPTION:
premium energy efficient and helped save 1,110 KWH/
month electricity. BLDC motor design has been optimized with Ex Winding
without any impact on performance. This technology
Lower Carbon Footprint: In appliances, the Expanded
has been implemented in all BLDC fan models.
Polystyrene (EPS) packing is replaced by Pulp packing,
as Pulp packing is often made from recycled paper or
Ceiling fans are made to meet ISI marked Compliance
sustainable wood fibers, which consumes less energy
(IS374:2019 norms).
to produce as compared to EPS. Manufacturing EPS
involves the use of fossil fuels and emits greenhouse
Fans Range is expanded by launch of new models like
gases. On the other hand, pulp packing is produced
Speed star, Arina, Ecotech prime and Mozart.
using sustainable sources which have lower carbon
footprint, contributing to reduced environmental
Integrated/Seamless Blade and motor Trim with IMD
impact and energy usage.
technology implemented in Mozart fan.
BEE Star label Compliant products: All fan models
Aeroseries range of fans has been expanded by
have been converted to BEE Star labelled models for
regular production which consumes lessor energy. launch of Aerosense IOT enabled fan and Aeroslim
BLDC TPW fans have been developed to reduce with 3 LED Light. Both these fans are smart fan with
power consumption from 65~70 Watt to 30~35 Watt. ABS blades ensuring High Air delivery.

Alternate Source of Energy: Benefits derived by the use of new technology:

Dual fuel kit is installed in generator sets to meet the The new technology used in the fan’s models results
compliance requirements of Commission for Air Quality in reduction in power consumption and enhanced
Management (‘CAQM’) in National Capital Region and performance. Launch of new fan models has enhanced the
adjoining areas, which reduces the consumption of diesel premium fans portfolio.
by using alternative fuel (70% PNG and 30% diesel).
Technology Imported and year of import:
At Faridabad plant, installed 1.1 MW new gas generator set
for reducing the air pollution and meeting compliance as No technology imported from any country outside India
per CAQM GRAP requirement. during the year under review.

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Whether the technology has been fully absorbed: Benefits derived from the expenditure incurred on
Research and Development:
Not applicable.
Inhouse development of BLDC PCBA has helped the
RESEARCH AND DEVELOPMENT ACTIVITIES: Company to create a reliable electronics base and full
control over PCBA design.
Specific Areas of Research and Development:
Elimination of base plate from LED bulb and yet
Special Anti-scaling coating on heating element maintaining the required junction temperature of LEDs
reduces salt deposition on the surface of heating not only helped in reducing the cost of bulbs but also
element submerged to water. This coating provides in reducing to a great extent the usage of aluminium.
the protection from corrosion, which helps to increase
the life of heating element. Future Plan of Actions:

Inhouse developed low voltage PCBA for fan models The Company is continuously making its efforts to introduce
to ensure product reliability. products with technology which offer considerable saving in
energy consumption, high performance, low level of noise and
Designs for range of water heaters has been longer product life. These efforts include but not limited to,
upgraded to achieve the 5 Star ratings pursuant to designing BLDC motor for appliances, air coolers and entry level
requirement of BEE notification resulting ~10% saving fans and introduction of moulded magnet ring.
in energy consumption. This design has received
approval from BEE. FOREIGN EXCHANGE EARNINGS AND OUTGO

Innovative lens developed and being used in LED Details of foreign exchange earnings and outgo for the financial
products like High Bay (150 lm/W), Street light (140- year 2023-24 is as follows:
150 lm/W) for National Highways which increases (Hin Crores)
efficiency of lights, thereby increases the spacing
For the financial For the financial
between two poles yet keeping the minimum lux
Particulars year ended year ended
requirement on the road. Higher efficacy helps in
March 31, 2024 March 31, 2023
consuming lesser power, meeting lux requirements on
Foreign Currency 127.18 97.30
street and increase in spacing between poles reduces
Earnings
the number of poles to be used thereby reduction in
Foreign Exchange Outgo 94.83 79.36
usage of the metal.

Expenditure incurred on Research and development:

Spent approximately H18 lacs in procuring software


licenses (KEIL, IAR, ALTIUM) for establishing
competency in IOT domain and enabling
new PCB design. For and on Behalf of the Board of Directors
For Orient Electric Limited
Spent approximately H20 lacs in developing Pulp
Packaging material compatibility. Chandra Kant Birla

Spent approximately H50 lacs in innovations in Date: May 09, 2024 Chairman
lighting and switchgear products. Place: New Delhi DIN: 00118473

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Business Responsibility & Sustainability


Report - 2023-24
Orient Electric Limited (‘OEL’ or the ‘Company’), a CK Birla Group Company, is a prominent player
in the Indian Electric Consumer Durables and Lighting, Switchgear and Wiring accessories.
With a legacy spanning nearly seven decades, OEL offers a comprehensive range of lifestyle
electrical products including fans, lighting, home appliances, switchgear and wiring.
Rather than solely focusing on market share, OEL emphasizes creating unique consumer experiences and capturing market niches
with innovative products. Traded on both BSE Ltd. & National Stock Exchange of India Ltd., the Company is committed towards
adopting cutting-edge technology and energy efficiency in its products and safety for its consumers.

Operating from manufacturing facilities in Noida, Faridabad, Hyderabad and Kolkata, OEL is one of the leading exporters of fans and
a significant player in the Fans and LED bulb market in India.

In this report, the words – ‘Orient Electric’, ‘OEL’, ‘We’, ‘Our’, ‘the Company’ are used interchangeably to denote Orient Electric Ltd.

SECTION A:
GENERAL DISCLOSURES

I. Details of the listed entity:

1. Corporate Identity Number (CIN) of the Listed Entity L31100OR2016PLC025892


2. Name of the Listed Entity Orient Electric Limited
3. Year of incorporation 2016
4. Registered office address Unit –VIII, Plot No. 7, Bhoinagar, Bhubaneswar-751012,
Odisha, India
5. Corporate address 240, Okhla Industrial Estate, Okhla Phase III, New Delhi,
Delhi –110020, India
6. E-mail investor@orientelectric.com
7. Telephone 011-40507000
8. Website www.orientelectric.com
9. Financial year for which reporting is being done 2023-24
10. Name of the Stock Exchange(s) where shares are Name of the Exchange Stock Code
listed
National Stock Exchange of India Ltd. ORIENTELEC
BSE Ltd. 541301
11. Paid-up Capital H 21,33,65,899/-
12. Name and contact details (telephone, email address) Mr. Saibal Sengupta
of the person who may be contacted in case of any Chief Financial Officer
queries on the BRSR report – Phone No. - 011-40507000,
Email - investor@orientelectric.com
13. Reporting boundary - Are the disclosures under All the disclosures are made in this report on a standalone
this report made on a standalone basis (i.e. only for basis.
the entity) or on a consolidated basis (i.e. for the
entity and all the entities which form a part of its
consolidated financial statements, taken together). –
14. Name of assurance provider: Not Applicable for the reporting period as per SEBI Circular
No. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dt. 12 July, 2023
15. Type of assurance obtained: Not Applicable for the reporting period as per SEBI Circular
No. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dt. 12 July, 2023

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II. Products/services:
16. Details of business activities (accounting for 90% of the turnover):

S.
Description of Main Activity Description of Business Activity % of Turnover of the entity
No.
1. Electrical Consumer Durables Manufacturing and Trading of Electrical 70.51
2. Lighting, Switchgear and Wiring Fans, Appliances, Lighting, MCBs, 29.49
Accessories Switches, Cables, Wiring devices and
accessories

17. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):

S.
Product/Service NIC Code % of Total Turnover Contributed
No.
1. Ceiling Fans 27503 43.40
2. TPW Fans 27503 11.77
3. Lighting 27400 24.99
4. Switchgear & Wires 27331/27339 4.49
5. Water Heater 27502 4.72
6. Cooler 27509 3.85

III. Operations
18. Number of locations where plants and/or operations/offices of the entity are situated:

Location Number of plants Number of offices Total


National 4 39* 43
International 0 1 1

*Includes warehouses

19. Markets served by the entity:


a. Number of locations

Locations Number
National (No. of States) 36*
International (No. of Countries) 33
*Includes 28 States and 8 Union Territories of India

b. What is the contribution of exports as a percentage of the total turnover of the entity?
Contribution from exports was 4.67% of the total turnover, for the reporting period.

c. A brief on types of customers


The Company serves a diverse clientele, catering to both industrial and retail sectors, encompassing business-to-business
(B2B) and business-to-customer (B2C) transactions.

Additionally, a small portion of its operations entails interactions with governmental entities, known as business-to-
government (B2G).

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IV. Employees
20. Details as at the end of Financial Year:
a. Employees and workers (including differently abled):

S. Total Male Female


Particulars
No. (A) No. (B) % (B / A) No. (C) % (C / A)
EMPLOYEES
1. Permanent (D) 1190 1115 93.70 75 6.30
2. Other than Permanent (E) 60 52 86.67 8 13.33
3. Total Employees (D + E) 1250 1167 93.36 83 6.64
WORKERS
4. Permanent (F) 162 110 67.90 52 32.10
5. Other than Permanent (G) 2132 1825 85.60 307 14.40
6. Total workers (F + G) 2294 1935 84.35 359 15.65

b. Differently abled Employees and workers:

S. Total Male Female


Particulars
No. (A) No. (B) % (B / A) No. (C) % (C / A)
DIFFERENTLY ABLED EMPLOYEES
1. Permanent (D) 00 00 00 00 00
2. Other than Permanent (E) 00 00 00 00 00
3. Total differently abled employees (D + E) 00 00 00 00 00
DIFFERENTLY ABLED WORKERS
4. Permanent (F) 1 1 100.00 00 00
5. Other than permanent (G) 2 2 100.00 00 00
6. Total differently abled workers (F + G) 3 3 100.00 00 00

21. Participation/ Inclusion/ Representation of women

No. and percentage of Females


Total (A)
No. (B) % (B / A)
Board of Directors* 6 1 16.67
Key Management Personnel 2 0 0.00

* Mr. Desh Deepak Khetrapal serves as the Vice Chairman and Managing Director of Orient Electric Ltd., hence counted only in Board of Directors.

22. Turnover rate for permanent employees and workers

FY 2023-24 FY 2022-23 FY 2021-22


Male Female Total Male Female Total Male Female Total
Permanent Employees 24.98 26.98 25.09 25.52 40.43 26.30 22.95 39.53 23.80
Permanent Workers 7.44 0.00 4.98 3.92 0.00 3.92 5.50 0.00 5.50

V. Holding, Subsidiary and Associate Companies (including joint ventures)


23. (a) Names of holding / subsidiary / associate companies / joint ventures:
The Company does not have any holding, subsidiary or associate Companies, including joint ventures.

VI. CSR Details


24. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: Yes
(ii) Turnover (in Rs.) – 2,812.12 lacs
(iii) Net worth (in Rs.) – 638.93 lacs

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VII. Transparency and Disclosures Compliances


25. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business
Conduct:

FY 2023-24 FY 2022-23
Grievance Redressal
Stakeholder Number of Number of
Mechanism in Place
group from Number of complaints Number of complaints
(Yes/No) (If Yes,
whom complaints pending complaints pending
then provide web- Remarks Remarks
complaint is filed during resolution filed during resolution
link for grievance
received the year at close of the year at close of
redress policy)
the year the year
Communities Yes Nil Nil None Nil Nil None
Investors Yes Nil Nil None Nil Nil None
(other than Weblink-https://
shareholders) www.orientelectric.
com/images/
investors/grievance-
redressal-policy.pdf
Shareholders Yes 6 Nil None 2 Nil None
Weblink- https://
www.orientelectric.
com/images/
investors/grievance-
redressal-policy.pdf
Employees Yes 26 9 All grievances 8 5 All grievance
and workers Weblink-https:// of the of employees
www.orientelectric. employees and
com/images/ and workers are
investors/grievance- workers are addressed in
redressal-policy.pdf addressed in a structured
a structured manner
manner under the
under the ambit of
ambit of the the policies
policies of the of the
organization. organization
Customers Yes 18,62,855 6,865 Grievances 15,76,890 9,015 Grievances
https://orient. and and
servitiumcrm. suggestions suggestions
com/orient/ received received
getCustomerInfo.jsp across across
channels channels
Value Chain Yes Nil Nil None Nil Nil None
Partners https://www.
orientelectric.com/
images/investors/
whistle-blower-
policy.pdf

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26. Overview of the entity’s material responsible business conduct issues pertaining to environmental and social matters
that present a risk or an opportunity to the business, rationale for identifying the same, approach to adapt or mitigate
the risk along-with its financial implications

Financial implications of
Indicate In case of risk,
S. Material issue Rationale for identifying the the risk or opportunity
whether risk or approach to adapt or
No. identified risk / opportunity (Indicate positive or
opportunity (R/O) mitigate
negative implications)
1. Product Safety Risk Product safety holds paramount The Company boasts a Negative implications
importance for electric consumer robust quality control
(There was no financial
goods manufacturers like Orient and testing team that
impact in FY 23-24)
Electric. Malfunctioning appliances endeavours to minimize
can lead to fires or other hazards, the likelihood of product
causing property damage, injuries malfunction or recall.
or fatalities. Such malfunctions This effort not only
pose risks of litigation and captures additional
negative consumer sentiment, market share but also
potentially impacting brand value, limits exposure to
revenue growth, or market share. regulatory and litigation
Failure to report known product risks.
safety hazards to relevant
authorities can result in penalties.
2. Product Lifecycle Opportunity The companies in the Electric NA Positive implication
Environmental Consumer Durable industry
Impacts are continually striving to
differentiate their products from
those of their competitors. One
crucial differentiating factor is the
environmental impact of products
throughout their lifecycle, often
associated with the cost of
appliance usage. This issue entails
a company’s capacity to design
products with the entire lifecycle
in mind, from creation and usage to
disposal. Specifically, this involves
energy and water efficiency
of appliances, and building &
designing of the products in an
environment friendly manner. The
Company prioritises designing
and manufacturing products with
improved environmental impacts
to increase consumer demand
and market share. Furthermore,
the Company strives to minimize
the environmental impact of its
products, aiming to address critical
provisions related to areas such
as GHG emissions reduction and
extended producer responsibility
in a better manner.
1
Material issues identified are referred from the Sustainability Accounting Standards Board (SASB) 2023-24 version. SASB Standards are maintained and
enhanced by the International Sustainability Standards Board (ISSB); this follows the SASB’s merger with the International Integrated Reporting Council
(IIRC) into the Value Reporting Foundation (VRF) and subsequent consolidation into the IFRS® Foundation in 2022.

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Financial implications of
Indicate In case of risk,
S. Material issue Rationale for identifying the the risk or opportunity
whether risk or approach to adapt or
No. identified risk / opportunity (Indicate positive or
opportunity (R/O) mitigate
negative implications)
3. Innovation Opportunity Operating in a competitive NA Positive implication
industry, the companies face the
risk of falling behind if they fail
to introduce smarter and more
innovative products in their
respective segments. However,
this also presents OEL with an
opportunity to stay ahead of the
curve by boosting its innovation
efforts, thereby developing more
user- and environmental friendly
products and increasing both the
top and bottom lines of OEL. The
Company has a dedicated R&D
department working towards
better, smarter & durable products
for its consumers.
4. Geo political risk Risk The Company caters to the The Company routinely Negative implication
demand for its products in conducts assessments (There was no financial
numerous countries, each of of its global markets impact in FY 23-24)
which may pose geo-political risks and demand factors
arising due to pandemic, conflicts in light of geopolitical
between countries etc. which can risks. This facilitates
adversely affect the business effective inventory
operations of the Company. planning.

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SECTION B:
MANAGEMENT AND PROCESS DISCLOSURES
This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the
NGRBC Principles and Core Elements.

Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and management processes
1. a) Whether your entity’s policy/policies cover
each principle and its core elements of the Y Y Y Y Y Y Y Y Y
NGRBCs. (Yes/No)
b) Has the policy been approved by the Board? Policies formulated under the applicable statutory provisions are
(Yes/No) approved by the Board of Directors, while other policies are formulated by
the respective Business/Function Heads and approved by the Managing
Director and/or the concerned Business/Function Head, as applicable.
c) Web Link of the Policies, if available:
S. Policy – BRSR
Name of policy Link to Policy
No. Principles Alignment
1 Related Party Policy https://www.orientelectric.com/images/investors/related-party-policy.pdf P1
2 Code of Conduct for Directors and https://www.orientelectric.com/images/investors/code-of-conduct-for- P1
Senior Management directors-and-senior-management.pdf
3 Archival Policy https://www.orientelectric.com/images/investors/archival-policy.pdf P1
4 Disciplinary Action Policy Intranet P1
5 Media Communications Policy Intranet P1
6 Promotion Policy Intranet P1
7 Privacy Policy https://www.orientelectric.com/privacy-policy P2
8 Employee Insurance Policy Intranet P3
9 Cab Booking Policy Intranet P3
10 Confirmation Policy Intranet P3
11 Crèche Policy Intranet P3
12 Group mediclaim policy (GMP POLICY) Intranet P3
13 Hiflyer Policy Intranet P3
14 HIV & AIDS Policy Intranet P3
15 Laptop Desktop Data Card Policy Intranet P3
16 Leave Attendance policy Intranet P3
17 Transfer Relocation Policy Intranet P3
18 Salary Advance Policy Intranet P3
19 Variable Pay Policy Intranet P3
20 WOW Policy Intranet P3
21 International Travel Policy Intranet P3
22 Internal Job Posting Intranet P3
23 Nomination and Remuneration Policy https://www.orientelectric.com/images/investors/nomination-remuneration- P3
policy.pdf
24 Code of Conduct for Fair Disclosure https://www.orientelectric.com/images/investors/code-of-conduct-for-fair- P3
of UPSI disclosure-of-upsi.pdf
25 Dividend Distribution Policy https://www.orientelectric.com/images/investors/dividend-distribution-Policy. P4
pdf
26 Whistle Blower Policy https://www.orientelectric.com/images/investors/whistle-blower-policy.pdf P5
27 Corporate Social Responsibility Policy https://www.orientelectric.com/images/investors/corporate-social- P6
responsibility-policy.pdf
28 Materiality of Events and Information https://www.orientelectric.com/images/investors/determining-materiality-of- P7
events-and-informations.PDF
29 Social Media Policy/ Photo and video Intranet P7
release policy
30 Familiarization Programme https://www.orientelectric.com/images/investors/familiarisation-programme. P8
pdf
31 Terms & Conditions of Appointment of https://www.orientelectric.com/images/investors/Terms-Conditions-of- P8
Independent Directors Appointment-of-Independent-Directors.pdf
32 Policy on Equal Opportunity Intranet P8
33 Whistle Blower Policy- https://www.orientelectric.com/images/investors/whistle-blower-policy.pdf P9

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Following are the exhaustive list of policies pertaining to each Principle:


Principle P1: Transparency & Accountability Code of Ethical Standards and Behavioural Conduct
Risk Management Policy
Code of Conduct to Regulate Monitor and Report Trading by
Designated Persons
Related Parties Transactions Policy
Policy for Determination of Materiality of Events or Information
Whistle-blower Policy
Non-discrimination Policy
Information Technology Policy
Archival Policy
Code of Conduct for Directors and Senior Management
Principle P2: Product Responsibility Risk Management Policy
CSR Policy
Information Technology Policy
Information Security Management System Policy
Environment Health and Safety Policy
Principle P3: Employee Development Nomination & Remuneration Policy
Dividend Distribution Policy
Prevention of Sexual Harassment Policy
Code of Ethical Standards and Behavioural Conduct
Whistle-blower Policy
Non-discrimination Policy
Working Hours Policy
Employee Handbook and/or HR Policy Document
Principle P4: Stakeholder Engagement Code of Conduct to Regulate
Monitor and Report Trading by Designated Persons
Nomination & Remuneration Policy
Dividend Distribution Policy
Related Parties Transactions Policy
Policy for Determination of Materiality of Events / Information
Whistle blower Policy
Working Hours Policy
Principle P5: Human Rights Code of Ethical Standards and Behavioural Conduct
Prevention of Sexual Harassment Policy
Whistleblower Policy
Child Labour Policy
Non-discrimination Policy
Principle P6: Environment Principle CSR Policy
Environment Policy
Energy Management System Policy
Principle P7: Policy Advocacy Code of Ethical Standards and Behavioural Conduct
Code of Conduct to Regulate, Monitor and Report Trading by
Designated Persons
Related Parties Transaction Policy
Policy for Determination of Materiality of Events / Information Policy
CSR Policy
Whistleblower Policy
Non- discrimination Policy
Information Security Management Policy

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Principle P8: Inclusive Growth Familiarization Program for Independent Directors


Code of Ethical Standards and Behavioural Conduct
Prevention of Child Labour Policy
Non-discrimination Policy
Fair Remuneration Policy
Equal Opportunity Policy
Principle P9: Customer Value Code of Ethical Standards and Behavioural Conduct
Whistle blower Policy
Information Technology Policy
2. Whether the entity has translated the policy into Yes
procedures. (Yes / No)
3. Do the enlisted policies extend to your value No
chain partners? (Yes/No)
4. Name of the national and international codes/ The policies mentioned above are based on the Principles of National
certifications/labels/ standards (e.g. Forest Guidelines on Responsible Business Conduct (‘NGRBC’). Additionally, the
Stewardship Council, Fairtrade, Rainforest Company has obtained the ISO certifications as listed below for its plants:
Alliance, Trustea) standards (e.g. SA 8000, ISO 14001:2015 - Environmental Management Systems (Plants at
OHSAS, ISO, BIS) adopted by your entity and Noida, Faridabad and Kolkata)
mapped to each principle.
ISO 45001:2018 - Operational Health & Safety Management Systems
(Noida and Faridabad Plant)
ISO 50001:2018 - Energy Management System (Faridabad Plant)
ISO 9001:2015 - Quality Management Systems (Noida, Faridabad
and Kolkata Plant)
5. Specific commitments, goals and targets set by In its Environment, Social and Governance (‘ESG’) journey, aligned with
the entity with defined timelines, if any. global targets, Orient Electric looks forward to setting short, medium, and
6. Performance of the entity against the specific long-term targets for the sustainability KPIs mentioned below:
commitments, goals and targets along-with (i) Energy Conservation
reasons in case the same are not met. (ii) Waste Management
(iii) Water Management
(iv) Climate Change mitigation
(v) GHG reduction, and
(vi) Biodiversity protection
To start with, the Company has set up short term ESG targets, which were
achieved through number of measures, including:
1. Extended Producer Responsibility: Fixed targets of plastic waste
recycling and achieved through recyclers.
2. BLDC Technology: Ensured complete integration of BLDC technology
in several models of fans and air coolers.
3. Transition to Energy-Efficient LED Lighting.
4. Promotion of BEE Star-Rated Products: Increase the share of BEE star-
rated products in product portfolio.
5. ISO 50001:2018 Certification: Implemented and adhering to the
requirements of ISO 50001:2018 standard at Faridabad plant.
6. Expansion of Renewable Energy Sources: Increase the percentage of
energy derived from renewable sources.
7. Reduced CO2 emission by starting to use dual fuel generator sets
instead of diesel generators.
8. Pulp Packaging: Expanded Polystyrene packaging replaced by pulp
packaging in many of our products.

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Governance, leadership and oversight


7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets
and achievements
ESG factors are vital to Orient Electric’s quest of excellence in every sphere of our operations. We are happy to underline
our dedication to tackling ESG related issues, establishing challenging goals, and achieving important benchmarks. While
integrating sustainable practices into our operations presented some challenges, we’re proud of the significant progress we’ve
made. We’ve taken proactive steps to address these obstacles, fostering a culture of resilience and long-term sustainability.
Our carefully planned goals demonstrate our steadfast commitment to going above and beyond industry norms and legal
obligations. Especially, our accomplishments in reducing the negative impact of manufacturing process on the environment,
encouraging diversity and inclusion, and improving governance structures demonstrate our dedication to ethical business
practices.
8. Details of the highest authority responsible for Vice Chairman & Managing Director – Orient Electric Limited
implementation and oversight of the Email-investor@orientelectric.com
Business Responsibility policy (ies)

9. Does the entity have a specified Committee Risk Management Committee (‘RMC’) of the Board of Directors is
of the Board/ Director responsible for decision additionally entrusted with the responsibility of overall supervising the
making on Sustainability related issues? (Yes / actions of the Company relating to ESG. RMC reviews all risks, including
No). If yes, provide details. sustainability risks, and the mitigation actions thereof. Additionally, the
Governance Risk and Compliance Committee of the Company reviews and
identifies all the risks pertaining to the Company, lays down mitigation
strategies and actions to address those identified risks. The Audit
Committee reviews matters pertaining to compliance and governance. The
Corporate Social Responsibility Committee reviews for strategies, plans
and actions being taken for engagement with society and environmental
protection.

10 Details of Review of NGRBCs by the Company:

Indicate whether review was undertaken by


Frequency (Annually/ Half yearly/ Quarterly/
Director / Committee of the Board/Any other
Subject for Review Any other – please specify)
Committee
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance against above The Board of Directors, Risk Management
policies and follow up action Committee, Audit Committee and Corporate
Social Responsibility Committee, as applicable
based on their terms of reference, periodically
review the Company’s progress against Periodically
sustainability parameters and policies. They
are guided on actions to be taken and review
progress against these parameters.
Compliance with statutory Operational issues are addressed on an The Compliance Report is presented before
requirements of relevance ongoing basis as they are identified. The the Audit Committee and Board of Directors
to the principles, and, Company utilizes compliance monitoring quarterly.
rectification of any non- software to track, monitor, and comply with
compliances regulations in real-time.

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P1 P2 P3 P4 P5 P6 P7 P8 P9
11 Has the entity carried out independent assessment/ The Company seeks assurances and comfort regarding its policies,
evaluation of the working of its policies by an procedures, and codes through periodic audits conducted by external
external agency? (Yes/No). If yes, provide name of agencies, as applicable or required, in addition to periodic internal
the agency. evaluations at the Board and Committee levels. For the purpose of
this report, an extensive assessment of the operationalization and
effectiveness of the policies mentioned in this section is conducted by
Dhir & Dhir Associates, an eminent law firm.

12 If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:

Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider the principles
material to its business (Yes/No)
The entity is not at a stage where it is in a position
to formulate and implement the policies on specified
principles (Yes/No)
The entity does not have the financial or/human Not Applicable
and technical resources available for the task (Yes/
No)
It is planned to be done in the next financial year
(Yes/No)
Any other reason (please specify)

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SECTION C:
PRINCIPLE WISE PERFORMANCE DISCLOSURE

Businesses should conduct and govern themselves with integrity and in a manner that is Ethical,
PRINCIPLE 1:
Transparent and Accountable.

Essential Indicators
1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year:

Total Number of % age of persons in respective


Topics/principles covered under
Segment training and awareness category covered by the awareness
the training and its impact
programmes held programmes
Board of Directors 15 Awareness, including Technical 100.00
Key Managerial and Functional, are imparted
Personnel through detailed presentations
during Board / Committee
meetings covering vide areas
encompassing all principles
including risks, threats and
mitigations, business continuity,
social responsibilities and
governance.
Employees other than 61 Awareness programs covers 31.67
BoD and KMPs vast areas of Functional &
Behavioural Training, POSH,
Ethical Business Conduct, Human
Resource Practices, Product
Trainings, Compliances and
Prohibition of Insider Trading.
Workers 139 Workers undergo specialized
training programs focusing >90.00
on health, safety and skill
development.

2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the
entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year,
basis the materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations,
2015 and as disclosed on our website:

Monetary
Name of the regulatory/ Has an appeal
Amount Brief of the
NGRBC Principle enforcement agencies/ been preferred?
(in INR) Case
judicial institutions (Yes/No)
Penalty/Fine
Settlement NIL
Compounding Fee
Non-Monetary
Imprisonment
NIL
Punishment

The Company, its Directors and/or KMPs have not been subjected to any thresholds of the materiality policy to pay any fines,
penalties, punishments, awards, compounding fees, or settlement amounts in the financial year.

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3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or
non-monetary action has been appealed.

Case Details Name of the regulatory/enforcement agencies/judicial institutions


Not Applicable

4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a
web-link to the policy.
The Company’s vision and mission emphasize ethics and transparency as essential components. This commitment to upholding
the highest ethical standards is further demonstrated through its Code of Ethical Standards and Behavioral Conduct, which
encompasses anti-bribery and anti-corruption measures. This reflects the Company’s unwavering dedication to transparent and
equitable business practices.
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement
agency for the charges of bribery/ corruption:

FY 23-24 FY 22-23
Directors* Nil Nil
KMPs* Nil Nil
Employees* Nil Nil
Workers* Nil Nil
* Based upon declarations by the Directors/KMPs/Employees/Workers , as applicable.

6. Details of complaints with regard to conflict of interest:

FY 23-24 FY 22-23
Number Remarks Number Remarks
Number of complaints received in relation to issues of conflict of Nil None Nil None
interest of the Directors
Number of complaints received in relation to issues of Conflict of Nil None Nil None
Interest of the KMPs

7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by
regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.
During the reporting year, there were no instances of corruption or conflicts of interest that necessitated intervention from
regulators, law enforcement agencies, or judicial institutions.
8. Number of days of accounts payables [(Accounts payable *365) / Cost of goods/services procured] in the following
format:

FY 23-24 FY 22-23
Number of days of accounts payables 82 76

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9. Open-ness of business
Provide details of concentration of purchases and sales with trading houses, dealers, and related parties along-with
loans and advances & investments, with related parties, in the following format:

Parameter Metrics FY 23-24 FY 22-23


Concentration of Purchases a. Purchases from trading houses as % of total 1.52 1.00
purchases
b. Number of trading houses where purchases 28 23
are made from
c. Purchases from top 10 trading houses as % 1.2 0.80
of total purchases from trading houses
Concentration of Sales a. Sales to dealers / distributors as % of total 90.46 90.33
sales
b. Number of dealers / distributors to whom 4,085 3,274
sales are made
c. Sales to top 10 dealers / distributors as % of 34.4 36.9
total sales to dealers / distributors
Share of RPTs in a. Purchases (Purchases with related parties / 0.58 0.56
Total Purchases)
b. Sales (Sales to related parties / Total Sales) 0.03 0.03
c. Loans & advances (Loans & advances given Nil Nil
to related parties / Total loans & advances)
d. Investments ( Investments in related parties Nil Nil
/ Total Investments made)

Leadership Indicators
1. Awareness programmes conducted for value chain partners on any of the Principles during the financial year:

% age of value chain partners covered


Total number of awareness (by value of business done with
Topic/principles covered under the training
programmes held such partners) under the awareness
programmes
156 Training sessions are conducted for service 100.00
technicians to enhance their skills, deepen
their product knowledge, and familiarize
them with the proper use of safety gear.

2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board?
(Yes/No). If yes, provide details of the same.
The Company has stringent measures in place to mitigate any conflicts of interest, outlined within the Code of Conduct for
Directors and Senior Management, as well as the Code of Ethical Standards and Behavioural Conduct for employees. These
codes/ policies offer precise directives and procedures to manage both actual and potential conflicts of interest. Directors,
through their disclosures at the beginning of the financial year, inform to the Board of Directors, the details of the entities
wherein they are interested and also the nature of their interest therein. The internal Human Resources Management System
of the Company provides a platform to its employees to disclose any conflicts of interest in transactions, if any.

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PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe

Essential Indicators
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental
and social impacts of product and processes to total R&D and capex investments made by the entity, respectively.

Current Financial Previous Financial Details of improvements in the environmental and social
Year (%) Year (%) impacts
R&D 80.25 57.00 The Company prioritizes investments in research and
Capex 13.15 2.59 development (‘R&D’) and capex aimed at enhancing product
efficiency, with a primary focus on advancing the sustainability
of its products. A significant portion of R&D capex is allocated
towards energy efficiency in the products by implementing
advance technologies, the star ratings of fans and appliances,
as well as developing BLDC models known for their energy
efficiency and extended lifespan, increasing the star level of the
products thereby generating positive environmental and social
impacts.
2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
The on-boarding process for vendors/suppliers involves multiple stages of screening and scrutiny. The Company gives
preference to vendors who comply with applicable statutory requirements. The Company continuously monitors its sourcing
through defined processes involving required checks and controls to eliminate the usage of hazardous substances. The
process includes a complete due diligence of vendors/suppliers. In its ESG journey, the Company shall continue its vigil and
efforts to further enhance its performance in coming years.

b. If yes, what percentage of inputs were sourced sustainably?

Orient Electric endeavors to source its input materials sustainably by establishing a robust mechanism. The Company
has also assessed its value chain partners for potential sustainability impacts thereby ensuring most of its products are
adhering to sustainable practices. In its ESG Journey, the Company shall continue its progressive efforts in the said domain.

3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life,
for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
The recycling of plastic waste and e-waste is being carried out through recycler(s) approved by the Central Pollution Control
Board (‘CPCB’) under the Extended Producer Responsibility (‘EPR’) framework. This indicates that the recyclers have met
the stringent criteria set forth by the CPCB for handling and processing these specific waste streams in an environmentally
responsible manner.
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the
waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control
Boards? If not, provide steps taken to address the same.
The entity’s activities fall under the purview of EPR for Plastic waste and E-waste. CPCB approved recyclers for both waste
categories, has transferred credit points to the Company in exchange for its responsible waste management practices. This
arrangement signifies compliance with environmental regulations and a commitment to sustainable waste management.

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Leadership Indicators
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing
industry) or for its services (for service industry)? If yes, provide details in the following format?

Boundary for
Whether conducted Results communicated
% of total which the Life
Name of Product/ by independent in public domain (Yes/
NIC Code Turnover Cycle Perspective
Service external agency No) If yes, provide the
Contributed / Assessment was
(Yes/No) web-link.
conducted
27503 Ceiling Fans 43.40 The Company’s LCP No No
27503 TPW Fans 11.77 model represents
27400 Lighting 24.99 a cradle-to-gate
27331/27339 Switchgear & Wires 4.49 system.
27502 Water Heater 4.72
27509 Cooler 3.85

2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of
your products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other
means, briefly describe the same along-with action taken to mitigate the same.

Description of the risk/


Name of Product/ Service Action Taken
concern
Ceiling Fan Implemented pulp trays packaging in several of our products to
TPW Fan decrease the usage of Expanded Polystyrene packaging.
Lights (P Lum & C Lum) Use of Expanded
Corrugated fitments have been implemented in approximately 70%
Water Heater Polystyrene (EPS) for
of the stock to reduce the usage of packaging material.
Packaging
Polybags with a thickness of 51 microns or more are being used in
production / packaging in accordance with government guidelines.
Ceiling Fan Electricity Consumption The usage of BLDC motors has resulted in a reduction in product
of the Product power consumption of up to 50%.
*Life cycle assessment of the aforementioned products is being conducted from FY 2022-23.

3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing
industry) or providing services (for service industry).

Recycled or re-used input material to


Indicate input material total material
FY 23-24 FY 22-23
Not Applicable

4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled
and safely disposed, as per the following format:

FY 23-24 FY 22-23
Safely Safely
Re-Used Recycled Re-Used Recycled
Disposed Disposed
Plastics (including packaging) Nil Nil Nil Nil Nil Nil
E-waste Nil Nil Nil Nil Nil Nil
Hazardous Waste Nil Nil 0.07 Nil Nil Nil
Other waste Nil Nil Nil Nil Nil Nil

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5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category

Reclaimed products and their packaging materials (as percentage of products


Indicate product category
sold) for each product category.
Not Applicable

PRINCIPLE 3: Businesses should provide goods and services in a manner that is sustainable and safe

Essential Indicators
1. a. Details of measures for the well-being of employees:

% of employees covered by
Health Accident Maternity Paternity Day Care
Insurance Insurance Insurance Benefits facilities
Total (A)
No. No. % No. % No. % No. %
% (B/A)
(B) (C) (C/A) (D) (D/A) (E) (E/A) (F) (F/A)
Permanent Employees
Male 1115 1115 100.00 1115 100.00 00 0.00 1115 100.00 1115 100.00
Female 75 75 100.00 75 100.00 75 100.00 00 0.00 75 100.00
Total* 1190 1190 100.00 1190 100.00 75 100.00 1115 100.00 1190 100.00
Other than Permanent Employees
Male 52 52 100.00 52 100.00 00 0.00 52 100.00 52 100.00
Female 8 8 100.00 8 100.00 8 100.00 00 0.00 8 100.00
Total* 60 60 100.00 60 100.00 8 100.00 52 100.00 60 100.00

*Percentage of (D) & (E) – maternity & paternity benefit (resp.) is calculated as 100% considering (A) as total employees for the purpose of the said
benefit, as per FAQs on BRSR issued by NSE

b. Details of measures for the well-being of workers:

% of workers covered by
Health Accident Maternity Paternity Day Care
Insurance Insurance Insurance Benefits facilities
Total (A)
No. No. % No. % No. % No. %
% (B/A)
(B) (C) (C/A) (D) (D/A) (E) (E/A) (F) (F/A)
Permanent Workers
Male 110 110 100.00 110 100.00 00 0.00 00 0.00 00 0.00
Female 52 52 100.00 52 100.00 52 100.00 00 0.00 00 0.00
Total* 162 162 100.00 162 100.00 52 100.00 00 0.00 00 0.00
Other than Permanent Workers
Male 1825 1825 100.00 1825 100.00 00 0.00 00 0.00 00 0.00
Female 307 307 100.00 307 100.00 307 100.00 00 0.00 00 0.00
Total* 2132 2132 100.00 2132 100.00 307 100.00 00 0.00 00 0.00

*Percentage of (D) – maternity benefit (resp.) is calculated as 100% considering (A) as total employees for the purpose of the said benefit, as per
FAQs on BRSR issued by NSE

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c. Spending on measure towards well-being of employees and workers (including permanent and other than permanent)
in the following format-

FY 23-24 FY 22-23
Cost incurred on well-being measures as a % of total revenue of the 0.29 0.26
company

2. Details of retirement benefits, for Current FY and Previous Financial Year.

FY 23-24 FY 22-23
No. of No. of Deducted and No. of No. of Deducted and
employees workers deposited employees workers deposited
Benefits
covered as covered as with the covered as covered as with the
a % of total a % of total authority a % of total a % of total authority
employees* workers (Y/N/N.A.) employees workers (Y/N/N.A.)
PF 100 100 Yes 100 100 Yes
Gratuity 100 100 Yes 100 100 Yes
ESI NA NA NA NA NA NA
* All permanent employees, including permanent staff, receive compensation exceeding the ESI threshold, rendering them ineligible for ESI benefits.
Permanent employees are enrolled in the group medical insurance program for comprehensive coverage.

3. Accessibility of workplaces
Are the premises offices of the entity accessible to differently abled employees and workers, as per the requirements of the
Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard
Yes, the offices have entry ramps, lifts, Persons with Disabilities toilets, and are also wheelchair accessible to accommodate
differently abled employees and workers.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide
a web-link to the policy.
The Company is dedicated to fostering equal opportunities in the workplace, ensuring they are provided equal opportunities
without discrimination based on age, gender, or ethnicity. Our Equal Opportunity policy is in accordance with the Rights of
Persons with Disabilities Act, 2016.
5. Return to work and Retention rates of permanent employees and workers that took parental leave.

Permanent Employees Permanent workers


Gender Return to work Return to work Retention
Retention rate%
rate % rate% rate%
Male 100.00 100.00 100.00 100.00
Female 100.00 100.00 100.00 100.00
Total 100.00 100.00 100.00 100.00

6. Is there a mechanism available to receive and redress grievances for the following categories of employees and
worker? If yes, give details of the mechanism in brief.

Yes / No (If Yes, then give details of the mechanism in brief)


Permanent Workers Several forums, including the Work Committee, Grievance Committee, POSH Committee,
and Canteen Committee, are available to workers for addressing their grievances.
Other than Permanent Workers Yes, HR Help Desk is available in addition to a complaint register and emails to respective
HR spoc.
Permanent Employees There is a dedicated AI platform called Amber available to employees. They can also approach
via in-person or through emails to dedicated HR spoc entrusted to handle grievances.
Other than Permanent Employees Each location has its own designated HR team or helpdesk to handle grievances.

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7. Membership of employees and worker in association(s) or Unions recognized by the listed entity:

FY 23-24 FY 22-23
No. of No. of
employees/ employees/
Total Total
workers in workers in
employees employees
respective respective
Category / workers in / workers in
category, who % (B / A) category, who % (D / C)
respective respective
are part of are part of
category category
association(s) association(s)
(A) (C)
or Union or Union
(B) (D)
Total Permanent Employees 1190 0 0.00 951 0 0.00
Male 1115 0 0.00 900 0 0.00
Female 75 0 0.00 51 0 0.00
Total Permanent Worker 162 35 21.60 83 22 26.50
Male 110 35 31.81 74 22 29.72
Female 52 0 0.00 09 0 0.00

8. Details of training given to employees and workers:

FY 23-24 FY 22-23
On Health and On Skill On Health and On Skill
Total Total
Safety measures upgradation Safety measures upgradation
(A) (D)
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
Employees
Male 1115 1115 100.00 1115 100.00 900 900 100.00 900 100.00
Female 75 75 100.00 75 100.00 51 51 100.00 51 100.00
Total 1190 1190 100.00 1190 100.00 951 951 100.00 951 100.00
Workers
Male 110 110 100.00 110 100.00 74 32 43.24 42 56.76
Female 52 52 100.00 52 100.00 09 09 100 0 0.00
Total 162 162 100.00 162 100.00 83 41 49.40 42 50.60

9. Details of performance and career development reviews of employees and worker:

FY 23-24 FY 22-23
Category
Total (A) No. (B) % (B/A) Total (C) No. (D) % (D/C)
Employees
Male 1115 1115 100.00 900 900 100.00
Female 75 75 100.00 51 51 100.00
Total 1190 1190 100.00 951 951 100.00
Workers
Male 110 110 100.00 74 29 39.19
Female 52 52 100.00 09 0 0.00
Total 162 162 100.00 83 29 34.94

10. Health and safety management system:


a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If
yes, the coverage of such system?
Yes, the Company has implemented an Occupational Health and Safety Management System, and its Noida and Faridabad
Plants are certified to ISO 45001:2018 standards.

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b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by
the entity?
The Company conducts regular evaluations of its workspace to identify and mitigate hazards. It utilizes Hazard Identification
& Risk Assessment (HIRA) for identifying health and safety hazards. Additionally, the Company follows procedures for
hazard identification and risk control for both routine and non-routine work.
c. Whether you have processes for workers to report the work-related hazards and to remove themselves from such
risks. (Y/N)
The Company conducts daily safety audits at its plants to report work-related hazards and maintains a risk control register
for all types of hazard reporting.
d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No)
A medical examination is conducted every six months, and necessary statutory submissions are made to the government.
All employees are covered under health insurance.

11. Details of safety related incidents, in the following format:

Safety Incident/Number Category FY 23-24 FY 22-23


Lost Time Injury Frequency Rate (LTIFR) (per Employees Nil Nil
one million-person hours worked) Workers Nil Nil
Total recordable work-related injuries Employees Nil Nil
Workers 12 Nil
No. of fatalities Employees Nil Nil
Workers Nil Nil
High consequence work-related injury or ill- Employees Nil Nil
health (excluding fatalities) Workers Nil Nil

12. Describe the measures taken by the entity to ensure a 14. Hazards Identification and Risk Assessment (HIRA)
safe and healthy work place. Regular Review.
The Company is committed to providing a healthy and 15. ISO 45001:2018: Audit by external certification agency
safe working environment for its employees and workers. 16. Mock Drills.
It consistently strives to improve business practices and 17. Kaizens and Rewards and Recognition.
takes proactive steps to create a healthy workplace. Some
18. OHC Centre with Ambulance van.
of the proactive measures taken include:
19. Tie up with Hospitals.
1. Establishment of clear health and safety policies.
20. Reactive Measures: Incident Recording and Incident
2. Regular risk assessments and management procedures.
Investigation and Corrective and Preventive Actions.
3. Comprehensive employee training on safety protocols.
4. Provision of necessary safety equipment and facilities. The Company conducts various activities to enhance safety
culture, including:
5. Offering health and wellness programs.
6. Organising health check-up camps. 1. Holding Safety committee meetings every quarter.
7. Conducting regular inspections and audits.
2. Organizing Safety and Environment weeks with
8. Encouraging employee involvement in safety initiatives. promotional activities.
9. Ensuring compliance with health and safety regulations.
3. Conducting Tree plantation drives.
10. Developing and practicing emergency response plans.
11. Continuous monitoring and improvement of 4. Providing awareness sessions on handling electric
safety measures. devices and gazettes, and Emergency Procedure Plans.
12. Near Miss Reporting.
5. Regular adherence to SOPs, timely training sessions,
13. Safety Audit by Line Supervisor. and consistent efforts to improve health and safety
culture contribute to fostering a secure and supportive
work environment.

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13. Number of Complaints on the following made by employees and workers:

FY 23-24 FY 22-23
Pending Pending
Filed during resolution at Filed during resolution at
Remarks Remarks
the year the end of the year the end of
year year
Working Conditions 18 6 The Complaints were Nil Nil None
pertaining to issues
w.r.t routine working
conditions, which
including those
received towards
the close of the
financial year, were
addressed promptly,
Health & Safety 8 3 The Complaints were Nil Nil None
pertaining to issues
w.r.t few safety
related matters
which including
those received
towards the close of
the financial year,
were addressed
promptly,

14. Assessments for the year:

% of your plants and offices that were assessed (by entity or statutory
authorities or third parties)
Health and safety practices 100.00
Working Conditions 100.00

15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant
risks / concerns arising from assessments of health & safety practices and working conditions.
One of the key priorities of the Company is workplace safety. The Company has always emphasized safety and individual
responsibility. As part of safety measures, regular safety audits and plant safety rounds are conducted, along with prompt
closure of reported unsafe acts and conditions. Additionally, elevator checks/service and HVAC servicing are carried out at
regular intervals.

Leadership Indicators

1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees
(Y/N) (B) Workers (Y/N)?
Yes. All employees and workers are covered.
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited
by the value chain partners
According to the contractual obligations, the respective manpower providing organizations are required to deduct and deposit
the applicable statutory dues without delay. Periodic confirmatory proof of compliance is taken by the Company.

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3. Provide the number of employees / workers having suffered high consequence work- related injury/ ill-health/
fatalities (as reported in Q11 of Essential Indicators above), who have been / are rehabilitated and placed in
suitable employment or whose family members have been placed in suitable employment:

No. of employees/workers that are


rehabilitated and placed in suitable
Total no. of affected employees/workers employment or whose family
members have been placed in suitable
employment
FY 23-24 FY 22-23 FY 23-24 FY 22-23
Employees Nil Nil Nil Nil
Workers Nil Nil Nil Nil

4. Does the entity provide transition assistance programs to facilitate continued employability and the management
of career endings resulting from retirement or termination of employment? (Yes/ No)
Yes, the Company prioritizes skill development and enhancement, organizing regular sessions to upgrade the skills of its
workforce, contributing to their lifelong learning journey. This investment benefits them not only during their employment but
also in their post-retirement pursuits.
5. Details on assessment of value chain partners:

% of value chain partners (by value of business done with such partners) that
were assessed
Health and safety practices The Company conducted an assessment of value chain partners through a Survey
Working Conditions Form that covers various aspects of ESG principles, reflecting a comprehensive
approach to sustainability assessment. This form includes inquiries on elements
of working conditions and health and safety, aiming to evaluate the vendor’s
performance across these dimensions.
71.86 % of value chain partners were assessed on the mentioned parameters.

6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from
assessments of health and safety practices and working conditions of value chain partners.
Few health & safety provisioning related observations are noted at some of the value chain partners out of the exercise done
in aforementioned table 5. The Company shall look forward to address the same in coming years.

PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders

Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the entity.
Orient Electric considers its stakeholders to be essential and values developing strong ties with them. Using an analysis of
their influence on the Company’s operations and business, the stakeholders— both internal and external— are identified by
the OEL. The community at large, regulatory agencies, shareholders, workers, suppliers, and customers are among the key
stakeholders identified.

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2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder
group.

Channels of Communication
Whether Purpose and scope of
(Email, SMS, Newspaper, Frequency of
identified as engagement including
Pamphlets, Advertisement, engagement
Stakeholder Group Vulnerable & key topics and concerns
Community, Meetings, (Annually/ Half yearly/
Marginalized raised during such
Notice Board, Website, Quarterly/ Others)
Group (Yes/No) engagement
Other)
Employees No In person/ Email/ SMS/ Continued Employee connect
Meetings/ Notice Board/ HR engagement/ Daily/ session/ Learning and
Portal Monthly/ Need basis Developments / Health
and Wellness
Customers No Email / SMS /Calls Daily / Monthly/ Product related
Quarterly/ Periodically information and
/ need basis (at sales/ Services
service times)
Suppliers No Email / Meetings Monthly / Periodically / Follow up w.r.t input
need basis material / goods /
service/ order delivery
Investors No Email, Meetings Periodically Business Operations/
Governance
Analysts No Email, Meetings Need Basis Business Operations
Shareholders No Email, SMS, Newspaper Periodically Statutory requirement
Advertisement, Letters, and for the benefit
Annual Report, Notices, of the shareholders
Dissemination on Company’s in terms of claiming
website and portals of Stock their unclaimed shares
Exchanges and dividend and
for getting their KYC
details, etc. updated in
the system
Regulatory Bodies No Through returns / filings / Periodically For completing
submissions etc. statutory compliance
requirements
Community around Yes Meetings, Notice Board, Periodically Statutory Requirement.
our plants including Website, display on the CSR activities
school going children, locations
village youths and
family belonging to
underprivileged section

Leadership Indicators 2. Whether stakeholder consultation is used to


support the identification and management of
1. Provide the processes for consultation between environmental, and social topics (Yes / No). If so,
stakeholders and the Board on economic, provide details of instances as to how the inputs
environmental, and social topics or if consultation is received from stakeholders on these topics were
delegated, how is feedback from such consultations incorporated into policies and activities of the
provided to the Board. entity.
The Company regularly engages with various stakeholders Yes, based on discussions between management and
to discuss issues related to its business operations, focusing the Board, the Board provides guidance to management
on environmental, social and governance parameters. It on steps to be taken regarding the mentioned topics,
also hires consultants to conduct in-depth analysis and due directing them to incorporate these directives into existing
diligence. The analysis report is subsequently reviewed by policies or formulate new ones as necessary. These topics
management and, when necessary, submitted to the board. encompass ERM Policy, processes for capitalizing assets,
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SOPs for servicing defective products, CSR Projects and sanitation, safety measures, and organized sports
employee background verification. events, aiming to provide a conducive learning
environment for girls.
3. Provide details of instances of engagement with,
and actions taken to, address the concerns of Mind Culture Program:Orient Electric contributed to
vulnerable/ marginalized stakeholder groups. the Mind Culture Program by Ramakrishna Mission,
focusing on emotional maturity, time management,
Orient Electric is deeply committed to engaging with and work-life balance, and stress management
addressing the concerns of vulnerable and marginalized workshops for students.
stakeholder groups. Through various community outreach
programs, the Company actively collaborates with local Campus Infrastructure Development at
NGOs and community leaders to raise awareness and Chanakya University:Orient Electric contributed to
provide support to these communities. Our employees infrastructure development at Chanakya University’s
also play a vital role in this effort through volunteering Global Campus, aiming to provide world-class
activities, offering assistance and companionship to education facilities accessible to all, development of
those in need. Our CSR projects are mainly towards youths who are rooted in ideals and groom them into
education, woman empowerment, skill enhancement and becoming inspiring leaders with life-mastering skills.
improved medical care.
Nutritious Food to Children:Orient Electric partnered
Some of the key actions are: with Akshaya Patra Foundation to provide nourishing
meals to students in government schools in Delhi,
Ujjwal - Electrician Upskilling: Orient Electric addressing malnutrition among children from low-
partnered with Dee Foundation and Teach India to income families.
upskill over 5,000 electricians across India, enhancing
their employability and providing broader skills Improved Medical facilities:Orient Electric upgraded
training aligned with the National Skill Development medical infrastructure and patient care services by
Corporation framework. providing necessary medical equipment and facilities
in SJM Hospital, Noida and First Referral Unit -1,
Renovation & Modernisation of Govt. Girls’ Faridabad, a government hospital and also providing
Schools: Adopting two government girls’ schools in for free medical assistance and treatment expenses
Faridabad, Orient Electric enhanced infrastructure for critical illnesses for underprivileged individuals.
with facilities like rainwater harvesting, improved

PRINCIPLE 5: Businesses should respect and promote human rights

Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the
following format:

FY 2023-24 FY 2022-23
No. of No. of
Category employees/ % (B/A) employees/
Total (A) Total (C) % (D/C)
workers workers
covered (B) covered (D)
Employees
Permanent 1190 1190 100.00 951 951 100.00
Other than permanent 60 60 100.00 50 50 100.00
Total Employees 1250 1250 100.00 1001 1001 100.00
Workers
Permanent 162 162 100.00 83 20 24.09
Other than permanent 2132 2132 100.00 2068 1182 57.16
Total Workers 2294 2294 100.00 2151 1202 55.88

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2. Details of minimum wages paid to employees and workers, in the following format:

FY 23-24 FY 22-23
Equal to Minimum More than Equal to Minimum More than
Category Total Total
Wage Minimum Wage Wage Minimum Wage
(A) (D)
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
Employees
Permanent 1190 0 0.00 1190 100.00 951 0 0.00 951 100.00
Male 1115 0 0.00 1115 100.00 900 0 0.00 900 100.00
Female 75 0 0.00 75 100.00 51 0 0.00 51 100.00
Other than 60 0 0.00 60 100.00 50 0 0.00 50 100.00
Permanent
Male 52 0 0.00 52 100.00 47 0 0.00 47 100.00
Female 8 0 0.00 8 100.00 3 0 0.00 3 100.00
Workers
Permanent 162 108 66.67 54 33.33 83 41 49.40 42 50.60
Male 110 56 50.91 54 49.09 74 32 43.24 42 56.75
Female 52 52 100.00 00 0.00 09 09 100 0 0.00
Other than 2132 1662 77.95 470 22.05 2068 1499 72.48 569 27.51
Permanent
Male 1825 1355 74.25 470 25.75 1846 1288 69.78 558 30.22
Female 307 307 100.00 00 0.00 222 211 95.05 11 04.95

3. Details of remuneration/ salary/ wages, in the following format:


a. Median remuneration/ Wages:

Male Female
Median remuneration/ Median remuneration/
Gender Salary/ Wages of Salary/ Wages of
Number Number
respective category respective category
(Rs. in Crores/year) (Rs. in Crores/year)
Board of Directors (BoD)*^ 1 2.10 0 0
Key Managerial Personnel^ 2 1.52 0 0
Employees other than BoD and 1112 0.09 75 0.09
KMP
Workers** 110 0.02 52 0.01
* Remuneration is being paid only to Managing Director. Non-executive directors are not paid any remuneration except sitting fees and commission,
therefore, not considered.
^Remuneration includes variable pay for financial year 23-24 as per Provisions Policy of the Company.

** Workers include the Permanent Workers of Orient Electric

b. Gross wages paid to females as % of total wages paid by the entity, in the following format:

FY 23-24 FY 22-23
Gross wages paid to females as % of total wages* 6.05 6.62
*Female Workers include the Permanent Female Workers of the Company

4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or
contributed to by the business? (Yes/No)
Yes. The Human Resource department takes care of all human rights related issues.

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5. Describe the internal mechanisms in place to redress grievances related to human rights issues
The Company is committed to give its workers and employees a safe and healthy work environment. It has put in place a strong
system to sustain a safety-conscious workplace culture. To handle any issues that may come up, a number of committees
have been established, including the Canteen Committee, Whistle-blower Committee, Internal Complaint Committee under POSH,
Grievance Committee, and Work Committee. For the purpose of handling inquiries and complaints, specific HR points of contact
have been established to each location and factory.

6. Number of Complaints on the following made by employees and workers:

FY 23-24 FY 22-23
Pending Pending
Filed during resolution at Filed during resolution at
Remarks Remarks
the year the end of the the year the end of the
year year
Sexual harassment Nil Nil None Nil Nil None
Discrimination at Nil Nil None Nil Nil None
workplace
Child Labour Nil Nil None Nil Nil None
Forced Labour/ Involuntary Nil Nil None Nil Nil None
Labour
Wages Nil Nil None Nil Nil None

7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, in the following format:

Category FY 23-24 FY 22-23


Total Complaints reported under Sexual Nil Nil None Nil Nil None
Harassment on of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013 (POSH)
Complaints on POSH as a % of female Nil Nil None Nil Nil None
employees/ Workers
Complaints on POSH upheld Nil Nil None Nil Nil None

8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
The Company is committed to provide a secure and encouraging work environment to all its employees and workers. In
compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, the Company
has formulated Prevention of Sexual Harassment (POSH) Policy. All accusations pertaining to sexual harassment are handled
by internal committees. Grievance procedures are divided into several phases. If a grievance remains unresolved, it moves up to
the Head Office level from the local hierarchy, which includes HR SPOCs. The Company has put in place a Whistle-blower Policy
to report suspicious transactions.
9. Do human rights requirements form part of your business agreements and contracts?
Yes, the Company makes sure that all of the relevant and necessary clauses are included in all of its contracts and commercial
agreements.
10. Assessments for the year:

% of your plants and Offices that were assessed (by entity or statutory
authorities or third parties)
Child Labour
Forced/involuntary labour
Sexual Harassment 100% offices and plants assessed by the Company
Discrimination at workplace
Wages

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11. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the
assessments at Question 9 above.
There were no significant risks arising from the assessments. However, the Company has robust mechanisms in place to address
any human rights issues that may arise.

Leadership Indicators
1. Details of a business process being modified / introduced as a result of addressing human rights grievances/
complaints
The Company is committed to provide a secure workplace for its workers and employees. Since no grievances were found, no
procedures were changed. If the need ever arises, the Company does, however, have a strong grievance redressal procedure in
place.
2. Details of the scope and coverage of any Human rights due-diligence conducted.
During the reporting year, no human rights due-diligence was conducted.
3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights
of Persons with Disabilities Act, 2016?
Yes, visitors with challenges can access the Company’s Corporate Office and plants. They have wheelchair accessibility, lifts
and ramps available if needed. Furthermore, the Company continuously strives to enhance its infrastructure to guarantee
accessibility for every guest.
4. Details on assessment of value chain partners

% of value chain partners (by value of business done with such partners) that
were assessed
Sexual Harassment
The Company evaluates its value chain partners based on business and human
Discrimination at workplace
rights criteria through a value chain survey form. This form is structured to assess
Child Labour
vendors’ adherence to both ethical business practices and fundamental human
Forced Labour Involuntary Labour
rights standards.
Wages
71.86 % of value chain partners were assessed on the mentioned parameters.
Others – Please Specify

5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from
the assessments at Question 4 above.
During assessments, it was observed that some of the vendors assessed are not taking appropriate environmental measures.
The Company shall increase its engagement with suppliers on key areas of sustainability, conduct regular audits, pursue options
with lower environmental footprints including exploring options of using renewable energy, and track environmental impact KPIs.

PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment

Essential Indicators
1. Details of total energy consumption (in Megajoules) and energy intensity, in the following format:

Parameter FY 23-24 FY 22-23


From renewable sources
Total electricity consumption (A) 2,85,602.40 2,98,278.00
Total fuel consumption (B) 1,16,95,233.90 94,65,753.60
Energy consumption through other sources (C) 0 0
Total energy consumed from renewable sources (A+B+C) 1,19,80,836.30 97,64,031.60

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Parameter FY 23-24 FY 22-23


From non-renewable sources
Total electricity consumption (D) 2,27,89,195.50 1,85,49,198.00
Total fuel consumption (E) 9,66,813.67 1,08,26,070.40
Energy consumption sources (F) through other 0 0
Total energy consumed from non- renewable sources (D+E+F) 2,37,56,009.17 2,93,75,268.40
Total energy consumed (A+B+C+D+E+F) 3,57,36,845.47 3,91,39,300.00
Energy intensity per rupee of turnover (Total energy consumed / Revenue from 0.0013 MJ/H 0.0015 MJ/H
operations)
Energy intensity per rupee of turnover adjusted for Purchasing Power Parity 0.028 0.034
(PPP) (Total energy consumed / Revenue from operations adjusted for PPP)
Energy intensity in terms of physical output - -
* For the calculation of Energy, Warehouses have also been taken into consideration for the FY 23-24, unlike FY 22-23.

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.

There hasn’t been an external review or analysis conducted to assess various aspects of our operations, performance, or
compliance with standards or regulations.

2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve
and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme
have been achieved. In case targets have not been achieved, provide the remedial action taken, if any
Sites / Facilities / Plants of the Company are not included within the ambit of the Perform, Achieve, and Trade (PAT) Scheme
initiated by the Government of India.
3. Provide details of the following disclosures related to water, in the following format:

Parameter FY 2023-24 FY 2022-23


Water withdrawal by source (in kilolitres)
(i) Surface water 0 0
(ii) Groundwater 29,762.54 22,391.40
(iii) Third party water 8,657.25 6,148.29
(iv) Seawater / desalinated water 0 0
(v) Others (Packaged Drinking Water) 90.57 69.35
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 38,510.36 28,609.04
Total volume of water consumption (in kilolitres) 18,335.93 16,069.77
Water intensity per rupee of turnover (Water consumed / turnover) 0.000000652 kl/H 0.000000635 kl/H
Water intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) 0.000015 0.000014
(Total energy consumed / Revenue from operations adjusted for PPP)
Water intensity in terms of physical Output - -
*For the calculation of water management, Warehouses have also been taken into consideration for the FY 23-24, unlike FY 22-23.

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.

There hasn’t been an external review or analysis conducted to assess various aspects of our operations, performance, or
compliance with standards or regulations.

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4. Provide the following details related to water discharged

Parameter FY 2023-24 FY 2022-23


Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water 0 0
- No treatment
- With treatment – please specify level of treatment
(ii) To Groundwater 0 0
- No treatment
- With treatment – please specify level of treatment
(iii) To Seawater 0 0
- No treatment
- With treatment – please specify level of treatment
(iv) Sent to third-parties
- No treatment 989.13 124.10
- With treatment – Primary and Tertiary treatment 19,185.30 12,415.17
(v) Others 0 0
- No treatment
- With treatment – please specify level of treatment
Total water discharged (in kilolitres) 20,174.43 12,539.27
*For the calculation of water discharge, Warehouses have also been taken into consideration for the FY 23-24, unlike FY 22-23

Note: Indicate if any independent assessment/ evaluation/assurance have been carried out by an external agency?
(Y/N) If yes, name of the external agency.

There hasn’t been an external review or analysis conducted to assess various aspects of our operations, performance, or
compliance with standards or regulations.

5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and
implementation.
Process wastewater is treated at Orient Electric’s Faridabad Plant. The process wastewater undergoes a comprehensive
treatment process within our Effluent Treatment Plant (ETP). Initially, it undergoes treatment through Ultra Filtration (UF) and
Reverse Osmosis (RO) plants, culminating in the Deionization (DM) plant. Through this series of treatments, we successfully
convert the wastewater into Deionized (DM) water, which is then reintroduced into our industrial processes. Approximately
50% of this treated water is reused within the production processes, contributing to a fully sustainable water usage model. The
remaining 50% is reintegrated into the inlet water tank for further treatment, ensuring optimal resource utilization.

Furthermore, our approach extends to the treatment of domestic sewage water, which is addressed through our Sewage
Treatment Plant (STP). After undergoing treatment, a portion of this treated wastewater, around 50%, finds application in
activities such as floor cleaning and the maintenance of our horticulture and green spaces. This dual-stage treatment not only
ensures the effective management of our wastewater but also contributes to our commitment to environmental sustainability
and resource conservation.

6. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:

Parameter Please specify unit FY 2023-24 FY 2022-23


NOx Kg 13.33 The air emissions
SOx Kg 2.62 of the entity were
Particulate matter (PM) Kg 1.52 meagre, hence not
Persistent organic pollutants (POP) - - reported.
Volatile organic compounds (VOC) - -
Hazardous air pollutants (HAP) - 0
Others – CO Kg 7.60

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Note: Indicate if any independent assessment/ evaluation/assurance have been carried out by an external agency?
(Y/N) If yes, name of the external agency.

Independent assessments for air emissions testing have been conducted for the Kolkata, Faridabad and Noida plants. The
Kolkata Plant’s testing was carried out by Bharat Foundation, which is recognized by the West Bengal Pollution Control Board.
For the Faridabad Plant, the air emissions testing was conducted by Arihant Laboratory. And, for the Noida plants, the evaluation
was carried out by NABL certified lab named Newcon Lab.

7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:

Parameter Unit FY 2023-24 FY 2022-23


Total Scope 1 emissions Metric tonnes of 802.44 761.60
(Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, CO2 equivalent
NF3, if available)
Total Scope 2 emissions Metric tonnes of 5,127.57 4,173.57
(Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, CO2 equivalent
NF3, if available)
Total Scope 1 and Scope 2 emissions per rupee of 0.000000211 0.000000195
turnover (Total Scope 1 and Scope 2 GHG emissions / Metric tonnes of Metric tonnes of
Revenue from operations) CO2 equivalent /H CO2 equivalent/H

Total Scope 1 and Scope 2 emissions per rupee of 0.0000047 0.0000043


turnover adjusted for Purchasing Power Parity (PPP)
(Total Scope 1 and Scope 2 GHG emissions / Revenue from
operations adjusted for PPP)
Total Scope 1 and Scope 2 emissions intensity in terms of - -
physical output
*For the calculation of GHG emissions, Warehouses have also been taken into consideration for the FY 23-24, unlike FY 22-23.

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.

There hasn’t been an external review or analysis conducted to assess various aspects of our operations, performance, or
compliance with standards or regulations.

8. Does the entity have any project related to reducing Green House Gas emission? If yes, then provide details.
Company is into various projects aimed towards reduction of GHG emissions:

(i) Installation of 1 megawatt (MW) power natural gas (PNG) gensets

(ii) Implementation of a compost machine for food waste utilization in the Company’s garden.

(iii) Procurement of energy-efficient motors for conservation efforts.

(iv) Utilization of renewable energy through solar plant installation.

(v) Implementation of a dual fuel kit for 620 KVA generator (70% diesel and 30% PNG).

(vi) Achievement of ISO 50001:2018 in Faridabad Plot-11 certification for Energy Management System (ENMS) by TUV SUD.

(vii) Tree plantation initiative carried out in IMT Faridabad.

(viii) Attainment of ISO 14001:2015 certification in Faridabad Plot-11 for Environmental Management System by TUV SUD.

(ix) Substituted hazardous Chromium and Phosphating with Nano (Green Chemical) for metal surface treatment processes,
thereby contributing to the reduction of water pollution.

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9. Provide details related to waste management by the entity, in the following format:

Parameter FY 2023-24 FY 2022-23


Total Waste generated (in metric tonnes)
Plastic waste (A) 111.00 61.88
E-waste (B) 1.48 1.23
Bio-medical waste (C) 0.02 0.02
Construction and demolition waste (D) 10.00 15.00
Battery waste (E) 0.00 0.001
Radioactive waste (F) 0 0
Other Hazardous waste. Please Specify, if any. (G) (Used Oil) 141.16 143.56
Other Non-hazardous waste generated (H). Please specify, if any. (Break-up by 345.50 4,762.37
composition i.e. by materials relevant to the sector) (Paper waste, Carton box
waste, Wood waste)
Total (A+B + C + D + E + F + G + H) 609.16 4,984.06
Waste intensity per rupee of turnover (Total waste generated / Revenue from 0.000000022 0.000000197
operations) metric tonnes/H metric tonnes/H
Waste intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) 0.00000049 0.0000044
(Total waste generated / Revenue from operations adjusted for PPP)
Waste intensity in terms of physical output
For each category of waste generated, total waste recovered through recycling, re-using or other recovery
operations (in metric tonnes)
Category of waste - Plastic and e-waste
(i) Recycled 111.31 4637.14
(ii) Re-used 0.00 0.00
(iii) Other recovery operations 0.00 0.000
Total 111.31 4637.14
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste - Hazardous and non-hazardous waste
(i) Incineration 142.05 0.01
(ii) Landfilling 255.20 5.79
(iii) Other disposal operations 100.60 341.12
Total 497.85 346.92
*For the calculation of waste management, Warehouses have not been taken into consideration for the FY 23-24

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
There hasn’t been an external review or analysis conducted to assess various aspects of our operations, performance, or
compliance with standards or regulations.

10. Briefly describe the waste management practices Pollution Control Board for the responsible
adopted in your establishments. Describe the management of hazardous waste generated
strategy adopted by your company to reduce usage during manufacturing processes.
of hazardous and toxic chemicals in your products and
processes and the practices adopted to manage such - The Company maintains strict compliance
wastes with all regulations concerning the handling,
transportation and disposal of hazardous waste.
Waste Management Strategy Implemented by Orient
Electric Ltd: ii. Electronic Waste (E-Waste) Management:
i. Hazardous Waste Management: - The Company has partnered with authorized
- The Company has established partnerships e-waste recyclers to handle the proper disposal
with authorized recyclers approved by the and recycling of electronic waste generated from
outdated or non-functional electronic equipment.

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- Collection points within the organization have - Employees have been educated about
been established to facilitate the proper disposal the importance of segregating organic
of electronic waste by employees. waste and encouraged to participate in
composting initiatives.
iii. Extended Producer Responsibility (EPR) for Plastic
Waste: v. Continuous Improvement and Monitoring:
- The Company has successfully implemented an - The Company conducts regular reviews of
EPR program to take responsibility for managing waste management practices to identify areas
the plastic waste generated by its products. for improvement and optimization.

- Initiatives implemented to reduce the use of - Audits are regularly conducted to ensure
plastic in packaging and product design along compliance with waste management regulations
with partnerships with recycling facilities to and Company policies.
ensure effective plastic waste recycling.
- Employee engagement and participation in
iv. Organic Waste Management: waste reduction and recycling efforts are
- The Company has implemented a composting continuously encouraged through training
program to manage organic waste, programs and awareness campaigns.
including canteen waste.
- Through the ongoing implementation of this
- Onsite composting facilities have been set up. comprehensive waste management strategy,
Collaborations with local composting facilities the Company continues to effectively reduce its
have also been established to convert organic environmental footprint, maintain compliance
waste into compost. with regulatory requirements, and contribute to
a more sustainable future.

11. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries,
biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental
approvals / clearances are required, please specify details in the following format:

Whether the conditions of environmental approval / clearance are being


S. Location of Types of
complied with? (Y/N)If no, the reasons thereof and corrective action
No. operations/offices operations
taken, if any.
The Company refrains from conducting its operations in environmentally fragile or ecologically sensitive regions. This strategic
decision underscores the Company’s commitment to responsible business practices and environmental stewardship, avoiding
potential harm to delicate ecosystems. By deliberately choosing locations that are not ecologically sensitive, the Company aims
to minimize its environmental impact and contribute to the preservation of biodiversity and natural habitats.

Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current
financial year:

Whether conducted by Results communicated


Name and brief EIA Relevant Web
Date independent external in public domain (Yes
details of project Notification No. Link
agency (Yes / No) / No)
N/A

12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water
(Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, and Environment protection act
and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format:

Specify the law / Provide details


Any fines / penalties / action taken
Serial regulation / guidelines of the non- Corrective action
by regulatory agencies such as
Number which was not complied Compliance taken, if any
pollution control boards or by courts
with

The Company adheres to all relevant environmental laws and regulations.

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Leadership Indicators
1. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres):
For each facility / plant located in areas of water stress, provide the following information:

i. Name of the area : Faridabad – Plot 11


ii. Nature of operations : Manufacturing
iii. Water withdrawal, consumption and discharge in the following format:

Parameter FY 2023-24 FY 2022-23


Water withdrawal by source (in kilolitres)
(i) Surface water - -
(ii) Groundwater 21,410.89 15,791.40
(iii) Third party water 4,919.51 4,188.44
(iv) Seawater / desalinated water - -
(v) Others - -
Total volume of water withdrawal (in kilolitres) 26,330.40 19,979.84
Total volume of water consumption (in kilolitres) 11,895.10 13,314.67
Water intensity per rupee of turnover (Water consumed / turnover) 0.00000042 kl/H 0.000000526 kl/H
(i) Into Surface water - -
- No treatment
- With treatment – please specify level of treatment
(ii) Into Groundwater - -
- No treatment
- With treatment – please specify level of treatment
(iii) Into Seawater - -
- No treatment
- With treatment – please specify level of treatment 0
(iv) Sent to third-parties 14,435.3 6,665.17
- No treatment 0 -
- With treatment – Primary and tertiary treatment 14,435.3 6,665.17
(v) Others
- No treatment - -
- With treatment – please specify level of treatment
Total water discharged (in kilolitres) 14,435.3 6,665.17

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.

There hasn’t been an external review or analysis conducted to assess various aspects of our operations, performance, or
compliance with standards or regulations.

2. Please provide details of total Scope 3 emissions & its intensity, in the following format:
For the calculation of Scope 3 parameters, only Waste Generation is taken into consideration

Parameter Unit FY 2023-24 FY 2022-23


Total Scope 3 emissions (Break-up of the GHG into Metric tonnes of 1,26,062.52 Not assessed
CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) - Limited CO2 equivalent
Total Scope 3 emissions per rupee of turnover Metric tonnes of 0.0000045
CO2 Equivalent/H
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.

There hasn’t been an external review or analysis conducted to assess various aspects of our operations, performance, or
compliance with standards or regulations.

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3. With respect to the ecologically sensitive areas reported at Question 11 of Essential Indicators above, provide details
of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation
activities.
The Company refrains from conducting its operations in environmentally fragile or ecologically sensitive regions.
4. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource
efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same
as well as outcome of such initiatives, as per the following format:

S. Details of the initiative (Web-link, if any,


Initiative undertaken Outcome of the initiative
No. may be provided along-with summary)
1. Installation of 1 The initiative involves installing 1 MW power The substitution of diesel with PNG leads to a
megawatt (MW) natural gas (PNG) gensets to generate on- decrease in greenhouse gas (GHG) emissions,
power natural gas site electricity. Its goal is to boost operational aligning with regulatory requirements such
(PNG) gensets - efficiency, reliability, and sustainability. as the Central Pollution Control Board’s
Faridabad Plot 11 By using natural gas, it reduces reliance Comprehensive Action Plan (CAP) for Graded
on external power, cuts costs and lessens Response Action Plan (GRAP). This transition
environmental impact. Additionally, the not only fulfils compliance obligations but also
gensets provide backup power during grid contributes to environmental stewardship
failures. Overall, it’s a strategic investment to by curbing the release of harmful pollutants.
enhance energy resilience, competitiveness By adhering to the regulations set forth
and sustainability. by the Central Pollution Control Board, the
Company demonstrates its commitment to
sustainable practices and environmental
responsibility.
2. An ETP has been The initiative involves the installation of Through the implementation of the initiative,
equipped with a DM a DM (demineralization) plant and UF-RO a total of 381 kilolitres of water has been
plant and UF-RO (Ultrafiltration-Reverse Osmosis) plant within conserved.
plant, serving as a the Effluent Treatment Plant (ETP). This
recycling facility to integrated system serves as a recycling facility
transform wastewater aimed at converting wastewater generated
generated by the ETP by the ETP into demineralized water. By
into demineralized implementing this initiative, the company
(DM) water. - seeks to optimize water usage, reduce
Faridabad Plot 11 environmental impact, and ensure responsible
resource management.
3. Implementation of a The initiative entails the implementation of A total of 268 kilograms of waste food has
compost machine for a compost machine to effectively utilize food been composted for utilization in the Company
food waste utilization waste within the Company’s garden. This garden, promoting sustainability and reducing
in the Company composting process aims to convert organic waste sent to landfills.
garden. - Faridabad waste into nutrient-rich compost, which can
Plot 11 then be used to enrich the soil and enhance
the overall health and productivity of the
garden. Through this sustainable practice,
the Company aims to reduce waste sent to
landfills while simultaneously promoting
environmental stewardship and resource
efficiency.

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S. Details of the initiative (Web-link, if any,


Initiative undertaken Outcome of the initiative
No. may be provided along-with summary)
4. Procurement of The initiative involves the procurement of The TBC (Total Benefit Cost) analysis related
energy-efficient energy-efficient motors as part of conservation to the aforementioned initiative serves to
motors for efforts. These motors are selected for their assess the overall impact and effectiveness
conservation efforts.- ability to optimize energy usage, thereby of procuring energy-efficient motors for
Faridabad Plot 11 reducing overall energy consumption and conservation efforts. It evaluates factors such
promoting sustainability. By upgrading to as reduced energy consumption, cost savings,
energy-efficient motors, the Company aims environmental benefits, and potential return
to enhance operational efficiency, minimize on investment. By conducting a comprehensive
environmental impact and contribute to long- TBC analysis, the Company can quantify the
term conservation goals. tangible and intangible benefits derived from
this initiative, enabling informed decision-
making and ensuring the maximum value
proposition for sustainability efforts.
5. Co-processing of The initiative involves the co-processing of The outcome of the initiative involves the
waste paint sludge - waste paint sludge, which refers to the practice sustainable utilization of waste paint as a
Faridabad Plot 11 of utilizing waste paint residues as alternative fuel source in the cement kiln, resulting in
raw materials or fuels in industrial processes the processing of 269.82 metric tons (MT) of
such as cement kilns. By incorporating paint waste paint sludge.
sludge into the cement manufacturing
process, the Company aims to minimize
waste generation, reduce environmental
pollution and optimize resource utilization.
This sustainable practice not only helps in
waste management but also contributes to
the conservation of natural resources and
supports circular economy principles.
6. Utilization of By utilizing solar power, the Company aims The outcome of the initiative resulted in the
renewable energy to reduce reliance on non-renewable energy generation of 68,381 kilowatt-hours (KWH) of
through solar sources, lower carbon emissions, and promote renewable energy through the solar plant.
plant installation. - environmental sustainability. This initiative
Faridabad Plot 11 and contributes to energy diversification, cost
Head office savings and resilience against fluctuating
energy prices. Additionally, it demonstrates
the Company’s commitment to corporate
social responsibility and environmental
stewardship.
7. Implementation of The initiative involves the implementation of The outcome of the initiative with the
a dual fuel kit for a dual fuel kit for a 620 kilovolt-ampere (KVA) implementation of the dual fuel kit results in the
620 KVA generator - generator. This kit enables the generator to utilization of 70% diesel and 30% natural gas
Faridabad Plot 11 run on either diesel or PNG, providing flexibility (PNG) for the 620 KVA generator, contributing
in fuel usage and potentially reducing to reduced emissions, improved efficiency and
operational costs. By utilizing natural gas, the enhanced sustainability in power generation
Company aims to lower emissions and enhance operations.
environmental sustainability. Additionally, the
dual fuel capability ensures reliability and
resilience in power generation, particularly
during fluctuations in fuel availability or
pricing. Overall, the initiative aims to optimize
efficiency, reduce environmental impact and
improve energy resiliency.

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S. Details of the initiative (Web-link, if any,


Initiative undertaken Outcome of the initiative
No. may be provided along-with summary)
8. Achievement of The initiative involves the successful Achieving ISO 50001:2018 certification for the
ISO 50001:2018 attainment of ISO 50001:2018 certification Energy Management System (ENMS) by TUV
certification for for the Energy Management System (ENMS) SUD signifies the company’s commitment to
Energy Management by TUV SUD. This certification signifies the sustainable practices and efficient resource
System (ENMS) by company’s commitment to implementing management. This certification ensures that
TUV SUD. - Faridabad systematic approaches to continuously the Company has implemented effective
Plot 11 improve energy performance, enhance energy energy management strategies, leading to
efficiency, and reduce energy consumption. It reduced energy consumption, cost savings,
demonstrates compliance with international and enhanced environmental stewardship.
standards and best practices in energy Additionally, it enhances the Company’s
management, reflecting the Company’s reputation and credibility among stakeholders,
dedication to sustainability and responsible showcasing its dedication to sustainability and
resource usage. responsible business practices.
9. Attainment of This certification signifies the Company’s The outcome of achieving ISO 14001:2015
ISO 14001:2015 commitment to implementing effective certification for the Environmental
certification for environmental management practices and Management System (EMS) by TUV SUD
Environmental minimizing its environmental impact. It underscores the company’s dedication to
Management System demonstrates compliance with international sustainable practices and environmental
by TUV SUD.- standards and regulations, showcasing the responsibility.
Faridabad plot 11 and Company’s dedication to sustainability and
Kolkata responsible environmental stewardship.
Achieving ISO 14001:2015 certification
reflects the Company’s proactive approach to
environmental management and its ongoing
efforts to improve environmental performance.
10. Tree plantation The initiative involves a tree plantation drive The tree plantation initiative in IMT Faridabad,
initiative carried out conducted in IMT Faridabad, where 250 which saw the planting of 250 plants, yields
in IMT Faridabad. - plants were planted. This endeavour aims to various positive outcomes. These include
Faridabad Plot 11 contribute to environmental conservation, an increase in green cover, improved air
enhance green cover, and promote biodiversity quality, and the fostering of biodiversity,
in the area. By planting trees, the initiative all contributing to a healthier and more
seeks to mitigate the effects of climate sustainable environment. Additionally, the
change, improve air quality, and create a more initiative promotes community engagement
sustainable and eco-friendly environment for and environmental stewardship, encouraging
the community and future generations. residents to take ownership of their
surroundings and participate in efforts to
enhance the local ecosystem.
Furthermore, this initiative aligns with broader
sustainability goals by creating green spaces
and improving overall quality of life for
residents. The newly planted trees provide
shade, beautify the surroundings, and create
a more pleasant and liveable environment.
Overall, the tree plantation initiative in IMT
Faridabad serves as a proactive step towards
building a more sustainable and resilient
community, with long-lasting benefits for both
people and the environment.

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S. Details of the initiative (Web-link, if any,


Initiative undertaken Outcome of the initiative
No. may be provided along-with summary)
11. An Ultrafiltration The initiative involves the installation of an Through the implementation of the initiative, a
(UF) Plant has been Ultrafiltration (UF) Plant within the Sewage total of 5,554.26 kilolitres of water has been
set up within the Treatment Plant (STP) to conduct advanced conserved.
Sewage Treatment filtration of wastewater. This treated water
Plant (STP) to conduct is then reused for horticultural purposes
additional filtration and floor cleaning, aiming to optimize water
of wastewater, resources and promote sustainability.
enabling its reuse in
horticulture and floor
cleaning purposes. -
Faridabad Plot 11

5. Does the entity have a business continuity and in the BCP document. Each identified risk event includes
disaster management plan? Give details in 100 a description of probable “Risk Drivers” that could lead
words/ web link. to its occurrence. Action plans are defined for respective
process owners against each risk event to ensure
Orient Electric Ltd.’s Business Continuity and Disaster
continuity of operations.
Management Plan emphasizes the commitment to safety
and readiness to address any potential emergency, 6. Disclose any significant adverse impact to the
whether originating from internal operations or external environment, arising from the value chain of the
factors, occurring at any time of the day or night, including entity. What mitigation or adaptation measures
holidays. Clear responsibilities are assigned to ensure the have been taken by the entity in this regard?
protection of all individuals both on-site and off-site from
accidents, emergencies, and disastrous situations. The Company has not undertaken any mitigation or
The plan ensures the establishment of adequate adaptation measures as of yet.
assembly points and emergency control procedures, 7. Percentage of value chain partners (by value
with comprehensive instruction provided to all involved of business done with such partners) that were
personnel. Identification and mapping of high-risk areas assessed for environmental impacts.
are conducted, along with the estimation of emission rates
The Company assessed its value chain partners through a
and dispersion behaviours.
comprehensive value chain survey form. This form solicited
External agencies are engaged in mutual aid efforts to disclosures on various parameters critical to sustainability,
prevent emergencies from escalating into disasters. The including environmental certifications, sustainability
Business Continuity Plan (BCP) document serves as a guide, audits, responsible sourcing practices, options for low
offering procedures to assist process owners in minimizing emission transportation, Scope 1 & 2 greenhouse gas
disruptions to business operations and mitigating the emissions, utilization of renewable energy sources, Life
impact on the brand image. cycle assessment, sustainability reports, etc.
71.86% of Company’s value chain partners were assessed
A list of potential events that may result in operational on various parameters including sustainability.
disruptions or supply interruptions to customers is outlined

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Businesses, when engaging in influencing public and regulatory policy, should do so in a manner
PRINCIPLE 7:
that is responsible and transparent

Essential Indicators
1. a) Number of affiliations with trade and industry chambers/ associations.
The Company has four (4) trade and industry chambers/ associations.

b). List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the
entity is a member of/ affiliated to:

S. Reach of trade and industry chambers/


Name of the trade and industry chambers/ associations
No. associations (State/National)
1. The Indian Fan Manufacturers Association National
2. Electric Lamp and Component Manufacturers Association National
3. Indian Electric and Electronics Manufacturers Association National
4. Electrical Research & Development Association National

2. Provide details of corrective action taken or underway on any issues related to anticompetitive conduct by the entity,
based on adverse orders from regulatory authorities

Name of authority Brief of the case Corrective action taken


Not Applicable, as there were no adverse orders reported from any regulatory authorities during the fiscal year 2023-24.

Leadership Indicators

1. Details of public policy positions advocated by the entity:

Whether Frequency of Review by


S. Public policy Method resorted information Board (Annually/ Half yearly/ Web Link, if
No. advocated for such advocacy available in public Quarterly / Others – please available
Domain? (Yes/No) specify)
The Company engages with industry associations to advocate for industry advancement and public welfare. It maintains a Code
of Conduct Policy and a Code of Ethical Standards and Behavioural Conduct to uphold the highest standards of business conduct
in its interactions with these associations and industry bodies.

PRINCIPLE 8: Businesses should promote inclusive growth and equitable development

Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current
financial year.

SIA Whether conducted by


Name and Brief Date of Results communicated in Relevant Web
Notification independent external
details of project notification public domain (Yes/No) Link
No. agency (Yes/No)
Not Applicable

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2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by
your entity, in the following format:

Name of Project No. pf Project Amounts paid to


S. 5 of PAFs
for which R&R is State District Affected Families PAFs in the FY
No. covered by R&R
ongoing (PAFs) (in INR)
Not Applicable

3. Describe the mechanisms to receive and redress grievances of the community.


The people at large can raise questions and concerns through many channels of communication that the Company uses. The
Company routinely interacts with the community and works closely with them to enhance and elevate them through various CSR
projects. During the fiscal year 2023-24, the Company has, through an independent agency, carried out an impact assessment
of some of its major CSR projects undertaken in previous years to assess the impact on the society and concerns, if any. In order
to immediately and openly resolve any complaints, it closely monitors the advancement of these programmes.
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:

FY 2023-24 FY 2022-23
Directly sourced from MSMEs/ small producers 56.00 45.59
Directly from within India 44.00 66.26

5. Job creation in smaller towns – Disclose wages paid to persons employed (including employees or workers employed
on a permanent or non-permanent / on contract basis) in the following locations, as % of total wage cost

Location FY 2023-24 FY 2022-23


Rural 0.00 0.00
Semi- urban 0.00 0.00
Urban 48.86 40.21
Metropolitan 51.14 59.79

Leadership Indicators

1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact
Assessments (Reference:Question 1 of Essential Indicators above):

Details of negative social impact identified Corrective action taken


Not Applicable

2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts
as identified by government bodies:

S.
State Aspirational District Amount spent (In INR)
No.
Not Applicable

3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising
marginalized /vulnerable groups? (Yes/No)
No. Orient Electric does not give preference and does not discriminate with any supplier.

(b) From which marginalized /vulnerable groups do you procure?


Not Applicable

(c) What percentage of total procurement (by value) does it constitute?


Not Applicable

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4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in
the current financial year), based on traditional knowledge:

S. Intellectual Property based on Owned/ Acquired Basis of calculating


Benefit shared (Yes / No)
No. traditional knowledge (Yes/No) benefit share
Not Applicable

5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related
disputes wherein usage of traditional knowledge is involved.

Name of authority Brief of the case Corrective Action taken


Not Applicable

6. Details of beneficiaries of CSR Projects:

No. of persons % of beneficiaries


S.
CSR Project benefitted from from vulnerable and
No.
CSR projects marginalized groups
1. Ujjwal - Electrician Upskilling. 5,127 100.00
2. Infrastructure Development of Government Girls School (NIT 03) in 1,728 Girl Students < 90.00
Faridabad, Haryana to promote Education and women empowerment.
3. Renovation & Modernisation of Govt Girls School, Kaurali, Faridabad to 214 Girl Students < 90.00
promote Education and women empowerment.
4. Mind Culture Program to build a centre for learning and development for - Not ascertainable
young students by Ramakrishna Mission
5. Campus Infrastructure Development at Chanakya University to provide - Not ascertainable
world class education facilities.
6. Critical Care Tie-up with SJM Hospital, Noida to provide medical assistance 1,184 patients 100.00
and treatment expenses for critical illnesses for underprivileged
individuals.
7 Upgrade of medical infrastructure and patient care services at First 3,702 100.00
Referral Unit – 1, Faridabad, mainly serving women and children, by
providing necessary medical equipment and facilities.
8. Mid-Day meals to girl students studying in government schools in Delhi 2,096 Children < 90.00
through Akshay Patra.

PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner

Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
The processes for receiving and reacting to consumer complaints and feedback are described below.
a) Helpline: A specific helpline number, 1800 103 7574, is available on multiple platforms, including the website, for consumers
to relay their concerns and inquiries. Our Service team manages incoming calls and provides appropriate responses.
b) Email: Customers can reach out to us via email using the address Customer.connect@orientelectric.com, utilizing our
Non-Voice channels.
c) Chat: WhatsApp Chat# 88263 13838 serves as a platform for clients to engage with our live operators.
d) Website: Our website enumerates all available contact methods for customers. An online form facilitates direct
communication with the customer service team.

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e) Feedback Calls/Surveys: Customer service representatives conduct feedback calls or surveys to gauge satisfaction levels
and ensure complaints are addressed as per expectations.
f) Escalation Procedures: Should a customer concern remain unresolved, we have established escalation protocols. This
involves forwarding the complaint to higher management or specialized staff equipped to handle escalated issues.

All complaints are routed through the Company’s our contact centre operations team provider, I-energiser, who is
currently handling them.

2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about:

As a percentage to total turnover


Environmental and social parameters relevant to the product 75.00
Safe and responsible usage 100.00
Recycling and/or safe disposal 100.00

3. Number of consumer complaints in respect of the following:

FY 23-24 FY 22-23
Received Pending Received Pending
Remarks Remarks
during the resolution at during the resolution at
Year end of year Year end of year
Data Privacy Nil Nil None Nil Nil None
Advertising 6 Nil Complaints 1 Nil Complaints
received received
from ASCI from ASCI
were were
promptly promptly
resolved resolved
Cyber-security Nil Nil None Nil Nil None
Delivery of essential Nil Nil None Nil Nil None
services
Restrictive Trade Practices Nil Nil None Nil Nil None
Unfair Trade Practices Nil Nil None Nil Nil None
Others (Consumer 18,62,855 6,865 Grievances 15,76,890 9,015 Grievances
Complaint) and and
suggestions suggestions
received received
across across
channels channels

4. Details of instances of product recalls on account of safety issues:

Case Details Number Reasons for recall


Voluntary recalls 0 0
Forced recalls 0 0

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5. Does the entity have a framework/ policy on cyber User Manuals and Guides: Each product
security and risks related to data privacy? (Yes/No) If is accompanied by user manuals or guides
available, provide a web-link of the policy containing detailed instructions on safe and ethical
Yes, the Company has a Privacy Policy in place to protect usage, including assembly, maintenance, and
itself from various cyber-risks and privacy concerns. The troubleshooting guidance.
Company’s Privacy Policy describes how it collects, uses, Customer Service Support:Trained customer service
shares, and protects information. The policy is available on representatives are available to assist and advise
the Company’s website at https://www.orientelectric.com/ customers on product usage and safety. Customers
privacy-policy. The Company has implemented robust IT can reach out for assistance via phone, email, live
systems and firewalls that protects the Company from any chat, or social media.
probable Cyber Security threat.
6. Provide details of any corrective actions taken or Compliance with Regulations:The Company strictly
underway on issues relating to advertising, and adheres to regulations and standards governing
delivery of essential services; cyber security and data product safety and labeling. Compliance with these
privacy of customers; re-occurrence of instances of regulations ensures that consumers have accurate
product recalls; penalty / action taken by regulatory information regarding product usage and safety.
authorities on safety of products / services.
By implementing these measures, the company aims to
No complaints have been reported regarding the delivery empower consumers to make informed decisions and utilize
of essential services, cybersecurity, and customer data products and services in a safe and responsible manner.
privacy, as well as the recurrence of product recalls.
3. Mechanisms in place to inform consumers of any
7. Provide the following information relating to data
risk of disruption/ discontinuation of essential
breaches:
services.
a. Number of instances of data breaches : NIL
While a mechanism is in place for informing consumers
b. Percentage of data breaches involving personally through IVR and WhatsApp messaging platforms, it’s
identifiable information of customers: NIL noteworthy that no such situation necessitating activation
c. Impact, if any, of the data breaches: Not Applicable occurred during the years.
4. Does the entity display product information on the
Leadership Indicators product over and above what is mandated as per
local laws? (Yes/No/Not Applicable) If yes, provide
1. Channels / platforms where information on products
details in brief. Did your entity carry out any survey
and services of the entity can be accessed (provide
with regard to consumer satisfaction relating to the
web link, if available).
major products / services of the entity, significant
The Company uses various platforms for circulating locations of operation of the entity or the entity as
information relating to its products such as its website, a whole? (Yes/No)
social media handles and media advertisements.
All product information is displayed in accordance with
Further, information relating all the products can be regulatory laws. The Company lists the exact characteristics
accessed on: www.orientelectric.com and advantages of its products on its items, together
2. Steps taken to inform and educate consumers with the details required by applicable rules, the Bureau
about safe and responsible usage of products and/ of Indian Standard, the Legal Metrology Act of 2009, the
or services. Goods and Services Tax Act of 2017, the Companies Act of
2013, and other relevant laws.
Educating and informing consumers about the safe and
responsible usage of products and services is crucial for The Company’s website, www.orientelectric.com and
both customer satisfaction and compliance with safety media marketing also emphasize product characteristics
regulations. Here are some typical steps performed by the and advantages. The Company follows ethical production
Company. and consumption practices.

Clear Labelling and Packaging: The Company Customer satisfaction surveys are conducted on a regular
ensures that product packaging includes clear basis throughout the year with suitable sample sizes.
instructions for safe use and addresses any
safety concerns.

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ANNEXURE –
Alignment of BRSR with Global Reporting Initiative (‘GRI’) and United Nations Sustainable Development Goals (‘SDG’)

1. Sections A1

Section A of BRSR: General Disclosures Alignment with GRI


1. No direct linkage
2. GRI 2: General Disclosures 2021
GRI 2-1: Organizational details
3. No direct linkage
4. No direct linkage
5. GRI 2: General Disclosures 2021
GRI 2-1: Organizational details
6. GRI 2: General Disclosures 2021
GRI 2-3: Reporting period, frequency and contact point
7. GRI 2: General Disclosures 2021
GRI 2-3: Reporting period, frequency and contact point
8. No direct linkage
9. GRI 2: General Disclosures 2021
GRI 2-3: Reporting period, frequency and contact point
10. No direct linkage
11. No direct linkage
12. GRI 2: General Disclosures 2021
GRI 2-3: Reporting period, frequency and contact point
13. GRI 2: General Disclosures 2021
GRI 2-2: Entities included in the organization’s sustainability reporting
14. GRI 2: General Disclosures 2021
GRI 2-6: Activities, value chain and other business relationships
15. GRI 2: General Disclosures 2021
GRI 2-6: Activities, value chain and other business relationships
16. GRI 2: General Disclosures 2021
GRI 2-6: Activities, value chain and other business relationships
17. GRI 2: General Disclosures 2021
GRI 2-6: Activities, value chain and other business relationships
18. GRI 2: General Disclosures 2021
GRI 2-7: Employees
GRI 2-8 Workers who are not employees
19. GRI 405: Diversity and Equal Opportunity 2016
GRI 405-1 Diversity of governance bodies and employees
20. GRI 401: Employment 2016
GRI 401-1: New employee hires and employee turnover
21. GRI 2: General Disclosures 2021
GRI 2-2: Entities included in the organization’s sustainability reporting
22. GRI 201: Economic Performance 2016
GRI 201-1: Direct economic value generated and distributed
23. GRI 2: General Disclosures 2021
GRI 2-25: Processes to remediate negative impacts
24. GRI 3: Material Topics 2021
GRI 3-1: Process to determine material topics GRI 3-2: List of material topics
GRI 3-3: Management of material topics a. describe

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2. Section B1

Management and Process disclosures


1. GRI 2: General Disclosures 2021
GRI 2-23: Policy commitments
2. GRI 2: General Disclosures 2021
(e) 2-24: Embedding policy commitments
3. GRI 2: General Disclosures 2021
(e) 2-24: Embedding policy commitments
4. No direct linkage
5. GRI 3: Material Topics 2021
GRI 3-3 Management of material topics
6. GRI 3: Material Topics 2021
GRI 3-3 Management of material topics
7. GRI 2: General Disclosures 2021
GRI 2-22: Statement on sustainable development strategy
8. GRI 2: General Disclosures 2021
GRI 2-13: Delegation of responsibility for managing impacts
9. GRI 2: General Disclosures
GRI 2-9: Governance structure and composition
10. No direct linkage
11. GRI 2: General Disclosures 2021
GRI 2-5: External assurance
12. No direct linkage

3. Section C2 BRSR Principles


BRSR GRI SDG

PRINCIPLE 1 - Businesses GRI 2: General Disclosures 2021 -


should conduct and govern GRI 2-17: Collective knowledge of the highest
themselves with integrity, and governance body
in a manner that is ethical,
GRI 2-23: Policy commitments
transparent and accountable –
GRI 2-25: Processes to remediate negative impacts
ESSENTIAL INDICATORS
GRI 2-27: Compliance with laws and regulations
GRI 3: Disclosures on material topics GRI 3-3 -
Management of material topics
GRI 205 - Anti-corruption
GRI 205-3: Confirmed incidents of corruption and
actions taken
PRINCIPLE 1 - Businesses GRI 2-10: Nomination and selection of the highest
should conduct and govern governance body
themselves with integrity, and GRI 2-15: Conflicts of interest
in a manner that is ethical, GRI 2-24: Embedding policy commitments
transparent and accountable –
LEADERSHIP INDICATORS

1
https://www.globalreporting.org/media/ioqnxtmx/sebi_brsb_gri_linkage_doc.pdf
2
https://www.mca.gov.in/Ministry/pdf/NationalGuildeline_15032019.pdf

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BRSR GRI SDG

Principle 2 - Businesses should GRI 301: Materials 2016


provide goods and services in a GRI 301-2: Recycled input materials used
manner that is sustainable and
GRI 3: Management of Material Topics GRI 3-3:
safe –
Management of material topics
ESSENTIAL INDICATORS
GRI 306-2 Management of significant waste-related
impacts
Principle 2 - Businesses should GRI 3: Disclosures on material topics GRI 3-3:
provide goods and services in a Management of material topics
manner that is sustainable and GRI 301: Materials 2016
safe – GRI 301-2: Recycled input materials used
LEADERSHIP INDICATORS
GRI 301-3: Reclaimed products and their packaging
materials
GRI 306-2: Management of significant waste-related
impacts

Principle 3 - Businesses should GRI 201: Economic Performance 2016 GRI 201-1: Defined
respect and promote the benefit plan obligations and other retirement plans GRI
well-being of all employees, 2-25: Processes to remediate negative impacts
including those in their value GRI 2: General Disclosure 2021 GRI 2-30: Collective
chains – bargaining agreements
ESSENTIAL INDICATORS GRI 3: Disclosures on material topics GRI 3-3:
Management of material topics
GRI 401: Employment 2016
GRI 401-2: Benefits provided to full- time employees
that are not provided to temporary or part-time
employees
GRI 401-3: Parental leave
GRI 403: Occupational Health and Safety 2018
GRI 403-1: Occupational health and safety management
system
Principle 3 - Businesses should GRI 403-2: Hazard identification, risk assessment, and
respect and promote the incident investigation
well-being of all employees, GRI 403-5: Worker training on occupational health and
including those in their value safety
chains – GRI 403-6: Promotion of worker health GRI 403-9:
LEADERSHIP INDICATORS Work-related injuries
GRI 403-10: Work-related ill health
GRI 404: Training and Education 2016 GRI 404-1:
Average hours of training per year per employee
GRI 404-2: Programs for upgrading employee skills and
transition assistance programs
GRI 404-3: Percentage of employees receiving regular
performance and career development reviews
GRI 404: Training and Education 2016 GRI 404-2:
Programs for upgrading employee skills and transition
assistance programs
GRI 3: Disclosures on material topics GRI 3-3:
Management of material topics
GRI 414: Supplier Social Assessment 2016
GRI 414-2: Negative social impacts in the supply chain
and actions taken

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BRSR GRI SDG

Principle 4 - Businesses GRI 2: General Disclosures 2021 GRI 2-29: Approach to


should respect the interests stakeholder engagement
of and be responsive to all its GRI 3: Disclosures on material topics GRI 3-1: Process to
stakeholders – determine material topics
ESSENTIAL INDICATORS
Principle 4 - Businesses GRI 2: General Disclosures 2021 GRI 2-12: Role of
should respect the interests the highest governance body in overseeing the
of and be responsive to all its management of impacts
stakeholders – GRI 2-13: Delegation of responsibility for managing
LEADERSHIP INDICATORS impacts
GRI 3: Disclosures on material topics GRI 3-1: Process to
determine material topics
GRI 2: General Disclosures 2021 GRI 2-29: Approach to
stakeholder engagement
Principle 5 - Businesses should GRI 2: General Disclosures 2021
respect and promote human GRI 2-13: Delegation of responsibility for managing
rights – impacts
ESSENTIAL INDICATORS
GRI 2-19 Remuneration policies a. describe the
remuneration policies for members of the highest
governance body and senior executives
GRI 2-21 Annual total compensation ratio
GRI 2-23 Policy commitments
GRI 2-24: Embedding policy commitments
GRI 2-25: Processes to remediate negative impacts
GRI 3: Disclosures on material topics GRI 3-3
Management of material topics
GRI 202: Market Presence 2016 GRI 202-1 Ratios of
standard entry level wage by gender compared to local
minimum wage
GRI 205: Anti-Corruption 2016
GRI 205-2 Communication and training about anti-
corruption policies and procedures
GRI 403: Occupational Health and Safety 2018
GRI 403-5 Worker training on occupational health and
safety
GRI 404: Training and Education 2016 GRI 404-1
Average hours of training per year per employee
GRI 405: Diversity and Equal Opportunity 2016
GRI 405-2 Ratio of basic salary and remuneration of
women to men
GRI 406: Non-discrimination 2016
GRI 406-1 Incidents of discrimination and corrective
actions taken
GRI 410: Security Practices 2016
GRI 410-1 Security personnel trained in human rights
policies or procedures

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BRSR GRI SDG

Principle 5 - Businesses should GRI 2: General Disclosures 2021 GRI 2-25 Processes to
respect and promote human remediate negative impacts
rights – GRI 3: Material Topics 2021 GRI 3-1: Process to
LEADERSHIP INDICATORS determine material topics
GRI 3-3: Management of material topics
GRI 414: Supplier Social Assessment 2016
GRI 414-1 New suppliers that were screened using
social criteria
GRI 414-2 Negative social impacts in the supply chain
and actions taken
Principle 6 - Businesses should GRI 302: Energy 2016
respect and make efforts GRI 302-1 Energy consumption within the organization
to protect and restore the
GRI 302-3: Energy intensity
environment –
ESSENTIAL INDICATORS GRI 303: Water and Effluents 2018 GRI 303-1:
Interactions with water as a shared resource
GRI 303-3: Water withdrawal
GRI 303-5: Water consumption
GRI 304: Biodiversity 2016
GRI 304-1: Operational sites owned, leased, managed
in, or adjacent to, protected areas and areas of high
biodiversity value outside protected areas
GRI 305: Emissions 2016
GRI 305-1 Direct (Scope 1) GHG emissions
GRI 305-2: Energy indirect (Scope 2) GHG emissions.
GRI 305-4: GHG emissions intensity
GRI 305-5: Reduction of GHG emissions
GRI 305-7: Nitrogen oxides (NOx), sulfur oxides (SOx),
and other significant air emissions
GRI 306: Waste 2020
GRI 306-2 Management of significant waste related
impacts
GRI 306-3 Waste generated
GRI 306-5 Waste directed to disposal GRI 2: General
Disclosures 2021
GRI 2-27 Compliance with laws and regulations
GRI 3: Material Topics 2021
GRI 3-3 Management of material topics
GRI 413: Local Communities GRI 413-1 Operations with
local community engagement, impact assessments, and
development programs

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BRSR GRI SDG

Principle 6 - Businesses should GRI 302: Energy 2016


respect and make efforts GRI 302-1: Energy consumption within the organization
to protect and restore the
GRI 303: Water and Effluents 2018 GRI 303-3 Water
environment –
withdrawal
LEADERSHIP INDICATORS
GRI 303-4 Water discharge GRI 304: Biodiversity 2016
GRI 304-2 Significant impacts of activities, products and
services on biodiversity
GRI 304-3 Habitats protected or restored
GRI 305: Emissions 2016
GRI 305-3 Other indirect (Scope 3) GHG emissions
GRI 305-4 GHG emissions intensity
GRI 308: Supplier Environmental Assessment 2016
GRI 308-1 New suppliers that were screened using
environmental criteria
Principle 7 - Businesses, when GRI 308: Supplier Environmental
engaging in influencing public Assessment 2016
and regulatory policy, should
GRI 308-1 New suppliers that were screened using
do so in a manner that is
environmental criteria
responsible and transparent –
ESSENTIAL INDICATORS GRI 308-2 Negative environmental impacts in the
supply chain and actions taken
GRI 3: Material Topics 2021,
GRI 3-3 Management of material topics
The organization shall report how it manages anti-
competitive behaviour
Principle 7 - Businesses, when GRI 2: General Disclosures 2021 GRI 2-28 Membership
engaging in influencing public associations
and regulatory policy, should GRI 3: Material Topics 2021
do so in a manner that is
GRI 3-3 Management of material topics
responsible and transparent –
LEADERSHIP INDICATORS The organization shall report how it manages anti-
competitive behaviour
GRI 415: Public Policy 2016
Principle 8 - Businesses should GRI 2: General Disclosures 2021 GRI 2-25 Processes to
promote inclusive growth remediate negative impacts
and equitable development – GRI 3: Material Topics 2021
ESSENTIAL INDICATORS
GRI 3-3 Management of material topics
The organization shall report how it manages local
communities
GRI 204: Procurement Practices 2016 GRI 204-1
Proportion of spending on local suppliers
GRI 413: Local Communities 2016 GRI 413-1 Operations
with local community engagement, impact assessments,
and development programs

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BRSR GRI SDG

Principle 8 - Businesses should GRI 3: Material Topics 2021


promote inclusive growth GRI 3-3 Management of material topics
and equitable development –
GRI 413: Local Communities 2016 GRI 413-1 Operations
LEADERSHIP INDICATORS
with local community engagement, impact assessments,
and development programs

Principle 9 - Businesses should GRI 417: Marketing and Labeling 2016 GRI 417-1
engage with and provide Requirements for product and service information and
value to their consumers labelling
in a responsible manner – GRI 418: Customer Privacy 2016 GRI 418-1
ESSENTIAL INDICATORS Substantiated complaints concerning breaches of
customer privacy and losses of customer data
GRI 3: Material Topics 2021
GRI 3-3 Management of material topics
Principle 9 - Businesses should GRI 417: Marketing and Labeling 2016 GRI 417-1
engage with and provide Requirements for product and service information and
value to their consumers labelling
in a responsible manner – GRI 418: Customer Privacy 2016 GRI 418-1
LEADERSHIP INDICATORS Substantiated complaints concerning breaches of
customer privacy and losses of customer data
GRI 3: Material Topics 2021
GRI 3-3 Management of material topics

Note:
All SDG mapping done against respective principles are based on an indicative SDG mapping matrix provided in National Guidelines on Responsible Business
Conduct by MCA, GoI. All the mentions of the GRI™ and SDG is the intellectual property of respective organisations and copyright of all the Logos used
belong to respective organisations/ institutions.

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Corporate Governance Report – FY 2023-24


CORPORATE GOVERNANCE PHILOSOPHY

Orient Electric Limited (‘Orient Electric’ or the ‘Company’ or ‘We’ or ‘Our’), strives to foster a culture of trust, ethics, honesty, and
transparency each and every day. Our goal to be a reputed partner in progress and a responsible corporate citizen is fundamentally
anchored in your Company's commitment towards strong corporate governance procedures. Maintaining high standards of corporate
governance practices is a testimony to well-founded systems and processes of the Company assuring trust and confidence to
all stakeholders on the conduct of the business. We follow embedded guidelines that help us make wise choices for long-term
shareholder value proposition and sustainable growth without sacrificing ethics, social responsibility, environmental stewardship and
statutory compliances.

Guiding Principles - Code of Ethical Standards and Behavioural Conduct

The set of guiding principles for the Company's governance


notion is its Code of Ethical Standards and Behavioural Conduct
Trust, Respect, (the ‘Code’), which reflects the Mission, Vision, and Values of
Empathy Orient Electric. The Code mandates all employees to uphold
the highest standards of financial, professional, and ethical
Integrity & integrity in every aspect of business operations. The Company
Ethical Conduct
Equality is dedicated to establishing a work environment that is always
devoid of harassment and discrimination, where employees are
appreciated and given the right conditions to promote excellent
Standards &
performance and behaviour. The purpose of the Code is to offer a
Conduct
framework for defining employee behavior in course of business
operations. Within the all-pervasive professional behavior, the
Technology & Transparency & Code fosters mutual respect. It is not recommended to act in
Cyber Security Accountability a way that undermines, threatens, ridicules, intimidates, or
denigrates others and has an adverse effect on productivity.
Safety & Improper behaviour is never encouraged. Regulatory non-
Environment compliance has zero tolerance.

Multi-tiered Governance Structure at Orient Electric

Board of Directors

Nomination & Stakeholders'


Risk Management
Audit Committee Remuneration CSR Committee Relationship
Committee
Committee Committee

Executive Management

Operational Committees

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BOARD OF DIRECTORS As on March 31, 2024, the Board consist of 6 Directors headed
by Non-Executive Chairman, one Executive Director, designated
The Board of Directors (‘Board’) plays a crucial role in overseeing as Vice Chairman & Managing Director and four Non–Executive
how the management serves the short and long-term interests Independent Directors one of whom is a Women Director. The
of all its stakeholders. The Board keeps a close eye on how the Chairman of the Board is a Non-Executive Director related to
management team looks after the interests of every stakeholder the Promoter but not related to the Managing Director or any
and the executive team strives to keep the Board effective, well- other Directors of the Company. A clear distinction exists
informed and independent. between the roles and duties of the Chairman and those of the
Managing Director. In compliance with the provisions of the Act
Board Composition – an Independent & Professional and Regulation 17A and 26A of the Listing Regulations, none of
Board the Directors of the Company serves as:

The Company has a diverse composition of Executive and Non- a) A director in more than 10 public limited companies;
Executive Directors including Independent Directors and Women
Director which meets the requirements specified under Section b) A director in more than 7 listed entities;
149(4) of the Companies Act, 2013 (the ‘Act’) and Regulation 17
of the Securities and Exchange Board of India (Listing Obligations c) An Independent director in more than 7 listed entities;
and Disclosure Requirements) Regulations, 2015 (the ‘Listing
Regulations’).The Directors have extensive experience in d) An Independent director in more than 3 listed entities in
business, finance, internal controls, governance, laws, strategy case he/she serves as a Whole-time Director/ Managing
and administration. The composition of the Board not only meets Director in any listed entity; and
the legal requirements but also makes it a diversified Board with
mixed blend of professional, experiences and expertise. e) A member of more than 10 Committees or Chairperson of
more than 5 Committees, across all the Indian public limited
Profile of the Directors of the Company encompassing their companies in which he/ she is a director.
skills, expertise in specific functional areas and competencies
can be accessed at https://www.orientelectric.com/investors/ Every Director of the Company at the start of the financial
regulation-disclosures and also provided in the Annual report for year discloses their directorships and committee positions they
financial year 2023-24. occupy in different companies and also the changes therein,
whenever such change takes place. None of the directors of the
Company is, inter-se, related to each other.
Board Composition
Skills / Expertise / Competencies identified by the Board
of Directors
16 Non-Executive
%
Non Independent The Board of the Company is made up of industry leading experts
and high skilled professionals of repute. They possess strong
Executive financial acumen, strategic astuteness, leadership qualities, and
17%

are well participated in the key strategic decision making and


Independent good operational conduct of the Company, devoting sufficient
%
67

time to meetings. The Board, from time to time, evaluates its


composition, skills, and diversity to ensure that the composition
align with both legal and business needs.

The core skills, expertise, and competencies identified by the Board as essential for the Company's efficient operations and available
in each of the directors of the Company as on March 31, 2024, are as follows:

Name of Director Core Skills / Expertise/Competency


Mr. Chandra Kant Birla Leadership, Entrepreneurship, Diversity of Industrial Perspective, Depth of Financial Knowledge,
Business Strategy, Sustainability, Governance, Risk and Compliance
*Mr. Desh Deepak Khetrapal Leadership, General Management, Manufacturing Expertise, Diversity of Perspective, Financial
Expertise, Business Strategy, Sustainability, Governance, Risk and Compliance

Mr. TCA Ranganathan Leadership, Financial Acumen, Banking, Diversity of Perspective, Business Strategy, Sustainability,
Governance, Risk and Compliance

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Name of Director Core Skills / Expertise/Competency


Mr. K Pradeep Chandra Leadership, Financial Acumen, Diversity of Perspective, Business Strategy, Sustainability,
Governance, Risk and Compliance, Administration
Mrs. Alka Marezban Bharucha Leadership, Financial Acumen, Diversity of Perspective, Business Strategy, Governance, Risk and
Compliance
Mr. Raju Lal Leadership, Depth of Financial and accounting knowledge, Diversity of Perspective, Business
Strategy, Governance, Risk and Compliance
* Appointed as Managing Director (‘MD’) and designated Vice Chairman & MD w.e.f. July 15, 2023.

Process for appointment of new Director The Company issues formal letter of appointment/ re-appointment
to Independent Directors containing, inter alia, the role, functions,
The Board apex governing body, responsible for supervision duties, responsibilities and the Code of Conduct. The terms and
of overall operations of the Company, is appointed by the conditions of the appointment of Independent Directors are
shareholders. It has ultimate responsibility for the development available on the Company’s website at https://www.orientelectric.
of strategy, management, general affairs, direction, performance com/images/investors/Terms-Conditions-of-Appointment-of-
and long-term success of the business. As per Nomination Independent-Directors.pdf.
and Remuneration policy of the Company, the Nomination
and Remuneration Committee (‘NRC’) is entrusted with the Induction and Familiarization
responsibility to identify the skill and expertise required for
the Board and accordingly identify an individual for induction Every Director is familiarised and oriented about the business
as a Board member and recommend his/her appointment to and the key operational procedures of the Company by the
the Board in accordance with Nomination and Remuneration Executive Director and/or by the Senior management officials on
Policy of the Company. Based upon the recommendation of a continuous basis through various presentations and sessions.
the NRC, the Board considers and approves the appointment of They are provided deep insights on various matters including
the individual as an Additional Director and recommends to the values, mission and vision of the Company, group & organisation
shareholders for approval. structure, Board procedures, senior management, industry in
which the Company operates, business & operations, strategies,
Independent Directors competition, products and new launches, market presence,
revenues, budgets, regulatory updates, sustainability, internal
Independent Directors are Non-Executive Directors as controls, material risks alongwith their mitigation plans.
defined under the Act, rules framed thereunder and the
Listing Regulations. The details of the above familiarization programmes
for the Independent Directors can be accessed at:
Independent Directors of the Company as part of their annual https://www.orientelectric.com/images/investors/
declarations confirm that: familiarisation-programme.pdf.

1. they fulfil the criteria of independence as per Act and Meeting of Independent Directors
Listing Regulations;
A separate meeting of the Independent Directors of the
2. in terms of Regulation 25(8) of the Listing Regulations, Company, excluding Executive Directors and Management
they are not aware of any circumstances or situations representatives, was convened and held on January 12, 2024,
which exist or may be reasonably anticipated that could as mandated by Schedule IV to the Act and Regulation 25(3) of
impair or impact their ability to discharge their duties with the Listing Regulations. All the Independent Directors attended
independent judgment; and this meeting. Mr. K. Pradeep Chandra, an Independent Director
chaired this meeting of Independent Directors. At the meeting,
3. they are in compliance with the Rule 6(3) of the Companies the Independent Directors, apart from reviewing the performance
(Appointment and Qualification of Directors) Rules, 2014. of the Executive Director, Non-Executive Director, Chairman and
the Board, also discussed and accessed the quality, quantity and
In the opinion of the Board, based upon the above declarations, timeliness of information being provided by the management to
all Independent Directors of the Company fulfil the conditions of the directors for helping them to perform their duties as directors
Independence specified in Section 149 of the Act and Regulation / members of the committee, effectively and reasonably.
16(1)(b) of the Listing Regulations and are independent of the
Board and management.

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Directorship and Committee positions held by Directors

The details of Directorship, inter-se relationship, number of Directorship(s) and Committee Membership(s) / Chairpersonship(s) held by
the Directors of the Company in public companies as on March 31, 2024 are as under:

No. of Committees@ No. of


No. of Name of other Listed Entities
Name of shares
Category Directorship Membership
Director(s) In which he / she is a Category of held in the
held# (including Chairperson
Director Directorship Company
Chairperson)
Mr. Chandra Chairman – 8 1 1 Birlasoft Limited Non- 34,85,893
Kant Birla Promoter -Non- Executive
Executive HIL Limited Director

Orient
Cement Limited

Orient Paper &


Industries Limited
*Mr. Desh Vice Chairman 3 5 Nil Orient Managing Nil
Deepak & Managing Cement Limited Director
Khetrapal Director Non –
HIL Limited
Executive
Director
Mr. TCA Independent – 2 2 2 Security and Independent Nil
Ranganathan Non-Executive Intelligence Services Director
(India) Limited
Mr. K Pradeep Independent – 2 4 Nil Moschip Technologies Independent Nil
Chandra Non-Executive Limited Director
Mrs. Alka Independent – 8 7 4 Hindalco Independent Nil
Marezban Non-Executive Industries Limited Director
Bharucha
Honda India Power
Products Limited

Ultratech
Cement Limited

Aditya Birla Sun


Life AMC Limited

ITC Limited
Mr. Raju Lal Independent – 2 1 Nil LT Foods Ltd Independent Nil
Non- Executive Director

* Appointed as MD and Designated as Vice Chairman & MD w.e.f. July 15, 2023.
#Excludes directorships in foreign companies, companies registered under Section 8 of the Act, private companies and alternate directorships.
@Membership(s) / Chairmanship(s) of only Audit and Stakeholders’ Relationship committees in all public limited companies are considered.
Note: Since Mr. Rakesh Khanna resigned as MD & CEO w.e.f. April 03, 2023 and Mr. Rajan Gupta, appointed as MD & CEO w.e.f. from April 04, 2023 and resigned
w.e.f. July 14, 2023, their details are not provided in the above table of Board of Directors.

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Meetings - Information flow to the Board of Directors: strategic plans, business reviews, review of internal, statutory,
secretarial and cost audits, details of investor grievances, business
The primary function of the Board is to ensure the long-term acquisitions / expansion plans, important business / management
sustainable profitable growth of the Company for the mutual decisions, new product launch, capacity enhancement, set up of
benefit of all stakeholders. The Board is responsible for various new manufacturing facility, capital expenditures, capital allocation,
statutory and operational functions to effectively manage the proposal for declaration of dividends, appointment, remuneration
Company. To enable the Board to carry out its functions effectively, and severance of directors, key managerial personnel, leadership
the Directors are provided with all the necessary information well / senior management, corporate actions, details of investor
in advance with Agendas or otherwise so that they familiarize grievances, material developments, fatal or serious accidents,
themselves with the information in a meaningful way. The dangerous occurrences, material effluent or pollution problems,
Directors may procure additional documents / information or call any material default in financial obligations, risks including cyber
for separate discussions as they may require for this purpose. security and their mitigation plans material litigations, proposed /
unforeseen related party transactions, sustainability initiatives,
Board / Committee meetings are scheduled in consultation with corporate social responsibility activities, statutory / compliance
Board members to allow for adequate planning and meaningful matters, regulatory updates. Documents containing Unpublished
participation. In cases of special and urgent business needs, Price Sensitive Information are provided at a shorter notice,
approval is obtained through resolutions by circulation as pursuant to the general consent being taken from the Board /
permitted by law. These resolutions are noted and confirmed in committees. Proper actions are taken on the feedbacks, suggestions
subsequent meetings. and directives of the Board / committees on various strategic,
compliance and other matters. An action taken report is presented
Notice and agenda for Board / Committee meetings are provided in the succeeding meeting.
to all Directors at least one week in advance. The agenda is set by
the Company Secretary in consultation with the Managing Director Directors’ participation in Board and General Meetings
and Chief Financial Officer and covers items outlined in Listing
Regulations as relevant and applicable. Detailed notes on agenda During the financial year 2023-24, the Board convened five
items are included to facilitate informed decision-making by meetings on the following dates: May 12, 2023, July 14, 2023,
Directors. For facilitating the ease of participation of Directors, either August 02, 2023, November 03, 2023, and February 01, 2024.
traveling or present elsewhere, the Company also provides video / The interval between any two Board meetings was well within
audio-conferencing facilities for attending meetings. Information the maximum allowed gap of 120 days.
being provided to the Directors includes but not limited to, annual /
mid-term operational and capital budgets, financial results, annual

The attendance of the Board members at the Board meetings and the Annual General Meeting (‘AGM’) of the Company held during
financial year 2023-24, is as follows:
Board meetings % of Attendance
Name of Director
held & attended attendance at last AGM
Mr. Chandra Kant Birla
5 out of 5 100 Yes
(Non-Executive Chairman, Promoter)
*Mr. Desh Deepak Khetrapal
5 out of 5 100 Yes
(Vice-Chairman & Managing Director)
**Mr. Rajan Gupta
1 out of 2 50 NA
(Managing Director & CEO)
Mr. TCA Ranganathan
5 out of 5 100 Yes
(Non-Executive Independent Director)
Mr. K Pradeep Chandra
5 out of 5 100 Yes
(Non-Executive Independent Director)
Mrs. Alka Marezban Bharucha
5 out of 5 100 Yes
(Non-Executive Independent Director)
#Mr. Raju Lal
2 out of 2 100 NA
(Non-Executive Independent Director)
* Appointed as Managing Director and designated as Vice- Chairman & MD w.e.f. July 15, 2023
**Appointed as MD & CEO w.e.f. April 04, 2023 and resigned w.e.f. July 14, 2023. Only two meetings were held during his tenure.
#
Appointed as Independent Director w.e.f. October 11, 2023 and two meetings were held during the financial year 2023-24 post his appointment.

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COMMITTEES OF THE BOARD

The Board has constituted various statutory committees with specific terms of reference as provided under the Act and the Listing
Regulations to handle the specific responsibilities and strengthen the governance structure of the Board. Each Committee operates
within its defined terms of reference, outlining its scope, powers, responsibilities, and composition. The Chairperson of each Committee
provides the Board with a summary of discussions taken during the respective Committee meeting. The process and procedures being
followed for the Board meetings are equally applicable for the Committee meetings. Minutes of the Committee meetings are circulated
to the respective Committee members and also placed before the Board for noting. Special invitees may attend Committee meetings
upon request. Throughout the year, the Board has endorsed all recommendations put forth by the respective Committees.

Committees of the Board as on March 31, 2024:

Nomination & Corporate Social


Risk Management Stakeholders
Audit Committee Remuneration Responsibility
Committee Relationship Committee
Committee Committee
Mr. TCA Ranganathan (C) Mr. TCA Ranganathan Mrs. Alka Marezban Mr. K Pradeep Chandra Mrs. Alka Marezban
(C) Bharucha (C) (C) Bharucha (C)
Mr. Desh Deepak Mr. Desh Deepak Mr. C K Birla (M) Mr. Desh Deepak Mr. Desh Deepak
Khetrapal (M) Khetrapal (M) Khetrapal (M) Khetrapal (M)
Mr. K Pradeep Chandra Mr. K Pradeep Chandra Mr. TCA Ranganathan Mr. TCA Ranganathan Mr. K Pradeep Chandra
(M) (M) (M) (M) (M)
Mrs. Alka Marezban Mrs. Alka Marezban Mr. K Pradeep Chandra
Bharucha (M) Bharucha (M) (M)
Mr. Raju Lal (M) Mr. Raju Lal (M)
C – Chairman, M - Member

AUDIT COMMITTEE 3. Appointment of Chief Financial Officer.

The primary function of the Audit Committee is to support the 4. Reviewing Internal Audit and evaluating internal
Board in fulfilling its governance and oversight responsibilities controls and risk.
in relation to financial reporting, internal control structure, risk
management, internal and external audit functions, regulatory 5. Reviewing fund usage and suggesting actions.
compliances and ethical accountability. The composition and
terms of reference of the Audit Committee is in line with the 6. Approving transactions with related parties.
requirements stipulated in Section 177 of the Act and Regulation
18(1) of the Listing Regulations. As on March 31, 2024, Audit 7. Scrutinizing loans, investments, and assets and ensuring
Committee comprises of five members, out of which four being adequacy of internal audit.
Independent Directors. Chairman of the Audit Committee is an
Independent Director and all its members possess financial 8. Addressing payment defaults and overseeing
literacy and expertise in accounting and financial management. whistleblowing mechanisms.
The Company Secretary serves as the secretary to the
Audit Committee. 9. Undertaking any other functions assigned by the Board or
mandated by laws, rules, or regulations.
Summary of Committee's Role / Responsibilities:
Meetings and Attendance
The Audit Committee’s roles and responsibilities as stipulated by
Listing Regulation and the Act, inter-alia, includes the following: At least one meeting of the Audit Committee is held in each
quarter. Maximum gap between two consecutive meetings did
1. Overseeing the Company’s financial reporting and not exceed one hundred and twenty days. Senior Management
reviewing financial statements, policies, and compliances. Personnel including, Chief Financial Officer, Strategy Head,
Group Internal Audit Head, the Chief Internal Auditor, Statutory
2. Recommending auditor’s appointments and remuneration, Auditors and Internal Auditors are invitees to the Audit
and monitoring auditors' independence and performance. Committee meetings. During the financial year 2023-24, four

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Audit Committee meetings were held on May 12, 2023, August significant audit observations and associated follow-up actions
02, 2023, November 03, 2023 and February 01, 2024. All are presented quarterly before the Audit Committee. The Audit
recommendations made by the Audit Committee were accepted Committee regularly reviews significant audit findings of the
by the Board. The Chairman of the Committee was present at Internal Audit Function, covering operational, financial and other
the AGM, held on August 02, 2023. areas and providing guidance on strengthening internal controls.
The Management rigorously tests the Company's control
Audit Committee: Composition, number of meetings held during environment to ensure its effectiveness, which is later audited
the financial year 2023-24 and attendance therein: by both the Statutory and Internal Auditors.

Vigil Mechanism - Whistle Blower Policy


Meetings held % of
Name & Category of the Director
& attended attendance
The Company has set up a robust Vigil Mechanism and has
Mr. TCA Ranganathan (C) 4 out of 4 100
adopted a Whistle Blower Policy to report concerns about
Independent Director
unethical behavior, actual or suspected fraud, or violation of the
Mr. Desh Deepak Khetrapal (M) 4 out of 4 100
Company’s Code of Conduct. The said policy is in line with the
Executive Director
requirements of the Vigil Mechanism under the Act and covers
Mr. K Pradeep Chandra (M) 4 out of 4 100
instances of leakage of unpublished price sensitive information
Independent Director
Mrs. Alka Marezban Bharucha 4 out of 4 100 as per SEBI (Prohibition of Insider Trading) (Amendment)
(M) Regulations, 2018. Under the Vigil Mechanism, the Company
Independent Director has dedicated an email ID, wherein the whistle blower can
#
Mr. Raju Lal (M) 1 out of 1 100 report any acts of unacceptable behaviour inconsistent with the
Independent Director Company’s Code of Conduct, having an adverse effect on the
Company’s financials and reputation and instances of sharing of
C – Chairman, M- Member unpublished price sensitive information. Access of this email is
#
Appointed as member of the Audit Committee w.e.f. November provided only to Ombudsman. The person can report the matter
03, 2023. anonymously too, in sealed envelope addressed to Ombudsman.
The Whistle Blower policy of the Company provides for adequate
Internal Controls and Risk Management safeguards against victimisation of persons who blow the
whistle and also provides for direct access to the Chairperson
The Company maintains a robust system of Internal Controls of the Audit Committee. During the financial year 2023-24, no
which is commensurate with its size and complexity of business person has been denied access to the Audit Committee to report
operations. The robust Internal Control System helps provide any concern. The Audit Committee of the Company oversees the
efficiency in execution, ensures completeness of data and implementation of the Whistle Blower Policy. Matters reported
records, and increases reliability on reports. These internal are investigated properly, impartially and within the allowed
controls also facilitate optimum utilization of resources, protect time frame by the Whistle Blower Committee / Team authorised
Company’s assets and investors’ interests. The Company has for specific matters, maintaining complete confidentiality. Every
implemented Internal Financial Controls, Whistle Blower Policy, quarter a report is presented before the Audit Committee as well
Fraud Risk Framework Policy and Risk Management Policy, as the Board on the matters / complaints received, if any, in vigil
to address different risks. Standard Operating Procedures mechanisms along with status of investigation and proposed
and policies are established to guide business operations, actions. During the financial year 2023-24, no such complaint
with function heads responsible for ensuring compliance. was received in Vigil Mechanism. The Whistle Blower Policy of
Continuous internal monitoring mechanisms facilitate the timely the Company has been disseminated within the Company and
identification of risks and issues. An independent external can also be assessed at https://www.orientelectric.com/images/
audit team, supported by internal audit department, conducts investors/whistle-blower-policy.pdf.
audits in accordance with an approved annual internal audit
plan, endorsed by the Audit Committee, which is worked out Fees paid to Statutory Auditor
in alignment with business priorities and developments. Audits
focus on reviewing internal controls and risks across the During the financial year 2023-24, Company had paid
Company's operations, including plants, offices, warehouses, following fees to the statutory auditors and the entities in
and centrally controlled businesses and functions. A summary of their network firm:

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6. Coordinate activities with other committees, obtaining


S.
Particulars Purpose Amount* information from employees and seeking legal / professional
No.
/ expert advice or opinion.
1 M/s. S.R. Batliboi & Co. LLP Statutory Audit 0.59
0.06
Other Services 7. Monitor and review the Risk Management Plan periodically
2 Ernst & Young LLP, Consultancy / 0.29 and ensuring appropriate risk management systems and
(Network firms / entity) Advisory Charges controls are in place.
Total 0.94
*Excluding reimbursement of expenses, surcharges, and taxes. 8. Perform any other functions as necessary, mandated
under the Act, Listing Regulations, or any other law or
RISK MANAGEMENT COMMITTEE directed by the Board.

The Board has constituted the Risk Management Committee in Meetings and Attendance:
accordance with the requirements of the Listing regulations, to
identify risks across various areas of operations and develop During the financial year 2023-24, the Committee met three
policies to mitigate them. The primary objective of the Committee times on April 05, 2023, September 29, 2023 and March 22,
is to assist the Board in identifying potential events that, if they 2024. Further, the time gap between two consecutive meetings
occur, may affect the entity and to manage those risks within did not exceed 180 days. The Chairman of the Risk Management
its risk appetite. The Committee ensures timely communication Committee was present at the last AGM, held on August 02, 2023.
of risk assessment and mitigation procedures to the members of
the Audit Committee and the Board. The Company has adopted Risk Management Committee: Composition, number of meetings
a Risk Management Policy in accordance with the provisions held during the financial year 2023-24 and attendance therein:
of the Act and Listing Regulations. The Risk Management
Committee comprises of five Directors out of whom four are
Meetings held % of
Non-Executive Directors and one is Executive Director. The Name & Category of the Director
& attended attendance
Company Secretary of the Company acts as the Secretary to the
Mr. TCA Ranganathan (C) 3 out of 3 100
Committee. The Chief Risk Officer is permanent invitee to the
Independent Director
Committee meetings.
Mr. Desh Deepak Khetrapal (M) 3 out of 3 100
Vice- Chairman & Managing Director
Summary of Committee's Role / Responsibilities: Mr. K Pradeep Chandra (M) 3 out of 3 100
Independent Director
The Risk Management Committee’s roles and responsibilities as Mrs. Alka Marezban Bharucha (M) 3 out of 3 100
stipulated by Listing Regulation, inter-alia, includes the following: Independent Director
#
Mr. Raju Lal (M) 1 out of 1 100
1. Formulating a comprehensive Risk Management Policy Independent Director
covering: (a) Identification of internal and external
risks; (b) Measures for risk mitigation and Business C – Chairman, M- Member
continuity planning. #
Appointed member of the Risk Management Committee w.e.f.
November 03, 2023.
2. Establishing appropriate methodology, processes, and
systems to monitor and evaluate risks, overseeing policy NOMINATION AND REMUNERATION COMMITTEE
implementation and evaluating system adequacy.
The composition and terms of reference of the Nomination and
3. Periodically reviewing the policy in light of Remuneration Committee (‘NRC’) is in line with the requirements
industry dynamics. of Section 178 of the Act and Regulation 19 of the Listing
Regulations. NRC consists of four Non-Executive Directors
4. Periodically reporting Committee discussions, out of whom three are Independent Directors. The Company
recommendations, and actions to the Board Secretary acts as the secretary to the NRC. The NRC also plays
the role of the Compensation Committee under the SEBI (Share
5. Reviewing Chief Risk Officer appointment, removal, Based Employee Benefits and Sweat Equity) Regulations, 2021
and remuneration. (‘SEBI SBEB Regulations’), and administers the Orient Electric
Employee Stock Option Scheme-2019.

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4. Maintains transparency in remuneration and performance


Summary of Committee's Role/Responsibilities: alignment and balances fixed and incentive pay
based on goals.
Role/ responsibilities of NRC, inter-alia, includes the following:
5. Recommending remuneration for senior management.
1. Devising policies on Board diversity and director’s / senior
management’s appointment / remuneration. 6. Overseeing the administration of the Employee Stock
Option Scheme of the Company.
2. Identifying qualified candidates for leadership roles.
7. Undertaking any other functions specified under the Act,
3. Sets performance evaluation criteria for Directors and Listing Regulations, or any other role prescribed by law or
ensure competitive and motivating remuneration. the Board of Directors.

Meetings and Attendance:

NRC met three times during the financial year 2023-24, on May 12, 2023, July 14, 2023 and February 01, 2024. The Chairperson of
the NRC was present at the last AGM, held on August 02, 2023.

NRC - composition, number of meetings held during the financial year 2023-24 and attendance therein:

Meetings held &


Name & Category of the Director % of attendance
attended
Mrs. Alka Marezban Bharucha (C) 3 out of 3 100
Independent Director
Mr. Chandra Kant Birla (M) 3 out of 3 100
Non-Executive Director, Promoter
Mr. TCA Ranganathan (M) 3 out of 3 100
Independent Director
Mr. K Pradeep Chandra (M) 3 out of 3 100
Independent Director
C – Chairperson, M- Member

Nomination and Remuneration Policy

In accordance with the provisions of the Act and the Listing Regulations, the Company has adopted a Nomination and Remuneration
Policy for the Directors, Key Managerial Personnel and Senior Management of the Company. This policy can be assessed at https://
www.orientelectric.com/images/investors/nomination-remuneration-policy.pdf.

The said policy, inter-alia, provides for various factors to be considered by the NRC for finalising and recommending any candidate
for the position of Director, Key Managerial Personnel or Senior Management Person, fixing their remuneration, in whatever form,
including ESOPs, if any, and evaluation of performance of the Board, its committees and individual Directors. This policy provides
that the remuneration of Managing Director, Chief Executive Officer, Key Managerial Personnel and Senior Management Officers will
have a mix of fixed and performance linked pay. The payment of performance linked payment is based on the performance of the
individuals and the overall performance of the Company for the year.

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Remuneration - Executive Directors

Remuneration of Managing Director is a mix of fixed pay, allowances and performance linked pay.

Details of remuneration of Managing Director(s) of the Company for the financial year 2023-24 are as under:
(INR crores unless otherwise stated)
Salary, Annual performance
Retiral Notice Period/ No. of
Name Allowances Linked Pay & Total
Benefit Severance Fee Shares held
& Perquisites performance criteria
Mr. Desh Deepak Khetrapal*^ 1.71 0.39 N.A. 2.10 N.A. NIL
Mr. Rajan Gupta# 1.41 0.67 0.11 2.19 1.60 NIL
Mr. Rakesh Khanna# 0.02 Nil 0.003 0.023 0.34 $
1,09,328
^The remuneration does not include gratuity and leave benefits, as they are determined on actuarial basis for the Company as a whole. Annual performance
linked pay for the financial year 2023-24 has been considered as per the provision taken in the financials of the Company in accordance with its provision policy.
*Appointed as Managing Director and designated as Vice – Chairman & Managing Director of the Company w.e.f.July 15, 2023. He is also Managing Director of
Orient Cement Limited and the remuneration paid to him from the Company is in compliance with the provisions of the Act.
#
Remuneration details for following are for the period they remained in the employment of the Company during financial year 2023-24:
• Mr. Rajan Gupta was appointed as the Managing Director and CEO of the Company w.e.f. April 04, 2023, and he resigned w.e.f. close of business hours on
July 14, 2023. He was granted 3,32,180 number of stock options, which were lapsed upon his separation from the Company.
• $
Mr. Rakesh Khanna resigned as the Managing Director and CEO of the Company w.e.f. the close of business hours on April 03, 2023. Number of shares held
are as on March 31, 2024.

Non- Executive Director(s)


Non-Executive Directors including Independent Directors are paid remuneration in the form of Commission, subject to the overall
limit of 1% as prescribed under the Act and also approved by the shareholders of the Company. The specific amount of Commission
distributed amongst the Non-Executive Directors is determined by the Board, following recommendations from the Nomination and
Remuneration Committee. Payment to any non-executive director does not exceed fifty per cent of the total payment made to all the
non-executive directors during the year under review. Payment of commission is based upon various factors including attendance at
Board and Committee meetings, Chairmanships held by Directors on various Committees and overall contribution in the operational
and strategic matters. In addition to Commission, Non-Executive Directors are compensated with sitting fees for their participation in
Board and Committee meetings, adhering to the limits prescribed by the Act.

Details of sitting fees and Commission paid / payable by the Company to all the Non- Executive Directors during the financial year
2023-24, are as follows:
(INR crores unless otherwise stated)
Directors’ Name Sitting fees Commission# Shareholding (No.)
Mr. Chandra Kant Birla 0.07 0.32 34,85,893
*Mr. Desh Deepak Khetrapal 0.05 - Nil
Mr. TCA Ranganathan 0.16 0.14 Nil
Mr. K Pradeep Chandra 0.17 0.12 Nil
Mrs. Alka Marezban Bharucha 0.15 0.12 Nil
**Mr. Raju Lal 0.05 0.57 Nil
#
For the financial year 2023-24.
*For the period before appointment as Managing Director w.e.f. July 15, 2023.
**Appointed as Independent Director w.e.f. October 11, 2023.

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Apart from above, there was no other pecuniary relationship or inter se between board members and others. Evaluation of
transaction of the Non-Executive Directors with the Company. committees included parameters such as effective composition,
During the year, the Company has not issued any convertible clearly defined roles and responsibilities, effectiveness in
securities and no such securities of the Company, accordingly, fulfilling assigned duties, communication effectiveness with
held by any Director of the Company. the Board, Senior Management, and Key Managerial Personnel.
Independent Directors underwent additional evaluation to
Directors’ Performance Evaluation assess their performance and adherence to independence
criteria, ensuring their autonomy from management.
Evaluation of the Board of Directors is an important part of the
Board’s Corporate Governance framework. The purpose of the Outcome of Performance Evaluation
Board evaluation is to continuously improve governance at
the Board level with the involvement of all stakeholders in a Following are key outcome of evaluation exercise, as
harmonious environment. communicated to the Board:

In Orient Electric, Board Evaluation is a three-tier process Directors appreciated the values espoused by the Chairman
conducted under the supervision of Nomination and and described him as an excellent leader.
Remuneration Committee within the framework of Section Managing Director is very competent and showcasing
149(8) read with Section 178 and Schedule IV of the Act, complete professionalism.
Regulations 17(10), 19(4) and Part D of Schedule II of the Listing Effective and free deliberation happens during the meetings.
Regulations and considering the guidance note issued by the Each director is devoting sufficient time and efforts in the
Securities and Exchange Board of India. First, the Independent matters being placed for discussion before the meetings.
Directors evaluated the performance of the Chairman, the The Board and all the Committees of the Board are
Executive Director, and the complete Board. Thereafter, each discharging respective responsibilities effectively.
individual director, each committee of the Board and the Executive, Non-Executive and Independent Directors are
complete board get evaluated. Evaluation is carried out on the meeting all the criteria.
basis of a set of questionnaires responded by each individual The Board processes are adequate and effective.
director / committee member separately for other directors / The meetings are properly organised. All details and
committee member, except for himself / herself. relevant documents are provided to the Directors well in
advance, facilitating the fruitful discussion and decisions
Evaluation of the Chairperson included parameters such as during the meetings.
demonstration of effective leadership, process for settling Board
agenda, freedom of expression of views by other board members, Directors and Officers Liability Insurance (D&O)
quality of discussions at the meetings, communication with the
Board members, use of time and overall efficiency of meetings. As per the provisions of the Listing Regulations, the Company
Evaluation of directors was based on several parameters has taken a Directors and Officers Liability Insurance (D&O) on
including acquaintance with business, effective participation, behalf of all directors including Independent Directors and Senior
domain knowledge, compliance with code of conduct, dedication Officers, of the Company for indemnifying any of them against
of time and effort to understand the Company and its business, any liability alleged for any negligence, default, misfeasance,
quality of contribution during meetings, application of knowledge breach of duty or breach of trust.
and experience in strategic considerations, communication

Senior Management and Changes therein

Basis the criteria specified in Regulations 169(1)(d) of the Listing Regulations, the NRC has identified the officers of the Company
based upon their position and roles who would be categorised as ‘Senior Management Personnel’ (‘SMP’). Details of SMP as on March
31, 2024 and changes therein during the year are as under:

Name Designation
Ms. Avani Birla President Strategy
Mr. Saibal Sengupta Chief Financial Officer
Mr. Gaurav Dhawan BU Head – Electric Consumer Durables
Mr. Kapil Kohli Head – Digital Revenue & Retail
Ms. Anika Agarwal Chief Marketing & Customer Experience Officer
Mr. Aditya Kohli Chief Human Resource Officer

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Name Designation
Mr. Bhagirath Singh Galgat Head- Manufacturing Excellence & Special Projects
*Ms. Jyotsna Balasubramanian Head – Internal Audit
Mr. Hitesh Kumar Jain Company Secretary
*Joined w.e.f. October 04, 2023.
Mr. Salil Kapoor, BU Head – Appliances resigned w.e.f. July 10, 2023
Mr. Manoj Dhar, Head – Internal Audit, resigned w.e.f. May 25, 2023.
Mr. Puneet Dhawan, Exec. Vice President - Lighting BU & Switchgear, Wiring Accessories, resigned w.e.f. December 31, 2023.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The composition and terms of reference of the Corporate Social Responsibility (‘CSR’) Committee is in line with the Section 135 of the
Act. The CSR Committee comprises of three Directors, out of whom two are Independent Directors. The Chairman of the Committee is
an Independent Director. The Company Secretary of the Company acts as the secretary to the CSR Committee.

Summary of Committee's Role / Responsibilities:

The CSR Committee's roles and responsibilities, in accordance with the Act and the Companies (Corporate Social Responsibility Policy)
Rules, 2014, include:

1. Formulates CSR Policy aligned with Schedule VII of the Act.


2. Recommends the budget for CSR activities.
3. Monitor CSR Policy implementation.
4. Review the progress of identified CSR activities.
5. Develop and recommends Annual Action Plan to the Board, including approved projects, execution methods, fund utilization
details, monitoring mechanisms, and impact assessment.

Meetings and Attendance:

During the financial year 2023-24, the CSR Committee met three times i.e. on May 12, 2023 and November 03, 2023 and February
01, 2024. The Chairman of the CSR Committee was present at the last AGM, held on August 02, 2023.

CSR Committee: Composition, number of meetings held during financial year 2023-24 and attendance therein:

Meetings held
Name & Category of the Director % of attendance
& attended
Mr. K Pradeep Chandra (C) 3 out of 3 100
Independent Director
Mr. Desh Deepak Khetrapal (M) 3 out of 3 100
Executive Director
Mr. TCA Ranganathan (M) 3 out of 3 100
Independent Director
C – Chairperson, M- Member

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Corporate Social Responsibility Policy Meetings and Attendance

The Company has a Policy on CSR which outlines the Company’s During the financial year 2023-24, the SR Committee met two
philosophy and responsibility and lays down the guidelines and times i.e. on August 02, 2023 and February 01, 2024. The
mechanism for undertaking socially impactful activities towards Chairperson of the SR Committee was present at the last AGM,
welfare and sustainable development of the community around held on August 02, 2023.
the area of its operations and other parts of the Country. The
Policy strives towards welfare and sustainable development SR Committee: Composition, number of meetings held during
of the different segments of the community, specifically the financial year 2023-24 and attendance therein:
deprived and underprivileged segment.
Meetings held % of
The Policy is available on the Company’s website at https:// Name & Category of the Director
& attended attendance
www.orientelectric.com/images/investors/corporate-social-
responsibility-policy.pdf. Mrs. Alka Marezban Bharucha (C) 2 out of 2 100
Independent Director
Mr. Desh Deepak Khetrapal (M)#
2 out of 2 100
STAKEHOLDERS’ RELATIONSHIP COMMITTEE Executive Director
Mr. K Pradeep Chandra (M)
2 out of 2 100
In accordance with the requirements of Section 178 and Independent Director
regulation 20 of the Listing Regulations, the Board has C – Chairperson, M- Member
constituted the Stakeholders' Relationship Committee #
Appointed w.e.f. July 15, 2023
(‘SR Committee’), to supervise the effective redressal of
grievances and addressing the concerns of stakeholders. As on Investor’s Grievance Redressal Mechanism
March 31, 2024, the SR Committee comprises of three Directors,
with a majority being Independent Directors. The Chairperson The SEBI has streamlined the process of seeking resolution of
of the SR Committee is a Woman Independent Director. In grievances by the shareholders. Shareholders are now required
compliance with Regulation 6 of the Listing Regulations, the to approach the authorities chronologically.
Company Secretary serves as the Compliance Officer of the
Company and Secretary to the SR Committee. a. Shareholder’s Service Requests – Company / RTA

Summary of Committee's Role / Responsibilities: Shareholders are now first required to approach the
company / RTA for seeking resolutions of its concerns
The roles and responsibilities of the SR Committee are in line / grievances. Shareholders’ concerns related to share
with the requirements of Section 178 of the Act and Regulation transfers, transmission, dematerialisation of shares,
20 read with Part D of Schedule II of the Listing Regulations, dividend payments and all other investor-related services
which, inter-alia, include the following: are attended to and processed at the office of the Company’s
RTA. For any grievances /complaints, shareholders may
1. Supervises swift resolution of shareholder grievances, contact the RTA at einward.ris@kfintech.com. For any
including share transfer / transmission and dividend escalations, shareholders may write to the Company at
issues and ensures efficient share transfer and investor@orientelectric.com.
transmission processes.
2. Reviews measures to enhance shareholders' voting rights. The manner and process of making application as per the
3. Assesses Registrar and Share Transfer Agent performance revised framework and operational guidelines thereto is
and service standards. available in the Investors section on the website of the
4. Initiates actions to minimize unclaimed dividends and Company at https://www.orientelectric.com/investors/
ensure timely receipt of documents by shareholders regulation-disclosures#investors-contact.
and facilitates share issuance for duplicate / remat /
renewal requests. b. Web-based Query Redressal System – RTA of
5. Undertaking any other functions or obligations as the Company provides Web-based Query Redressal
assigned by the Board. System which the shareholders may utilise to seek
redressal of their grievances. Shareholders may visit
https://karisma.kfintech.com/client/, register themselves
and raise queries in “investors Query” option for query

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registration. After logging in, shareholders can submit their d. Online Dispute Resolution Portal – SEBI’s alternative
query in the “QUERIES” option provided on the website, Dispute Resolution Mechanism
which would give the grievance registration number. For
accessing the status / response to their query, the same Pursuant to the SEBI (Alternative Dispute Resolution
number can be used at the option “VIEW REPLY” after 24 Mechanism) (Amendment) Regulations, 2023, the SEBI
hours. The shareholders can continue to put additional vide its circular dated July 31, 2023 as amended by circular
queries relating to the case till they are satisfied. dated August 04, 2023, introduced the mechanism of
Online Dispute Resolution (‘ODR’) with the objective to
Shareholders are also encouraged to provide their feedback streamline the dispute resolution process in the Indian
on the services provided by the Company and its RTA by securities market under the aegis of stock exchanges and
submitting the Shareholder Satisfaction Survey Form, depositories, called as Market Infrastructure Institutions
in order to enable the Company to improve its services. (‘MIIs’) and launched a common ODR Portal, which
This feedback Form is available in the Investor section on harnesses online conciliation and online arbitration for
the website of the Company, weblink of the same is as resolution of disputes arising in the Indian Securities
follows: https://www.orientelectric.com/images/investors/ Market. All MIIs are required to provide access of ODR
shareholders-feedback-form.pdf Portal to listed companies, including their Registrar and
Share Transfer Agents and investors in the securities
c. SCORES - SEBI Complaints Redress System market to facilitate the resolution of their disputes in a time
bound manner through online conciliation / arbitration by
The investor’s complaints are processed in a centralised the empaneled conciliators / arbitrators. After exhausting
web-based complaints redressal system. The salient the options for resolution of the grievance through direct
features of this system are as stated under: service request with the company / RTA and SCORE, if the
investors are still not satisfied with the outcome and the
1. Centralised database of all complaints; matter is not pending before any judicial authority, they
2. Online upload of Action Taken Reports (ATRs) by can initiate dispute resolution through the ODR Portal.
concerned companies; and A link for ODR Portal can be accessed at the website of
3. Online viewing by investors of actions taken on the the Company at https://www.orientelectric.com/investors/
complaint and its current status. regulation-disclosures#investors-contact

Through SCORES the investors can view online, the actions Investors’ Complaints
taken and current status of the complaints. In its efforts
to improve ease of doing business, SEBI has launched a Details of complaints received and resolved during the
mobile app “SEBI SCORES”, making it easier for investors to financial year 2023-24 are as follows:
lodge their grievances with SEBI, as they can now access
SCORES at their convenience on a smart phone. No. of Complaints pending at beginning of the financial year: 0
No. of Complaints received during the financial year: 6
No. of Complaints resolved during the financial year: 6
No. of Complaints pending at the end of the financial year: 0

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GENERAL BODY MEETINGS

Particulars of past three AGMs and the summary of Special Resolutions passed therein are as follows:

Financial Special Resolutions


AGM Venue Day and Date Time
Year Passed
2023-24 Held through VC/OAVM Wednesday 03:30 PM None
7th
Deemed venue: Unit – VIII, Plot No. August 02,
7, Bhoinagar, Bhubaneshwar-751012 2023
(Odisha)

6th 2022-23 Held through VC/OAVM Monday, 03:30 PM Remuneration of Mr.


Deemed venue: Unit – VIII, Plot No. July 25, 2022 Rakesh Khanna, Managing
7, Bhoinagar, Bhubaneshwar-751012 Director & CEO of the
(Odisha) Company, for the financial
year 2022-23
5th 2021-22 Held through VC/OAVM Thursday, 03:00 PM None
Deemed venue: Unit – VIII, Plot No. July 29, 2021
7, Bhoinagar, Bhubaneshwar-751012
(Odisha)

All the above resolutions as placed before the shareholders of the Company were passed with the requisite majority.

Postal Ballot

During the financial year 2023-24, three postal ballots were conducted by the Company for seeking approval of its members. Details
of these postal ballots are as under:

1. Postal Ballot Notice: May 12, 2023

Voting period: May 23, 2023 to June 21, 2023 Date of declaration of result: June 22, 2023
Scrutiniser: Mr. Atul Kumar Labh Effective date of approval: June 21, 2023

Voting Results:

Sr. Votes in Favour Votes Against


Resolution Type of Resolution
No. (No. & %) (No. & %)
Appointment of Mr. Rajan Gupta (DIN 07603128) as Ordinary Resolution 16,81,66,342 85,98,369
1
Director not liable to retire by rotation (95.14%) (4.86 %)
Appointment of Mr. Rajan Gupta (DIN 07603128) as the Ordinary Resolution 16,82,50,812 85,13,918
2 Managing Director of the Company (95.18 %) (4.82 %)
Approval of remuneration of Mr. Rajan Gupta, Managing Ordinary Resolution 1,340,30,845 4,27,33,834
3 Director & Chief Executive Officer of the Company (75.82%) (24.17%)
Approval of remuneration of Mr. Rakesh Khanna Ordinary Resolution 15,90,47,595 1,77,17,079
4 (DIN:00266132) (89.977%) (10.023%)

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2. Postal Ballot Notice: August 02, 2023

Voting period: August 12, 2023 to September 10, 2023 Date of declaration of result: September 11, 2023
Scrutiniser: Mr. Atul Kumar Labh Effective date of approval: September 10, 2023

Voting Results:

Sr. Votes in Favour Votes Against


Resolution Type of Resolution
No. (No. & %) (No. & %)
Appointment of Mr. Desh Deepak Khetrapal Ordinary Resolution 16,51,93,965 1,60,61,337
1
(DIN: 02362633) as the Managing Director of the (91.14%) (8.86%)
Company for a period of 1 year w.e.f July 15, 2023
Approval of remuneration of Mr. Desh Deepak Khetrapal Ordinary Resolution 16,51,93,370 1,60,61,927
2
as Managing Director (91.14%) (8.86%)

3. Postal Ballot Notice: November 03, 2023

Voting period: November 11, 2023 to December 10, 2023 Date of declaration of result: December 11, 2023
Scrutiniser: Mr. Atul Kumar Labh Effective date of approval: December 10, 2023

Voting Results:

Sr. Votes in Favour Votes Against


Resolution Type of Resolution
No. (No. & %) (No. & %)
Appointment of Mr. Raju Lal as an Independent Director Special Resolution 18,31,63,277 9,06,245
1
of the Company (99.50%) (0.49%)

Procedure followed for Postal Ballot

1. The Postal Ballots were carried out in compliance with the provisions of Sections 108 and 110 and other applicable
provisions of the Act, Rules framed thereunder, various circulars issued by the Ministry of Corporate Affairs (‘MCA’) in this
regard and Regulation 44 of the Listing Regulations. The Company engaged its Registrar and Share Transfer Agent (‘RTA’)
(Kfin Technologies Limited) for the purpose of providing e-Voting facility to all its shareholders, to enable them to cast their votes
electronically. In accordance with the circulars, issues by MCA, physical ballot papers were not dispatched to the shareholders.
Further, the communication of the assent or dissent of the members took place through the remote e-voting system only.

2. The Notices also specified the procedure for registering the email addresses and obtaining the Notice of postal ballot and remote
e-voting instructions by the shareholders whose email addresses were not registered with the depositories.

3. The Board appointed Mr. Atul Kumar Labh, Company Secretary in Practice (Membership No. FCS 4848), of M/s. A.K. Labh & Co.,
Company Secretaries, as the Scrutinizer (‘Scrutinizer’) for conducting the respective Postal Ballots through e-Voting in accordance
with the provisions of the Act and the Rules made thereunder and the Listing Regulations in a fair and transparent manner.

4. Advertisements were published in the Newspapers viz. ‘Financial Express’ (English) and ‘Odiya Bhaskar’ (Odiya) on May 23,
2023, August 12, 2023 and November 11, 2023, respectively, giving the requisite details as per the provisions of the Act, MCA
circulars and Secretarial Standard - 2.

5. The results of the respective Postal Ballots along with the Scrutinizer’s report were placed on the websites of the Company
www.orientelectric.com, RTA https://evoting.kfintech.com and were also communicated to the Stock Exchanges.

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Special Resolution Proposed through Postal Ballot: As on the date of this Report, no special resolution is proposed to be passed
through the Postal Ballot.

Extraordinary General Meeting: No Extraordinary General Meeting was held during the past 3 years.

GENERAL SHAREHOLDER INFORMATION

AGM Day, Date, Time & Venue Thursday, 01 August, 2024, 03:30, PM through Video Conferencing/
Other Audio - Visual Means.
Deemed venue: Registered Office at Unit VIII, Plot No. 7, Bhoinagar,
Bhubaneswar – 751012, Odisha
Financial Year April 01 to March 31
Book Closure Date for AGM and Final Dividend Thursday, July 26, 2024 to Thursday, August 01, 2024
(Both days inclusive)
Listing of Equity Shares on Stock Exchanges BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001;
National Stock Exchange of India Limited, Exchange Plaza, C-1, Block G,
Bandra Kurla Complex, Bandra (E), Mumbai-400051
Stock Code BSE Limited: 541301
National Stock Exchange of India Ltd.: ORIENTELEC
ISIN INE142Z01019
Listing Fees Listing fees as prescribed have been paid to the above stock
exchanges for the financial year ended March 31, 2024.
Registrar and Share Transfer Agents KFin Technologies Limited,
Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District,
Nanakramguda, Hyderabad 500 032
Tel: 1800 345 4001 (Tollfree)
E-mail: einward.ris@kfintech.com
Website: www.kfintech.com
Company Secretary / Compliance Officer & Contact Mr. Hitesh Kumar Jain, Company Secretary
Detail 240, Okhla Industrial Estate, Phase-III, Okhla, New Delhi-110020
Phone: +91 11 40507000
E-mail: investor@orientelectric.com

Distribution of Shareholding according to size, class and categories of shareholders as on March 31, 2024

No. of
No. of shares % No. of Shares %
Shareholders
1-5000 1,03,668 99.24 1,59,59,451 7.48
5001-10000 355 0.33 25,68,634 1.20
10001-20000 184 0.17 26,15,713 1.22
20001-30000 61 0.05 15,19,233 0.71
30001-40000 36 0.03 12,28,351 0.57
40001-50000 18 0.01 8,28,568 0.39
50001-100000 36 0.03 24,34,332 1.14
100001-and Above 98 0.09 18,62,11,617 87.27
Total 1,04,456 100.00 21,33,65,899 100.00

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Category of Shareholding as on March 31, 2024

Category No. of Shares (%) of Shares


Promotor / Promoter Group 8,17,33,294 38.31
Public Shareholding
Institutional Investor
Mutual Funds 5,54,17,304 25.97
Financial Institutions and Banks 1,52,012 0.07
Insurance Companies 14,26,242 0.67
Alternative Investment Fund 10,32,840 0.48
Foreign Portfolio Investors 1,39,07,225 6.52
Non-Institutional Investor
Bodies Corporate and NBFC 23,48,501 1.10
Clearing Members 409 0.00
Non – Resident Individuals 8,79,169 0.41
TRUST 59,452 0.03
Overseas Corporate Bodies 38,13,748 1.79
IEPF 5,57,238 0.26
Qualified Institutional Buyer 10,87,607 0.51
Public and Others 5,09,50,858 23.88
Total Public Shareholding 13,16,32,605 61.69
Total Shareholding 21,33,65,899 100.00

Dematerialization of Shares and Liquidity

99.69% of the Company’s Equity Share Capital as on March 31, held in dematerialized form with a depository. Accordingly,
2024, was held in dematerialised form with National Securities shareholders holding shares of the Company in physical form
Depository Limited (‘NSDL’) and Central Depository Services are urged to have their shares dematerialized so as to be able to
(India) Limited (‘CDSL’). freely transfer them.

Requests for dematerialisation of shares are processed by Further, the shareholders may note that the trading in equity
RTA after due verification and confirmation thereof is given shares of the Company is permitted only in dematerialised
to the respective depositories i.e. NSDL and CDSL, within the form. As per revised framework, prescribed by SEBI, in order to
statutory time limit from the date of receipt of share certificates. expedite the processing, shares in the following service requests
A summary of approved transmissions, dematerialisation of can be issued only in dematerialized form:
shares, etc. is periodically placed before the SR Committee
and the Board. Transactions involving issue of duplicate share 1. Issue of duplicate securities certificate
certificates are approved by the SR Committee. 2. Claim from Unclaimed Suspense Account
3. Renewal / Exchange of securities certificate
Share Transfer System 4. Endorsement
5. Sub-division/Splitting of securities certificate
Share Transfer System of the Company is computerised 6. Consolidation of securities certificates/folios
and handled by RTA of the Company. The requests, if any, 7. Transmission
for share transfer, transmission, sub-division, consolidation, 8. Transposition
renewal, re-mat, duplicate etc. are processed by the RTA after
verification of documents, within the prescribed time period. In As per the requirement of Regulation 40(9) of Listing
accordance with the proviso to Regulation 40(1) of the Listing Regulations, the Company has obtained the yearly certificate
Regulations, effective from April 1, 2019, transfers of shares from the Company Secretary in practice for due compliance of
of the Company shall not be processed unless the shares are share transfer formalities.

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Updation of PAN, KYC and Nomination details by Physical Security holders

SEBI vide circular dated November 03, 2021 (subsequently amended by circulars dated December 14, 2021, March 16, 2023, Master
Circular for Registrars to an Issue and Share Transfer Agents dated May 17, 2023 and November 17, 2023) has mandated for
furnishing PAN, KYC, Contact details, Bank accounts details and Choice of Nomination details by holders of physical securities. Physical
shareholders, in whose folios, the above details are not updated, shall be eligible for any payment including dividend, interest or
redemption in respect of such folios, only through electronic mode with effect from April 01, 2024. In order to avoid withholding of
dividend on such physical folios, holders of physical securities are advised to update their PAN, KYC, Contact details, Bank accounts
details and Choice of Nomination details at the earliest. The relevant details of the Circular(s) and necessary forms in this regard have
been made available on the website of the Company at www.orientelectric.com.

Members are advised to register their details with the RTA, in compliance with the said Circular(s) for smooth processing of their
service requests.

Stock performance

Month BSE NSE


High Low High Low
Apr-23 262.25 220.00 260.00 220.00
May-23 245.20 215.80 245.30 215.65
Jun-23 247.40 232.00 247.50 232.00
Jul-23 262.95 221.25 262.00 220.40
Aug-23 247.00 226.15 247.00 225.65
Sep-23 243.45 212.30 243.10 214.45
Oct-23 229.95 207.55 229.80 207.70
Nov-23 229.25 208.95 229.90 212.80
Dec-23 246.00 215.15 246.00 215.15
Jan-24 239.25 206.45 236.95 207.85
Feb-24 227.10 189.10 227.60 189.00
Mar-24 213.45 191.50 213.45 191.55

NSE Share Price


140
120
100
80
60 Orient NSE
40
20 Nifty 50
0
APR-23

MAY-23

JUN-23

JUL-23

AUG-23

SEP-23

OCT-23

NOV-23

DEC-23

JAN-24

FEB-24

MAR-24

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BSE Share Price


140
120
100
80
60 Orient BSE
40
20 S&P BSE SENSEX
0
APR-23

MAY-23

JUN-23

JUL-23

AUG-23

SEP-23

OCT-23

NOV-23

DEC-23

JAN-24

FEB-24

MAR-24
Transfer to Investor Education and Protection Fund

In terms of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (including any statutory modification(s) and / or re-enactment(s) thereof for the time being in force)
(‘IEPF Rules’), dividend, if not paid or claimed for a period of 7 (seven) years from the date of transfer to Unclaimed Dividend Account
of the Company, are liable to be transferred to the Investor Education and Protection Fund (‘IEPF’).

Further, according to the Act read with the IEPF Rules, all the shares in respect of which dividend has not been paid or claimed by the
shareholders for 7 (seven) consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

Details of the unclaimed dividend and shareholders whose shares are liable to be transferred to the IEPF Authority are available on
the website of the Company at www.orientelectric.com.

The details of the dividends transferred to IEPF, in respect of the shares laying in IEPF, as on March 31, 2024, are as follows:

Financial Year Type of Dividend Dividend declared on Amount Transferred to


IEPF (In Rs.)
2017-18 Interim Dividend February 12, 2018 2,78,619.00
2017-18 Final Dividend July 16, 2018 2,78,619.00
2018-19 Interim Dividend January 28, 2019 2,78,619.00
2018-19 Final Dividend July 16, 2019 2,78,619.00
2019-20 Interim Dividend January 28, 2020 3,62,204.7‬0
2019-20 Final Dividend August 07, 2020 2,47,324.00
2020-21 Interim Dividend January 29, 2021 3,50,926.50
2020-21 Final Dividend July 29, 2021 5,98,075.50
2021-22 Interim Divided January 20, 2022 3,35,308.50
2021-22 Final Dividend July 25, 2022 5,98,075.50
2022-23 Interim Dividend January 30, 2023 3,35,308.50
2022-23 Final Dividend August 02, 2023 3,63,072.50
2023-24 Interim Dividend February 01, 2024 3,47,351.50
Total 46,52,123.20

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The members who have a claim on the dividends and shares ordination with the IEPF Authority are available on the website
transferred to the IEPF Authority may claim the same by of the Company at https://www.orientelectric.com/investors/
submitting an online application in web Form No. IEPF-5 investors-contact.
available on the IEPF website viz. www.iepf.gov.in and sending
a physical copy of the same, duly signed to the Company, along Dividend Distribution Policy
with requisite documents enumerated in the Form No. IEPF-5. No
claims shall lie against the Company in respect of the dividend The Company has formulated a Dividend Distribution Policy in
and / or shares so transferred. compliance of Regulations 43A of Listing Regulations which inter-
alia specifies the external and internal factors including financial
Nodal Officer parameters that shall be considered while declaring dividend
and the circumstances under which the shareholders of the
In accordance with the IEPF Rules, the Board of the Company Company may or may not expect dividend. Dividend Distribution
have appointed the Company Secretary of the Company as the Policy is available on the website of the Company and can be
Nodal Officer. Details of the Nodal Officer for the purpose of co- accessed through the Web-link: https://www.orientelectric.com/
images/investors/dividend-distribution-Policy.pdf.

Status of Dividend Declared

Status of dividends, declared by the Company since inception, as on March 31, 2024 is as under:
(INR crores)
Amount
Financial Year Dividend Type Declaration Date Dividend Rate Total pay-out
Unclaimed
2017-18 Interim Dividend 12.02.2018 0.50 10.61 0.05
2017-18 Final Dividend 16.07.2018 0.50 10.61 0.06
2018-19 Interim Dividend 28.01.2019 0.50 10.61 0.04
2018-19 Final Dividend 16.07.2019 0.50 10.61 0.03
2019-20 Interim Dividend 28.01.2020 0.65 13.79 0.08
2019-20 Final Dividend 07.08.2020 0.50 10.61 0.04
2020-21 Interim Dividend 29.01.2021 0.75 15.91 0.05
2020-21 Final Dividend 29.07.2021 1.25 26.52 0.08
2021-22 Interim Dividend 20.01.2022 0.75 15.91 0.05
2021-22 Final Dividend 25.07.2022 1.25 26.52 0.08
2022-23 Interim Dividend 30.01.2023 0.75 15.96 0.04
2022-23 Final Dividend 02.08.2023 0.75 16.00 0.04
2023-24 Interim Dividend 01.02.2024 0.75 16.00 0.00*

*Dividend paid on February 21, 2024, unclaimed amount, therefore, can only be updated after expiry of 3 months from the date of dividend drafts.

The Company first remits the dividend in the shareholders’ bank accounts through DC (Direct Credit) / NACH (National Automated
Clearing House) / NEFT (National Electronic Funds Transfer). In cases where the core banking account details are not available, the
Company issues the dividend demand drafts. Shareholders holding shares in electronic form, whose bank details are not updated in
their demat accounts, can update the same to receive dividend directly in their bank account. Shareholders holding shares in physical
form, can provide their bank details, including IFSC (Indian Financial System Code) and MICR (Magnetic Ink Character Recognition), to
the Company’s RTA to ensure safe and speedy credit of their dividend into their bank account. Effective from April 1, 2024, as per
SEBI circular the Company shall not be able to pay the dividend in physical form in respect of shares held in physical form, wherein
PAN, KYC, Nomination details are not available.

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Shares in Unclaimed Suspense Account S-85 to S-94, E City, Raviryal, Maheswaram, Rangareddy,
Hyderabad – 501359, Telangana
In accordance with the requirements of Regulations 34 and 39
read with Schedule V(F) of Listing Regulations details of equity Apart from above, the Company has branches and warehouses
shares lying in Orient Electric Limited - Unclaimed Suspense at various locations.
Account, as on March 31, 2024, are as follows:

No. of
CODES AND POLICIES
Particulars No. of Shares
Shareholders
Code of Conduct
Aggregate number of 24 2,42,910
shareholders and outstanding The Company has adopted a Code of Conduct for members of the
shares lying in the Unclaimed Board and senior management personnel. The Company through
Suspense Account as on April its Code of Conduct provides guiding principles of conduct
01, 2023 to promote ethical conduct of business, confirm equitable
Number of shareholders who 1 84,000
treatment of all stakeholders, and avoid practices like bribery,
approached the Company
corruption and anti-competitive practices.
for transfer of shares from
suspense account during the
The Code of Conduct enjoins that the Board and senior
year.
management personnel must know and respect existing laws,
Number of shareholders 1 84,000
accept and provide appropriate professional views, and be
to whom shares were
upright in his conduct and observe corporate discipline. The
transferred from suspense
Code of Conduct for the Board and senior management has
account during the year
clear policy and guidelines for avoiding and disclosing actual or
Aggregate number of 23 1,58,910
potential conflict of interest with the Company, if any. The Code
shareholders and outstanding
of Conduct is available on the website of the Company at https://
shares lying in the Unclaimed
www.orientelectric.com/images/investors/code-of-conduct-for-
Suspense account as on
directors-and-senior-management.pdf.
March 31, 2024

All members of the Board and senior management personnel


The voting rights on shares lying in Unclaimed Suspense Account have affirmed compliance with the Code of Conduct for Board
shall remain frozen till the rightful owner claims the shares. and senior management for the financial year 2023-24. A
declaration to this effect duly signed by the Managing Director
Plant and Office Locations of the Company, as on the date of declaration, is given below:

Registered Office “I hereby confirm that the Company has obtained from all the
members of the Board and Senior Management Personnel,
Unit–VIII, Plot No.7, Bhoinagar, Bhubaneswar–751012, Odisha affirmation that they have complied with the ‘Code of Conduct’
in respect of the financial year 2023-24.”
Corporate Office
Desh Deepak Khetrapal
240, Okhla Industrial Estate, Phase – III, Okhla, New Delhi Vice- Chairman & Managing Director
– 110020, Delhi May 09, 2024

Other Office Code for prevention of Insider Trading

42, Legacy, Okhla Industrial Estate, Phase – III, Okhla, New Delhi In accordance with the SEBI (Prohibition of Insider Trading)
– 110020 , Delhi Regulations, 2015 (‘PIT Regulations’), the Company has framed
a Code of Conduct to Regulate, Monitor and Report trading by
Operational Manufacturing Units Designated Person (‘Code for Prevention of Insider Trading’)
and a Code of Practices and Procedures for fair disclosure
11, Industrial Estate, Sector 6, Faridabad – 121006, Haryana of Unpublished Price Sensitive Information (‘Code of Fair
D-209, Sector 63, Noida - 201301, Uttar Pradesh Disclosure’). Further, the Company has established systems
C-130, Sector 63, Noida - 201301, Uttar Pradesh and procedures to prohibit insider trading activities by those
6, Ghore Bibi Lane, Kolkata – 700 054, West Bengal in possession of Unpublished Price Sensitive Information. The
Prevention of Insider Trading Code is reviewed and amended

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suitably from time to time, to incorporate the amendments of the quarterly financial results. Apart from above, the
carried out by SEBI. Company also participates in structured conference calls
and periodic investor / analyst interactions.
Regular trainings, inductions and workshops are conducted
to educate and to create awareness amongst the Designated 3. Annual Reports: The Company, as per MCA and SEBI
Persons on various aspects of Prevention of Insider Trading circulars, sends its Annual Report, containing, inter-alia,
Code and the PIT Regulations and to ensure that the internal Notice of Annual General Meeting, Audited Financial
controls are adequate and effective to ensure compliance. Statement and Auditors Report thereon, Board’s Report,
These activities have created substantial awareness amongst Management Discussion and Analysis Report, Corporate
the Designated Persons. Audit Committee on a quarterly Governance Report, Business Responsibility and
basis reviews the compliances as per the provisions of the Sustainability Report, and other important information, by
PIT Regulations. e-mail to its shareholders. Shareholders, who request the
physical copy of the Annual Report, are promptly provided
The Board has also formulated a Policy for determination of the same. The Annual Report can also be accessed at the
‘legitimate purposes’ as a part of the Code of Fair Disclosure Company’s website viz. https://www.orientelectric.com/
as per the requirements of the PIT Regulations. The Code for investors/regulation-disclosures#annual-reports.
Prevention of Insider Trading and Code of Fair Disclosure can
be accessed at the website of the Company at https://www. 4. Stock Exchange Filing: All important announcements,
orientelectric.com/images/investors/code-of-conduct-for-fair- periodical disclosures and compliance filings are filed
disclosure-of-upsi.pdf. electronically with stock exchanges at NSE Electronic
Application Processing System (NEAPS) and BSE Listing
Centre (Listing Centre).
MEANS OF COMMUNICATION

As a part of good corporate governance practice and in OTHER DISCLOSURES


compliance with applicable regulatory provisions, the Company
promptly disseminates material corporate information and Materially significant related party transactions
developments for the benefit of its shareholders and analysts
through multiple channels of communication, such as its website, During the financial year 2023-24, the Company has not entered
portals of stock exchanges, press releases, newspapers and the into any materially significant related party transactions, as
Annual Reports. Below are some of the modes of communication defined under its Related Party Transaction Policy, which could
Company utilises for speedy dissemination of information with have potential conflict with interest of the Company at large. All
its shareholders and others: proposed transactions of the Company with its related parties
are first critically examined on parameters such as – whether
1. Financial Results: Quarterly / Annual Financial Results it is in the best interest of the Company and its shareholders,
are filed with the Stock Exchanges. Under Regulation 47(1) existence of arm’s length criteria and if it is in the ordinary course
(b) of the Listing Regulations, the results in prescribed of business operations. All transactions of the Company with its
format are published in the Newspapers viz. Financial related parties, during the financial year 2023-24, were prior
Express (National Daily) and Odiya Bhaskar (Regional approved by the Audit Committee and is in compliance with the
Daily). The Quarterly / Annual Financial Results are also provisions outlined in the Act, including the Rules, and Regulation
available on the Company’s website www.orientelectric.com 23 of the Listing Regulations. Omnibus approval is taken in
and Stock Exchanges’ websites www.nseindia.com and case of unforeseen transactions. None of the transactions with
www.bseindia.com. any of its related parties were in conflict with the interest of
the Company, rather they synchronize and synergise with the
2. Investors Relation and Earning calls: After announcement Company’s operations. Attention of members is drawn to the
of quarterly results, the management of the Company disclosure of transactions with the related parties set out in
participates in earning calls to answer shareholders’ and Note No. 34 of the Annual Financial Statements, forming part of
analysts’ queries on financials and business operations. the Annual Report.
Transcript and audio recordings of such calls are promptly
uploaded on the Company’s website and the weblinks of The policy of the Company on Related Parties Transactions
the same are also shared with the stock exchanges. The can be accessed on the Company’s website at https://www.
presentations on performance of the Company are placed orientelectric.com/images/investors/related-party-policy.pdf.
on the Company’s website and intimated to the stock
exchanges, for the benefit of the institutional investors, The policy undergoes periodic reviews and necessary revisions
analysts and other shareholders after announcement to align with updated legal requirements, as applicable.

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Compliance with Discretionary Requirements The details relating to the number of complaints received and
disposed off during the financial year 2023-24 are as under:
The status of compliance with the discretionary requirements
under the Listing Regulations is provided below: Number of complaints pending as at the beginning of the
financial year - Nil
1. Separate posts of Chairman and the Managing Director Number of complaints filed during the financial year - Nil
Number of complaints disposed off during the financial year - Nil
The Company has separate individuals hold the positions
of Chairman and the Managing Director of the Company Number of complaints pending as at the end of the
since its inception. financial year - Nil

2. Audit Opinion 4. Disclosure of Accounting Treatment

It has always been the Company’s endeavour to present The financial statements of the Company have been
Financial Statements with unmodified audit opinion, i.e. prepared in accordance with Indian Accounting Standards
without any qualification. The Statutory Auditors have (‘Ind AS’) notified under the Companies (Indian Accounting
issued an unmodified audit opinion on the Company’s Standards) Rules, 2015 and Companies (Indian Accounting
Financial Statements for the financial year ended Standards) (Amendment) Rules, 2016 read with Section
March 31, 2024. 133 of the Act.

3. Internal Audit 5. Global Depository / American Depository Receipts

The Internal Audit Head reports to the Audit The Company has not issued any Global Depository /
Committee of the Board. American Depository receipts or warrants or such other
convertible securities and no such security is outstanding.
Disclosures relating to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) 6. Commodity Price Risk and Foreign Exchange Risk &
Act, 2013 Hedging Activities

The Company is committed for ensuring that all employees The Company has adopted a foreign exchange hedging
work in an environment that not only promotes diversity and policy whereunder it manages the foreign exchange risk
equality but also mutual trust, equal opportunity and respect for with appropriate hedging cover. The Company uses forward
human rights. As per the requirement of the Sexual Harassment exchange contracts to hedge against its foreign currency
of Women at Workplace (Prevention, Prohibition and Redressal) exposures. Foreign exchange transactions are covered with
Act, 2013 and the Rules made thereunder, the Company has strict limits placed on the amount of uncovered exposure,
adopted a Policy on Prevention, Prohibition and Redressal of if any, at any point in time. During financial year 2023-24,
Sexual Harassment of Women at Workplace, for the prevention the Company has not done any hedging in commodities,
of sexual harassment which is aimed at providing every woman as per SEBI Circular dated November 15, 2018. Details on
at the workplace a safe, secure and dignified work environment foreign currency exposure are provided in note no. 40 in
and constituted Internal Complaints Committees (‘ICC’) to deal the notes to the Financial Statements.
with complaints relating to sexual harassment at workplace.
Disclosures by Management to the Board
ICCs have been constituted as per procedure prescribed in the
law. All complaints are investigated and conducted as per the During the year, there were no transactions of a material nature
tenets of the law and Company policy. The investigation reports with the promoters, the directors or the management that had
and recommendations are forwarded to the Managing Director any potential conflict with the interests of the Company at large.
and Chief Human Resources Officer for action. A quarterly All disclosures related to financial and commercial transactions
summary report is also placed before the Audit Committee and where directors may have a potential interest are provided to
the Board. The details of ICC members have been prominently the Board and the interested directors do not participate in the
displayed across all offices in publicly accessible areas. Further, discussion nor do they vote on such matters. The Company does
awareness and training sessions about the Prevention of Sexual not have any subsidiary, therefore the requirements related to
Harassment at workplace are being conducted. material subsidiary are not applicable to the Company.

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Compliance by the Company Certificate from Company Secretary in Practice

The Company has complied with the requirements of the SEBI A certificate from a Company Secretary in Practice, as per
and other statutory authorities on all matters relating to capital Regulation 34 read with Part C of Schedule V of the Listing
markets during the last three years. Regulations, that none of the directors on the Board of the
Company have been debarred or disqualified from being
There have been no instances of non-compliance on any matter appointed or continuing as directors of companies by the Board /
as regards the rules and regulations prescribed by the Stock MCA or any such statutory authority is attached as Annexure 2.
Exchanges, SEBI or any other statutory authority relating to
capital markets during the last three years. No penalties or Secretarial Compliance Report
strictures have been imposed by them on the Company.
The Annual Secretarial Compliance Report for the financial year
Loans and advances in the nature of loans to firms / 2023-24, as per SEBI Circular No. CIR / CFD / CMD1 / 27 / 2019
companies in which Directors are interested dated February 08, 2019 read with Regulation 24A of the Listing
Regulations, issued by M/s. A. K. LABH & Co., Practicing Company
During the year under review, there were no loans given to Secretary and Secretarial Auditor of the Company, has been filed
any companies or firms in which directors of the Company with the stock exchange well within the prescribed timeline.
are interested.
Binding Agreements
Credit Rating
During the financial year 2023-24, the shareholders,
During the financial year 2023-24, CareEdge Ratings (CARE promoters, promoter group entities, related parties, directors,
Ratings Ltd) has re-affirmed the ratings for the Company’s Long- key managerial personnel, employees of the listed entity has
term / Short- term bank facilities as “CARE AA; Stable/CARE A1+ not entered into any binding agreement among themselves or
(Double A; Outlook: Stable / A One Plus)” and for Short- term with the Company or with a third party, solely or jointly, which,
bank facilities as “CARE A1+ (A One Plus)”. either directly or indirectly or potentially or whose purpose and
effect is to, impact the management or control of the Company
Reconciliation of share capital audit or impose any restriction or create any liability on the Company.

Reconciliation of Share Capital Audit Report in terms of SEBI Confirmation of Compliance


Circular No. CIR / MRD / DP/ 30 / 2010 dated September 06,
2010 and SEBI Directive no. D&CC / FITTC / CIR-16 / 2002 dated The Company has complied with all the mandatory requirements
December 31, 2002, confirming that the total issued capital of pertaining to the report on Corporate Governance. Further,
the Company is in agreement with the total number of shares in it is also confirmed that the Company has complied with the
physical form and the total number of dematerialised shares held requirements prescribed under Regulations 17 to 27 and clauses
with NSDL and CDSL, is placed before the Board on a quarterly (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing
basis and is also submitted to the Stock Exchanges where the Regulations including disclosure requirements as enumerated
shares of the Company are listed. The quarterly audit of the under Schedule V thereto.
Company’s share capital is being conducted by the Secretarial
Auditor of the Company. The Statutory Auditors’ Certificate that the Company has
complied with the conditions of Corporate Governance is
MD & CFO Certification annexed to this Report as Annexure 3.

As required under Regulation 17(8) of the Listing Regulations, the


MD & CFO certificate for the financial year 2023-24 signed by For and on behalf of Board of Directors
Mr. Desh Deepak Khetrapal, Vice-Chairman & Managing Director Orient Electric Limited
and Mr. Saibal Sengupta, CFO of the Company was placed before
the Board of Directors of the Company at its meeting held on Chandra Kant Birla
May 09, 2024 and is annexed to this Report as Annexure 1. Place: New Delhi Chairman
Date: May 09, 2024 DIN: 00118473

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Annexure 1

MD/CFO CERTIFICATION
(As per Regulation 17(8) of the Listing Regulations)

We, Vice Chairman & Manging Director and Chief Financial Officer, certify to the Board of Directors of Orient Electric Limited (the
“Company”) that:

a. We have reviewed the financial statements and the cash flow statement for the year ended on March 31, 2024 and that to the
best of our knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading.

ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with the existing
accounting standards, applicable laws and regulations.

b. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or violative of the Company’s code of conduct.

c. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the
effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the
Auditors and the Audit Committee, deficiencies in the design and operation of such internal controls, if any, of which we are
aware and the steps we have taken or propose to take to rectify these deficiencies.

d. We have indicated to the Auditors and the Audit Committee:

i. that there are no significant changes in internal control during the year;

ii. that there are no significant changes in accounting policies during the year other than those which have been disclosed in
the notes to the financial statements; and

iii. that there are no instances of significant fraud of which we became aware or the involvement therein, of any member of
management or an employee having a significant role in the Company’s internal control system over financial reporting.

Desh Deepak Khetrapal Saibal Sengupta


Vice-Chairman & Managing Director Chief Financial Officer
DIN: 02362633 M. No. ACA 054373
Date: May 09,2024

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Annexure 2

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS


(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015)

To,
The Members of
Orient Electric Limited
Unit VIII, Plot No. 7
Bhoinagar, Bhubaneswar - 751012
Odisha

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of
Orient Electric Limited having CIN : L31100OR2016PLC025892 and having registered office at Unit VIII, Plot No. 7, Bhoinagar,
Bhubaneshwar – 751 012, Odisha (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of
issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN)
status at the portal www.mca.gov.in as considered necessary and explanations furnished to us by the Company & its officers, we
hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March,
2024 have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Securities and
Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority:

Sr. Date of appointment


Name of Director DIN
No. in Company
1. Chandra Kant Birla 00118473 19.01.2018
2. Desh Deepak Khetrapal 02362633 19.01.2018
3. Tirumalai Cunnavakaum Anandanpillai Ranganathan 03091352 19.01.2018
4. Alka Marezban Bharucha 00114067 19.01.2018
5. Pradeep Chandra Kathi 05345536 19.01.2018
6. Raju Lal 10347298 11.10.2023

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the
Company. Our responsibility is to express an opinion on these based on our verification. This Certificate has been issued relying on the
documents and information as mentioned herein above and as were made available to us or as came to our knowledge for verification
without taking any cognizance of any legal dispute(s) or sub-judice matters which may have effect otherwise, if ordered so, by any
concerned authority(ies). This certificate is also neither an assurance as to the future viability of the Company nor of the efficiency
or effectiveness with which the management has conducted the affairs of the Company.

Place : Kolkata
Date : May 09, 2024
Name : CS Atul Kumar Labh
Membership No. : FCS 4848
CP No. : 3238
PRCN : 1038/2020
UIN : S1999WB026800
UDIN : F004848F000338170

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Annexure 3

Independent Auditor’s Report on compliance with the conditions of Corporate Governance


as per provisions of Chapter IV of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended

To,
The Members of
Orient Electric Limited

1. The Corporate Governance Report prepared by Orient for Special Purposes requires that we comply with the
Electric Limited (hereinafter the “Company”), contains ethical requirements of the Code of Ethics issued by the
details as specified in regulations 17 to 27, clauses (b) to (i) Institute of Chartered Accountants of India.
and (t) of sub – regulation (2) of regulation 46 and para C, D,
and E of Schedule V of the Securities and Exchange Board 6. We have complied with the relevant applicable requirements
of India (Listing Obligations and Disclosure Requirements) of the Standard on Quality Control (SQC) 1, Quality Control
Regulations, 2015, as amended (“the Listing Regulations”) for Firms that Perform Audits and Reviews of Historical
(‘Applicable criteria’) for the year ended March 31, 2024 Financial Information, and Other Assurance and Related
as required by the Company for annual submission to the Services Engagements.
Stock Exchange.
7. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks
Management’s Responsibility associated in compliance of the Corporate Governance
Report with the applicable criteria. Summary of procedures
2. The preparation of the Corporate Governance Report is the performed include:
responsibility of the Management of the Company including
the preparation and maintenance of all relevant supporting i. Read and understood the information prepared
records and documents. This responsibility also includes by the Company and included in its Corporate
the design, implementation and maintenance of internal Governance Report;
control relevant to the preparation and presentation of the
Corporate Governance Report. ii. Obtained and verified that the composition of the
Board of Directors with respect to executive and
3. The Management along with the Board of Directors are non-executive directors has been met throughout the
also responsible for ensuring that the Company complies reporting period;
with the conditions of Corporate Governance as stipulated
in the Listing Regulations, issued by the Securities and iii. Obtained and read the Register of Directors as
Exchange Board of India. on March 31, 2024 and verified that at-least one
independent woman director was on the Board of
Directors throughout the year;
Auditor’s Responsibility
iv. Obtained and read the following minutes of the
4. Pursuant to the requirements of the Listing Regulations, Board of Directors, Committees thereof and other
our responsibility is to provide a reasonable assurance in meetings held during the period from April 01, 2023
the form of an opinion whether, the Company has complied to March 31, 2024;
with the conditions of Corporate Governance as specified
in the Listing Regulations. (a) Board of Directors;

5. We conducted our examination of the Corporate (b) Audit Committee;


Governance Report in accordance with the Guidance Note
on Reports or Certificates for Special Purposes and the (c) Nomination and Remuneration Committee;
Guidance Note on Certification of Corporate Governance,
both issued by the Institute of Chartered Accountants of (d) Stakeholders Relationship Committee;
India (“ICAI”). The Guidance Note on Reports or Certificates

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O ri ent Elect ric L imited | A n n u al R epor t 2023-24

(e) Risk Management Committee; applicable for the year ended March 31, 2024, referred to
in paragraph 4 above.
(f) Corporate Social Responsibility Committee.

(g) Annual General Meeting (AGM) / Extra Ordinary Other matters and Restriction on Use
General Meeting (EGM) / Postal Ballot;
10. This report is neither an assurance as to the future viability
v. Obtained necessary declarations from the directors of the Company nor the efficiency or effectiveness with
of the Company; which the management has conducted the affairs
of the Company.
vi. Obtained and read the policy adopted by the Company
for related party transactions; 11. This report is addressed to and provided to the members
of the Company solely for the purpose of enabling it to
vii. Obtained the schedule of related party transactions comply with its obligations under the Listing Regulations
during the year and balances at the year end. Obtained with reference to compliance with the relevant regulations
and read the minutes of the audit committee meeting of Corporate Governance and should not be used by any
wherein such related party transactions have been other person or for any other purpose. Accordingly, we do
pre-approved by the audit committee; not accept or assume any liability or any duty of care or
for any other purpose or to any other party to whom it is
viii. Performed necessary inquiries with the management shown or into whose hands it may come without our prior
and also obtained necessary specific representations consent in writing. We have no responsibility to update this
from management. report for events and circumstances occurring after the
date of this report.
8. The above-mentioned procedures include examining
evidence supporting the particulars in the Corporate
Governance Report on a test basis. Further, our scope of
work under this report did not involve us performing audit
tests for the purposes of expressing an opinion on the
fairness or accuracy of any of the financial information or For S.R. Batliboi & Co. LLP
the financial statements of the Company taken as a whole. Chartered Accountants
ICAI Firm Registration Number:301003E/E300005

Opinion per Amit Gupta


Partner
9. Based on the procedures performed by us, as referred in Membership No: 501396
paragraph 7 above, and according to the information and UDIN: 24501396BKFZPM6780
explanations given to us, we are of the opinion that the
Company has complied with the conditions of Corporate Place of Signature: New Delhi
Governance as specified in the Listing Regulations, as Date: May 09, 2024

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Independent Auditor’s Report


To independent of the Company in accordance with the ‘Code of
The Members of Ethics’ issued by the Institute of Chartered Accountants of India
Orient Electric Limited together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the
Act and the Rules thereunder, and we have fulfilled our other
Report on the Audit of the Financial Statements
ethical responsibilities in accordance with these requirements
Opinion and the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for
We have audited the accompanying financial statements of
our audit opinion on the financial statements.
Orient Electric Limited (“the Company”), which comprise the
Balance sheet as at March 31, 2024, the Statement of Profit
and Loss, including the statement of Other Comprehensive Key Audit Matters
Income, the Cash Flow Statement and the Statement of Changes Key audit matters are those matters that, in our professional
in Equity for the year then ended, and notes to the financial judgment, were of most significance in our audit of the financial
statements, including a summary of material accounting policies statements for the financial year ended March 31, 2024. These
and other explanatory information. matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion
In our opinion and to the best of our information and according thereon, and we do not provide a separate opinion on these
to the explanations given to us, the aforesaid financial matters. For each matter below, our description of how our audit
statements give the information required by the Companies addressed the matter is provided in that context.
Act, 2013, as amended (“the Act”) in the manner so required
and give a true and fair view in conformity with the accounting We have determined the matters described below to be the
principles generally accepted in India, of the state of affairs of key audit matters to be communicated in our report. We
the Company as at March 31, 2024, its profit including other have fulfilled the responsibilities described in the Auditor’s
comprehensive income, its cash flows and the changes in equity responsibilities for the audit of the financial statements
for the year ended on that date. section of our report, including in relation to these matters.
Accordingly, our audit included the performance of procedures
Basis for Opinion designed to respond to our assessment of the risks of material
We conducted our audit of the financial statements in accordance misstatement of the financial statements. The results of our
with the Standards on Auditing (SAs), as specified under section audit procedures, including the procedures performed to address
143(10) of the Act. Our responsibilities under those Standards the matters below, provide the basis for our audit opinion on the
are further described in the ‘Auditor’s Responsibilities for the accompanying financial statements.
Audit of the Financial Statements’ section of our report. We are

Key audit matters How our audit addressed the key audit matter
Revenue recognition
For the year ended March 31, 2024, the Company has Our audit procedures included the following:
recognized revenue from contracts with customers amounting to We evaluated the Company’s accounting policies pertaining
H 2,812.12 crores. to revenue recognition and assessed its compliance in terms
Revenue from the sale of goods is recognized upon transfer of of Ind AS 115 - Revenue from Contracts with Customers.
control of ownership of the goods to the customer, usually on We obtained an understanding of the management’s internal
delivery of goods. The Company considers estimated time of control over the revenue recognition process and the timing
delivery of goods and this has an impact on the timing of revenue of the revenue recognition including key terms and conditions
recognition. This increases the risk of misstatement of the timing of the contracts with customers.
and amount of revenue recognized in the financial statements.
We performed sales transactions testing based on a
representative sampling of the sales invoices based on
the terms and conditions of the sale orders, including the
shipping terms;

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Key audit matters How our audit addressed the key audit matter
In view of the above we have identified Revenue as a Key We also tested sales transaction made near the year end
audit Matter. by verifying samples of sales transactions occurring pre
and post year end with supporting documentation including
customer confirmation of receipt of goods.
We performed monthly analytical reviews to identify any
unusual sales trends.
Assessed the relevant disclosure made in respect of revenue
from contracts with customers within the financial statements.

Other Information accounting records, relevant to the preparation and presentation


of the financial statements that give a true and fair view and are
The Company’s Board of Directors is responsible for the other
free from material misstatement, whether due to fraud or error.
information. The other information comprises the Director’s
Report, Management Discussion and Analysis and Business In preparing the financial statements, management is
Responsibility & Sustainability Report (BRSR) but does not responsible for assessing the Company’s ability to continue as
include the financial statements and our auditor’s report thereon. a going concern, disclosing, as applicable, matters related to
The other information is expected to be made available to us going concern and using the going concern basis of accounting
after the date of this auditor’s report. unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.
Our opinion on the financial statements does not cover the
other information and we do not express any form of assurance Those Charged with Governance are also responsible for
conclusion thereon. overseeing the Company’s financial reporting process.

In connection with our audit of the financial statements, our


responsibility is to read the other information identified above Auditor’s Responsibilities for the Audit of the
when it become available and, in doing so, consider whether Financial Statements
such other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or Our objectives are to obtain reasonable assurance about whether
otherwise appears to be materially misstated. the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance
Responsibilities of Management and Those Charged
is a high level of assurance, but is not a guarantee that an audit
with Governance for the Financial Statements
conducted in accordance with SAs will always detect a material
The Company’s Board of Directors is responsible for the matters misstatement when it exists. Misstatements can arise from
stated in section 134(5) of the Act with respect to the preparation fraud or error and are considered material if, individually or in
of these financial statements that give a true and fair view of the aggregate, they could reasonably be expected to influence
the financial position, financial performance including other the economic decisions of users taken on the basis of these
comprehensive income, cash flows and changes in equity of financial statements.
the Company in accordance with the accounting principles
As part of an audit in accordance with SAs, we exercise
generally accepted in India, including the Indian Accounting
professional judgment and maintain professional skepticism
Standards (Ind AS) specified under section 133 of the Act read
throughout the audit. We also:
with [the Companies (Indian Accounting Standards) Rules, 2015,
as amended. This responsibility also includes maintenance of Identify and assess the risks of material misstatement
adequate accounting records in accordance with the provisions of the financial statements, whether due to fraud or
of the Act for safeguarding of the assets of the Company and error, design and perform audit procedures responsive to
for preventing and detecting frauds and other irregularities; those risks, and obtain audit evidence that is sufficient
selection and application of appropriate accounting policies; and appropriate to provide a basis for our opinion. The
making judgments and estimates that are reasonable and risk of not detecting a material misstatement resulting
prudent; and the design, implementation and maintenance from fraud is higher than for one resulting from error, as
of adequate internal financial controls, that were operating fraud may involve collusion, forgery, intentional omissions,
effectively for ensuring the accuracy and completeness of the misrepresentations, or the override of internal control.

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Obtain an understanding of internal control relevant to Report on Other Legal and Regulatory Requirements
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of 1. As required by the Companies (Auditor’s Report) Order,
the Act, we are also responsible for expressing our opinion 2020 (“the Order”), issued by the Central Government of
on whether the Company has adequate internal financial India in terms of sub-section (11) of section 143 of the Act,
controls with reference to financial statements in place based on our audit we give in the “Annexure 1” a statement
and the operating effectiveness of such controls. on the matters specified in paragraphs 3 and 4 of the Order.

Evaluate the appropriateness of accounting policies used 2. As required by Section 143(3) of the Act, we report that:
and the reasonableness of accounting estimates and
(a) We have sought and obtained all the information and
related disclosures made by management.
explanations which to the best of our knowledge and
Conclude on the appropriateness of management’s use of belief were necessary for the purposes of our audit;
the going concern basis of accounting and, based on the
(b) In our opinion, proper books of account as required
audit evidence obtained, whether a material uncertainty
by law have been kept by the company so far as it
exists related to events or conditions that may cast
appears from our examination of those books except
significant doubt on the Company’s ability to continue as
for the matters stated in the paragraph 2(i)(vi) below
a going concern. If we conclude that a material uncertainty
on reporting under Rule 11(g).
exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial statements (c) The Balance Sheet, the Statement of Profit and Loss
or, if such disclosures are inadequate, to modify our opinion. including the Statement of Other Comprehensive
Our conclusions are based on the audit evidence obtained Income, the Cash Flow Statement and Statement of
up to the date of our auditor’s report. However, future Changes in Equity dealt with by this Report are in
events or conditions may cause the Company to cease to agreement with the books of account;
continue as a going concern.
(d) In our opinion, the aforesaid financial statements
Evaluate the overall presentation, structure and content comply with the Accounting Standards specified under
of the financial statements, including the disclosures, and Section 133 of the Act, read with Companies (Indian
whether the financial statements represent the underlying Accounting Standards) Rules, 2015, as amended;
transactions and events in a manner that achieves
fair presentation. (e) On the basis of the written representations received
from the directors as on March 31, 2024 taken
We communicate with those charged with governance regarding, on record by the Board of Directors, none of the
among other matters, the planned scope and timing of the directors is disqualified as on March 31, 2024 from
audit and significant audit findings, including any significant being appointed as a director in terms of Section 164
deficiencies in internal control that we identify during our audit. (2) of the Act;

We also provide those charged with governance with a (f) The qualification relating to the maintenance of
statement that we have complied with relevant ethical accounts and other matters connected therewith are
requirements regarding independence, and to communicate with as stated in the paragraph 2(b) above on reporting
them all relationships and other matters that may reasonably under Section 143(3)(b) and paragraph 2(i)(vi) below
be thought to bear on our independence, and where applicable, on reporting under Rule 11(g);
related safeguards.
(g) With respect to the adequacy of the internal financial
From the matters communicated with those charged with controls with reference to these financial statements
governance, we determine those matters that were of most and the operating effectiveness of such controls, refer
significance in the audit of the financial statements for the to our separate Report in “Annexure 2” to this report;
financial year ended March 31, 2024 and are therefore the
key audit matters. We describe these matters in our auditor’s (h) In our opinion, the managerial remuneration for the
report unless law or regulation precludes public disclosure year ended March 31, 2024 has been paid / provided
about the matter or when, in extremely rare circumstances, we by the Company to its directors in accordance
determine that a matter should not be communicated in our with the provisions of section 197 read with
report because the adverse consequences of doing so would Schedule V to the Act;
reasonably be expected to outweigh the public interest benefits
of such communication.

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(i) With respect to the other matters to be included in has come to our notice that has caused
the Auditor’s Report in accordance with Rule 11 of us to believe that the representations
the Companies (Audit and Auditors) Rules, 2014, under sub-clause (a) and (b) contain any
as amended in our opinion and to the best of our material misstatement.
information and according to the explanations
given to us: v. The final dividend paid by the Company during
the year, in respect of the same declared for
i. The Company has disclosed the impact of the previous year is in accordance with section
pending litigations on its financial position in 123 of the Act to the extent it applies to
its financial statements – Refer Note 33 to the payment of dividend.
financial statements;
The interim dividend declared and paid by the
ii. The Company did not have any long-term Company during the year and until the date of
contracts including derivative contracts for which this audit report is in accordance with section
there were any material foreseeable losses; 123 of the Act.

iii. There has been no delay in transferring amounts, As stated in note 42 to the financial statements,
required to be transferred, to the Investor the Board of Directors of the Company have
Education and Protection Fund by the Company proposed final dividend for the year which
is subject to the approval of the members
iv. a) The management has represented that, at the ensuing Annual General Meeting. The
to the best of its knowledge and belief, dividend declared is in accordance with section
no funds have been advanced or loaned 123 of the Act to the extent it applies to
or invested (either from borrowed funds declaration of dividend.
or share premium or any other sources
or kind of funds) by the Company to or vi. Based on our examination which included test
in any other persons or entities, including checks, the Company has used accounting
foreign entities (“Intermediaries”), with software for maintaining its books of account
the understanding, whether recorded in which has a feature of recording audit trail
writing or otherwise, that the Intermediary (edit log) facility and the same has operated
shall, whether, directly or indirectly lend or throughout the year for all relevant transactions
invest in other persons or entities identified recorded in the software except that, audit
in any manner whatsoever by or on behalf trail feature is not enabled for direct changes
of the Company (“Ultimate Beneficiaries”) made using privileged access rights into the
or provide any guarantee, security or the database, as described in note 51 to the financial
like on behalf of the Ultimate Beneficiaries; statements. Further, as explained in the said
note, we are unable to comment on whether
b) The management has represented that, to certain features of the audit trail of the said
the best of its knowledge and belief, no software have operated throughout the year or
funds have been received by the Company whether there were any instances of the audit
from any persons or entities, including trail feature being tampered with in the absence
foreign entities (“Funding Parties”), with of log of changes to certain audit trail features.
the understanding, whether recorded in
writing or otherwise, that the Company
shall, whether, directly or indirectly, lend
or invest in other persons or entities For S.R. Batliboi & Co. LLP
identified in any manner whatsoever by or Chartered Accountants
on behalf of the Funding Party (“Ultimate ICAI Firm Registration Number: 301003E/E300005
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the per Amit Gupta
Ultimate Beneficiaries; and Partner
Membership Number: 501396
c) Based on such audit procedures performed UDIN: 24501396BKFZPL5647
that have been considered reasonable and Place of Signature: New Delhi
appropriate in the circumstances, nothing Date: May 09, 2024

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Annexure “1” referred to in paragraph 1 under the heading “Report on


other legal and regulatory requirements” of our report of even date
In terms of the information and explanations sought by us and the lease agreements are duly executed in favour of
given by the Company and the books of account and records the lessee) are held in the name of the Company.
examined by us in the normal course of audit and to the best of
our knowledge and belief, we state that: (d) The Company has not revalued its Property, Plant and
Equipment (including Right of use assets) or intangible
(i) (a) (A) The Company has maintained proper records assets during the year ended March 31, 2024.
showing full particulars, including quantitative details
and situation of Property, Plant and Equipment. (e) There are no proceedings initiated or are pending
against the Company for holding any benami
(B) The Company has maintained proper records property under the Prohibition of Benami Property
showing full particulars of intangibles assets. Transactions Act, 1988 and rules made thereunder.

(b) All Property, Plant and Equipment (including Property (ii) (a) The inventory has been physically verified by the
plant and equipment lying with third parties) have not management during the year. In our opinion, the
been physically verified by the management during frequency of verification by the management is
the year. However, there is a planned programme reasonable and the coverage and procedure for such
of verifying them once in three years which, in our verification is appropriate. Inventories lying with third
opinion, is reasonable having regard to the size of the parties have been physically verified by management
Company and the nature of its assets. No material / confirmed by the third parties as at year end. No
discrepancies were noticed on such verification. discrepancies of 10% or more in aggregate for
each class of inventory were noticed in respect of
(c) The title deeds of all the immovable properties (other such verifications.
than properties where the Company is the lessee and

(b) As disclosed in note 14 to the financial statements, the Company has been sanctioned working capital limits in excess of
Rs. five crores in aggregate from banks during the year on the basis of security of current assets of the Company. Based
on the records examined by us in the normal course of audit of the financial statements, the quarterly statements filed
by the Company with such banks are in agreement with the unaudited books of accounts of the Company except for the
following quarter:

Value per books Value per quarterly


Quarter ended
of account statement filed with Discrepancy
Mar 31, 2024
(J in crores) bank (J in crores)
Trade Receivables 472.26 487.95 The quarterly statements filed with banks were
Trade Payables 418.21 419.47 based on the unaudited books of account which
Inventories 315.06 316.60 did not include the adjustments/ reclassification
recorded by the Company at the time of
preparation/finalization of financial statements as
at and for the year ended March 31, 2024.

(iii) (a) During the year, the Company has not provided loans, in the nature of loans to companies, firms, Limited
advances in the nature of loans, stood guarantee or Liability Partnerships or any other parties.
provided security to companies, firms, Limited Liability
Partnerships or any other parties. Accordingly, the (c) The Company has not granted loans and advances
requirement to report on clause 3(iii)(a) of the Order in the nature of loans to companies, firms, Limited
is not applicable to the Company. Liability Partnerships or any other parties.
Accordingly, the requirement to report on clause 3(iii)
(b) During the year, the investments made are not (c) of the Order is not applicable to the Company.
prejudicial to the Company's interest. Further, during
the year, the Company has not provided guarantees, (d) The Company has not granted loans or advances in the
provided security and granted loans and advances nature of loans to companies, firms, Limited Liability

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Partnerships or any other parties. Accordingly, the extent applicable. Accordingly, the requirement to report
requirement to report on clause 3(iii)(d) of the Order on clause 3(v) of the Order is not applicable to the Company
is not applicable to the Company. and hence not commented upon.

(e) There were no loans or advance in the nature of (vi) We have broadly reviewed the books of account maintained
loan granted to companies, firms, Limited Liability by the Company pursuant to the rules made by the Central
Partnerships or any other parties. Accordingly, the Government for the maintenance of cost records under
requirement to report on clause 3(iii)(e) of the Order section 148(1) of the Companies Act, 2013, related to the
is not applicable to the Company. manufacture of electrical goods, and are of the opinion
that prima facie, the specified accounts and records have
(f) The Company has not granted any loans or advances in been made and maintained. We have not, however, made a
the nature of loans, either repayable on demand or without detailed examination of the same.
specifying any terms or period of repayment to companies,
firms, Limited Liability Partnerships or any other parties. (vii) (a) The Company is generally regular in depositing with
Accordingly, the requirement to report on clause 3(iii)(f) of appropriate authorities undisputed statutory dues
the Order is not applicable to the Company. including goods and services tax, provident fund,
employees’ state insurance, income-tax, sales-tax,
(iv) There are no loans, investments, guarantees, and security service tax, duty of customs, duty of excise, value
in respect of which provisions of sections 185 and 186 of added tax, cess and other statutory dues applicable
the Companies Act, 2013 are applicable and accordingly, to it though there have been serious delays in deposit
the requirement to report on clause 3(iv) of the Order is not of goods and services tax liability.
applicable to the Company and hence not commented upon.
According to the information and explanations given
(v) The Company has neither accepted any deposits from to us and based on audit procedures performed by us,
the public nor accepted any amounts which are deemed undisputed dues in respect of goods and services tax,
to be deposits within the meaning of sections 73 to 76 of provident fund, employees’ state insurance, income-
the Companies Act and the rules made thereunder, to the tax, service tax, sales-tax, duty of custom, duty of

excise, value added tax, cess and other statutory dues which were outstanding, at the year end, for a period of more than
six months from the date they became payable, are as follows:

Period to
Amount Date of Remarks,
Name of the Statute Nature of the Dues which the Due Date
(J in crores) Payment if any
amount relates
Goods and Services Tax GST on Interest for 4.18 FY 2017-18 to Various over April 20, Refer Note 50
Act, 2017 (including delayed payment FY 2023-24 7 years 2024 to the financial
state tax acts) and interest thereon statements

(b) The dues of goods and services tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of
custom, duty of excise, value added tax, cess, and other statutory dues have not been deposited on account of any dispute,
are as follows: -

Period to which Forum where the dispute is


Name of the statute Nature of the dues J in crore*
the amount relates pending
Central Excise & Disallowance of MODVAT/ 0.22 1994-1995, 1995- Commissioner of Central
Customs Act, 1962 CENVAT credit on inputs 96 Excise, Kolkata
Central Excise & Excess ISD Credit transfer 0.37 2013-14 CESTAT, Kolkata
Customs Act, 1962 to units
Central Excise & Levy of duty on short return 0.12 1975-76,76-77,81- Commissioner (Appeals) of
Customs Act, 1962 of Cottage Parties 84 to 84-85, Central Excise, Kolkata
2000-01, 2002-
03, 1993-94 to
1996-97

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FINANCIAL STA TE M E N T

Period to which Forum where the dispute is


Name of the statute Nature of the dues J in crore*
the amount relates pending
Central Excise & Customs duty for imports of 0.93 2012-2015 CESTAT, Kolkata
Customs Act, 1962 tools & dies
Madhya Pradesh VAT Demand due to rejection of 0.08 2016-17 Deputy Commissioner of
Act/CST Act, 2002 sales return Commercial Taxes
West Bengal VAT Act/ Demand for availing 0.07 2012-13 The West Bengal
CST Act, 2003 ineligible input tax credit Commercial Taxes
Appellate & Revisional
Board
Finance Act, 1994 Denial of CENVAT Credit 0.44 2004-05 Joint Commissioner -Service
availed of as input services Tax- New Delhi
on job work services
West Bengal VAT Act, Demand for availing 0.13 2017-2018 Commissioner (A)-Sales Tax
2003 ineligible input tax credit (West Bengal)
West Bengal VAT Act, Disallowance of Sales 1.48 2014-15 Joint Commissioner of
2003 Return, ITC, excess of Commercial Taxes, LTU,
unregistered purchase tax Kolkata
Haryana VAT Act/CST Demand for availing 1.12 2017-18 Deputy Excise & Taxation
Act, 2003 ineligible input tax credit Commissioner-cum-
and due to rejection of Assessing Authority,
credit notes Faridabad
Bihar VAT Act, 2005 Demand of VAT 0.29 2015-16 Joint Commissioner, Patna
Bihar CST Act, 1993 Demand of CST 0.13 2015-16 Joint Commissioner, Patna
Bihar VAT Act, 2005 Demand of VAT 0.11 2017-18 Deputy Commissioner of
State Tax, Patna
GST Act (Rajasthan), Demand for difference in 0.03 2017-18 Deputy Commissioner
2017 GSTR-2A with GSTR-3B (GST), Jaipur
The Water (Prevention Environment Compensation -# 2019-20 High Court of Punjab &
& Control of Pollution) on alleged discharge from Haryana
Act, 1974 factory in violation of the
prescribed standards.
Gujarat VAT Act, 2003 Demand due to rejection of 0.13 2015-16 Appellate Authority, Gujarat
sales return
Madhya Pradesh VAT Demand due to rejection of 0.22 2017-18 Appellate Authority,
Act, 2002 input tax rebate Madhya Pradesh
GST Act (Haryana), Demand for difference in 0.31 2017-18 GST Appellate Authority,
2017 GSTR 1 & 9 and availing Haryana
ineligible input tax credit
GST Act (Delhi), 2017 Demand for availing 0.71 2017-18 GST Appellate
ineligible input tax credit Authority, Delhi
GST Act (Tamil Nadu), Demand for reverse charge 0.10 2017-18 GST Appellate Authority,
2017 and difference in GSTR 1 & 9 Tamil Nadu
GST Act (Uttar Demand for detaining Goods 0.31 2017-18 GST Appellate Authority,
Pradesh), 2017 vehicle Uttar Pradesh
GST Act (West Bengal), Demand for availing 0.36 2018-19 Deputy Commissioner
2017 ineligible input tax credit (GST), West Bengal
GST Act Demand for availing 0.24 2018-19 Assistant Commissioner,
(Telangana), 2017 ineligible input tax credit Hyderabad
*The Company has deposited H 1.29 crore under protest in connection with above disputes.
#Net of deposit.

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(viii) The Company has not surrendered or disclosed any (c) As represented to us by the management, there
transaction, previously unrecorded in the books of account, are no whistle blower complaints received by the
in the tax assessments under the Income Tax Act, 1961 as Company during the year.
income during the year. Accordingly, the requirement to
report on clause 3(viii) of the Order is not applicable to the (xii) The Company is not a nidhi Company as per the provisions
Company and hence not commented upon. of the Companies Act, 2013. Therefore, the requirement
to report on clause 3(xii)(a), (b) and (c) of the Order is not
(ix) (a) The Company has not defaulted in repayment of loans applicable to the Company and hence not commented upon.
or other borrowings or in the payment of interest
thereon to any lender. (xiii) Transactions with the related parties are in compliance
with sections 177 and 188 of Companies Act, 2013 where
(b) The Company has not been declared wilful defaulter applicable and the details have been disclosed in the notes
by any bank or financial institution or government or to the financial statements, as required by the applicable
any government authority. accounting standards.

(c) The Company did not have any term loans outstanding (xiv) (a) The Company has an internal audit system
during the year hence, the requirement to report commensurate with the size and nature of its business.
on clause 3(ix)(c) of the Order is not applicable
to the Company. (b) The internal audit reports of the Company issued till
the date of the audit report, for the period under audit
(d) On an overall examination of the financial statements have been considered by us.
of the Company, no funds raised on short-term
basis have been used for long-term purposes (xv) According to information and explanation given to us the
by the Company. Company has not entered into any non-cash transactions
with its directors or persons connected with its directors
(e) The Company does not have any subsidiary, associate and hence requirement to report on clause 3(xv) of the
or joint venture. Accordingly, the requirement to Order is not applicable to the Company.
report on clause 3(ix)(e) of the Order is not applicable
to the Company. (xvi) (a) According to information and explanation given to us
the provisions of section 45-IA of the Reserve Bank
(f) The Company does not have any subsidiary, associate of India Act, 1934 (2 of 1934) are not applicable to
or joint venture. Accordingly, the requirement to the Company. Accordingly, the requirement to report
report on Clause 3(ix)(f) of the Order is not applicable on clause (xvi)(a) of the Order is not applicable
to the Company. to the Company.

(x) (a) The Company has not raised any money during the (b) The Company is not engaged in any Non-Banking
year by way of initial public offer / further public offer Financial or Housing Finance activities. Accordingly,
(including debt instruments) hence, the requirement to the requirement to report on clause (xvi)(b) of the
report on clause 3(x)(a) of the Order is not applicable Order is not applicable to the Company.
to the Company and hence not commented upon.
(c) The Company is not a Core Investment Company as
(b) The Company has not made any preferential defined in the regulations made by Reserve Bank of
allotment or private placement of shares /fully or India. Accordingly, the requirement to report on clause
partially or optionally convertible debentures during 3(xvi) of the Order is not applicable to the Company.
the year under audit and hence, the requirement to
report on clause 3(x)(b) of the Order is not applicable (d) There is no Core Investment Company as a part of
to the Company and hence not commented upon. the Group, hence, the requirement to report on clause
3(xvi)(d) of the Order is not applicable to the Company.
(xi) (a) No fraud by the Company or no fraud on the Company
has been noticed or reported during the year. (xvii) The Company has not incurred cash losses in the
current financial year and in the immediately preceding
(b) During the year, no report under sub-section (12) financial year.
of section 143 of the Companies Act, 2013 has
been filed by cost auditor/ secretarial auditor or by (xviii) There has been no resignation of the statutory auditors
us in Form ADT – 4 as prescribed under Rule 13 of during the year and accordingly requirement to report on
Companies (Audit and Auditors) Rules, 2014 with the Clause 3(xviii) of the Order is not applicable to the Company.
Central Government.

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FINANCIAL STA TE M E N T

(xix) On the basis of the financial ratios disclosed in note 45 section 5 of section 135 of the Act. This matter has
to the financial statements, ageing and expected dates been disclosed in note 43 to the financial statements.
of realization of financial assets and payment of financial
liabilities, other information accompanying the financial (b) There are no unspent amounts in respect of ongoing
statements, our knowledge of the Board of Directors and projects, that are required to be transferred to a special
management plans and based on our examination of the account in compliance of provision of sub section (6)
evidence supporting the assumptions, nothing has come to of section 135 of Companies Act. This matter has
our attention, which causes us to believe that any material been disclosed in note 43 to the financial statements.
uncertainty exists as on the date of the audit report that
(xxi) The Company is not required to prepare Consolidated
Company is not capable of meeting its liabilities existing
Financial Statements, Accordingly, the requirement to
at the date of balance sheet as and when they fall due
report on clause 3(xxi) of the Order is not applicable
within a period of one year from the balance sheet date.
to the Company.
We, however, state that this is not an assurance as to
the future viability of the Company. We further state that
our reporting is based on the facts up to the date of the For S.R. Batliboi & Co. LLP
audit report and we neither give any guarantee nor any Chartered Accountants
assurance that all liabilities falling due within a period of ICAI Firm Registration Number: 301003E/E300005
one year from the balance sheet date, will get discharged
by the Company as and when they fall due. per Amit Gupta
Partner
(xx) (a) In respect of other than ongoing projects, there are no Membership Number: 501396
unspent amounts that are required to be transferred UDIN: 24501396BKFZPL5647
to a fund specified in Schedule VII of the Companies Place of Signature: New Delhi
Act (the Act), in compliance with second proviso to sub Date: May 09, 2024

177
O ri ent Elect ric L imited | A n n u al R epor t 2023-24

Annexure “2” to the Independent Auditor’s Report of even date on the


Financial Statements of Orient Electric Limted

Report on the Internal Financial Controls under Our audit involves performing procedures to obtain audit
Clause (i) of Sub-section 3 of Section 143 of the evidence about the adequacy of the internal financial controls
Companies Act, 2013 (“the Act”) with reference to these financial statements and their
operating effectiveness. Our audit of internal financial controls
We have audited the internal financial controls with reference to
with reference to financial statements included obtaining an
financial statements of Orient Electric Limited (“the Company”)
understanding of internal financial controls with reference to
as of March 31, 2024 in conjunction with our audit of the financial
these financial statements, assessing the risk that a material
statements of the Company for the year ended on that date.
weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed
Management’s Responsibility for Internal Financial risk. The procedures selected depend on the auditor’s judgement,
Controls including the assessment of the risks of material misstatement
The Company’s Management is responsible for establishing and of the financial statements, whether due to fraud or error.
maintaining internal financial controls based on the internal
We believe that the audit evidence we have obtained is sufficient
control over financial reporting criteria established by the
and appropriate to provide a basis for our audit opinion on the
Company considering the essential components of internal
Company’s internal financial controls with reference to these
control stated in the Guidance Note on Audit of Internal Financial
financial statements.
Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India (“ICAI”). These responsibilities
include the design, implementation and maintenance of adequate Meaning of Internal Financial Controls With
internal financial controls that were operating effectively Reference to these Financial Statements
for ensuring the orderly and efficient conduct of its business, A company's internal financial controls with reference to
including adherence to the Company’s policies, the safeguarding financial statements is a process designed to provide reasonable
of its assets, the prevention and detection of frauds and errors, assurance regarding the reliability of financial reporting and
the accuracy and completeness of the accounting records, the preparation of financial statements for external purposes
and the timely preparation of reliable financial information, as in accordance with generally accepted accounting principles. A
required under the Companies Act, 2013. company's internal financial controls with reference to financial
statements includes those policies and procedures that
Auditor’s Responsibility
(1) pertain to the maintenance of records that, in reasonable
Our responsibility is to express an opinion on the Company's detail, accurately and fairly reflect the transactions and
internal financial controls with reference to these financial dispositions of the assets of the company;
statements based on our audit. We conducted our audit in
accordance with the Guidance Note on Audit of Internal Financial (2) provide reasonable assurance that transactions are recorded
Controls Over Financial Reporting (the “Guidance Note”) and the as necessary to permit preparation of financial statements
Standards on Auditing, as specified under section 143(10) of in accordance with generally accepted accounting principles,
the Act, to the extent applicable to an audit of internal financial and that receipts and expenditures of the company are being
controls, both issued by ICAI. Those Standards and the Guidance made only in accordance with authorisations of management
Note require that we comply with ethical requirements and plan and directors of the company; and
and perform the audit to obtain reasonable assurance about
(3) provide reasonable assurance regarding prevention or
whether adequate internal financial controls with reference to
timely detection of unauthorised acquisition, use, or
these financial statements was established and maintained and
disposition of the company's assets that could have a
if such controls operated effectively in all material respects.
material effect on the financial statements.

178
I ndependent Aud itor’s R e port

FINANCIAL STA TE M E N T

Inherent Limitations of Internal Financial Controls to financial statements were operating effectively as at March
With Reference to Financial Statements 31, 2024, based on the internal control over financial reporting
criteria established by the Company considering the essential
Because of the inherent limitations of internal financial controls
components of internal control stated in the Guidance Note on
with reference to financial statements, including the possibility
Audit of Internal Financial Controls over Financial Reporting
of collusion or improper management override of controls,
issued by the Institute of Chartered Accountants of India.
material misstatements due to error or fraud may occur and not
be detected. Also, projections of any evaluation of the internal
financial controls with reference to financial statements to
future periods are subject to the risk that the internal financial For S.R. Batliboi & Co. LLP
control with reference to financial statements may become Chartered Accountants
inadequate because of changes in conditions, or that the degree ICAI Firm Registration Number: 301003E/E300005
of compliance with the policies or procedures may deteriorate.
per Amit Gupta
Partner
Opinion Membership Number: 501396
In our opinion, the Company has, in all material respects, UDIN: 24501396BKFZPL5647
adequate internal financial controls with reference to financial Place of Signature: New Delhi
statements and such internal financial controls with reference Date: May 09, 2024

179
O ri ent Elect ric L imited | A n n u al R epor t 2023-24

Balance Sheet (All amounts in Rupees Crores, unless otherwise stated)

Note As at As at
Particulars
No March 31, 2024 March 31, 2023

I) ASSETS
A NON-CURRENT ASSETS
a) Property, plant and equipment 3 139.57 127.18
b) Capital work-in-progress 3 222.57 82.71
c) Intangible assets 4 14.17 18.34
d) Intangible assets under development 4(a) 2.51 3.25
e) Right of use asset 37 82.05 80.28
f) Financial assets
(i) Trade receivables 9 10.30 15.82
(ii) Other financial assets 5 17.62 14.80
g) Deferred tax asset (net) 16 30.16 25.45
h) Non current tax assets 11 - 10.15
i) Other non current assets 6 12.61 17.08
(A) 531.56 395.06
B CURRENT ASSETS
a) Inventories 7 315.06 284.64
b) Financial assets
(i) Investments 8 37.33 -
(ii) Trade receivables 9 461.96 355.98
(iii) Cash and cash equivalents 10 65.69 163.64
(iv) Other bank balances 10(a) 0.64 0.58
(v) Other financial assets 5 3.12 2.18
c) Current tax assets 11 1.70 11.86
d) Other current assets 6 33.93 34.57
(B) 919.43 853.45
C Assets held for sale (C) 48 - 16.12
TOTAL ASSETS (A)+(B)+(C) 1,450.99 1,264.63
II) EQUITY AND LIABILITIES
D EQUITY
a) Equity share capital 12 21.34 21.28
b) Other equity 13 617.59 563.36
(D) 638.93 584.64
LIABILITIES
E NON-CURRENT LIABILITIES
a) Financial liabilities
(i) Borrowings 14 - -
(ii) Lease liabilities 37 64.84 66.70
b) Long term provisions 15 20.84 18.56
c) Other non current liabilities 19 8.65 11.17
(E) 94.33 96.43
F CURRENT LIABILITIES
a) Financial liabilities
(i) Borrowings 14 20.87 10.10
(ii) Lease liabilities 37 25.87 20.45
(iii) Trade payables 17
- total outstanding dues of micro enterprises and small 170.67 109.83
- total outstanding dues of creditors other than micro enterprises and small enterprises 373.24 343.14
(iv) Other current financial liabilities 18 44.99 41.27
b) Short term provisions 15 30.46 31.14
c) Other current liabilities 19 51.45 27.63
d) Current tax liabilities 20 0.18 -
(F) 717.73 583.56
G TOTAL LIABILITIES (G)=(E)+(F) 812.06 679.99
TOTAL EQUITY AND LIABILITIES (D)+(G) 1,450.99 1,264.63
Material accounting policies 2
The accompanying notes form an integral part of the financial statements.
As per our report of even date attached.

For S.R. Batliboi & Co. LLP For and on behalf of the Board of Directors of Orient Electric Limited
Firm registration number: 301003E / E300005
Chartered Accountants

Per Amit Gupta C.K. Birla D.D Khetrapal


Partner Chairman and Director Vice Chairman and
Membership No.: 501396 (DIN 00118473) Managing Director
(DIN 02362633)

Saibal Sengupta Hitesh Kumar Jain


Chief Financial Officer Company Secretary
(ACA 54373) (F 6241)
Place: New Delhi Place: New Delhi
Date: May 09, 2024 Date: May 09, 2024

180
Balance Sheet & Statement of Profit an d L os s

FINANCIAL STA TE M E N T

Statement of Profit and Loss


(All amounts in Rupees Crores, unless otherwise stated)

Note For the year ended For the year ended


Particulars
No March 31, 2024 March 31, 2023

A) INCOME
Revenue from operations 21 2,812.12 2,529.17
Other income 22 15.54 26.98
Total income (A) 2,827.66 2,556.15
B) EXPENSES
Cost of raw materials and components consumed 23 828.02 762.05
Purchase of traded goods 1,136.91 1,028.95
Changes in inventory of finished goods, work-in-progress and traded goods 24 (7.93) 33.18
Employee benefits expense 25 258.88 192.60
Finance costs 26 23.26 22.15
Depreciation and amortisation expense 27 59.02 53.50
Other expenses 28 451.92 361.78
Total expenses (B) 2,750.08 2,454.21
(C) Profit before exceptional item and tax for the year (A-B) 77.58 101.94
(D) Exceptional Item 48 18.68 -
E) Profit before tax (C)+(D) 96.26 101.94
F) Tax expense 29
Current Tax 28.86 25.44
Adjustment of tax relating to earlier year (2.71) -
Deferred tax [charge/(credit)] (5.16) 0.65
20.99 26.09
G) Profit for the year (E)-(F) 75.27 75.85
H) Other comprehensive income/(loss)
Other comprehensive income not to be reclassified to profit or loss in 31
subsequent periods
Re-Measurement gains on defined benefit plans 1.73 0.67
Income tax effect [(charge)/credit] (0.45) (0.17)
Other comprehensive income, net of tax 1.28 0.50
I) Total comprehensive income for the year (G)+(H) 76.55 76.35
Basic Earnings per equity share 30 3.53 3.57
Diluted Earnings per equity share 3.53 3.56

[Nominal value of share H 1 (Previous year: H 1)]


Material accounting policies 2

The accompanying notes form an integral part of the financial statements.


As per our report of even date attached.

For S.R. Batliboi & Co. LLP For and on behalf of the Board of Directors of Orient Electric Limited
Firm registration number: 301003E / E300005
Chartered Accountants

Per Amit Gupta C.K. Birla D.D Khetrapal


Partner Chairman and Director Vice Chairman and
Membership No.: 501396 (DIN 00118473) Managing Director
(DIN 02362633)

Saibal Sengupta Hitesh Kumar Jain


Chief Financial Officer Company Secretary
(ACA 54373) (F 6241)
Place: New Delhi Place: New Delhi
Date: May 09, 2024 Date: May 09, 2024

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O ri ent Elect ric L imited | A n n u al R epor t 2023-24

Statement of Changes in Equity


a) Equity Share Capital
1) Current reporting period
(All amounts in Rupees Crores, unless otherwise stated)
No. in Crores Amount
Equity Shares of J 1 each issued, subscribed and fully paid
As at April 01, 2023 21.28 21.28
Change in Equity share capital due to prior period errors - -
Restated balance as at April 1, 2023 21.28 21.28
Changes in Equity share capital during the year
Issue of Equity share capital 0.06 0.06
As at March 31, 2024 21.34 21.34

2) Previous reporting period

No. in Crores Amount


Equity Shares of J 1 each issued, subscribed and fully paid
As at April 01, 2022 21.22 21.22
Change in Equity share capital due to prior period errors - -
Restated balance as at April 1, 2022 21.22 21.22
Changes in Equity share capital during the year
Issue of Equity share capital 0.06 0.06
As at March 31, 2023 21.28 21.28

b) Other Equity

Reserves and Surplus


Share based
Particulars Capital Securities General Retained Total
payment
Reserve Premium Reserve Earnings
Reserves
As at April 1, 2022 0.05 - 254.83 256.70 8.51 520.09
Changes in accounting policies/prior period errors - - - - - -
Restated balance as at April 1, 2022 0.05 - 254.83 256.70 8.51 520.09
Profit for the year - - - 75.85 - 75.85
Other comprehensive income for the year
Re-measurement gains / (losses) on defined benefit plans net - - - 0.50 - 0.50
of tax
Total Comprehensive income for the year - - - 76.35 - 76.35
Transfer to general reserve - - 15.00 (15.00) - -
Addition to employee stock option (net) - - - - 0.55 0.55
Final equity dividend (Refer Note 42) - - - (26.52) - (26.52)
Addition on equity shares issued under employee stock - 12.75 - - (3.90) 8.85
option (Refer note 36)
Interim equity dividend (Refer Note 42) - - - (15.96) - (15.96)
As at March 31, 2023 0.05 12.75 269.83 275.57 5.16 563.36

182
I ndependent Aud itor’s R e port

FINANCIAL STA TE M E N T

Statement of Changes in Equity

Reserves and Surplus


Share based
Particulars Capital Securities General Retained Total
payment
Reserve Premium Reserve Earnings
Reserves
Changes in accounting policies/prior period errors - - - - - -
Restated balance as at April 1, 2023 0.05 12.75 269.83 275.57 5.16 563.36
Profit for the year - - - 75.27 - 75.27
Other comprehensive income for the year
Re-measurement gains / (losses) on defined benefit plans net - - - 1.28 - 1.28
of tax
Total Comprehensive income for the year - - - 76.55 - 76.55
Transfer to general reserve - - 15.00 (15.00) - -
Addition to employee stock option (net) - - - - (2.61) (2.61)
Final equity dividend (Refer Note 42) - - - (16.00) - (16.00)
Interim equity dividend (Refer Note 42) - - - (16.00) - (16.00)
Addition on equity shares issued under employee stock option (Refer - 12.29 - - - 12.29
note 36)
As at March 31, 2024 0.05 25.04 284.83 305.12 2.55 617.59

The accompanying notes form an integral part of the financial statements.


As per our report of even date attached.

For S.R. Batliboi & Co. LLP For and on behalf of the Board of Directors of Orient Electric Limited
Firm registration number: 301003E / E300005
Chartered Accountants

Per Amit Gupta C.K. Birla D.D Khetrapal


Partner Chairman and Director Vice Chairman and
Membership No.: 501396 (DIN 00118473) Managing Director
(DIN 02362633)

Saibal Sengupta Hitesh Kumar Jain


Chief Financial Officer Company Secretary
(ACA 54373) (F 6241)
Place: New Delhi Place: New Delhi
Date: May 09, 2024 Date: May 09, 2024

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Cash Flow Statement


(All amounts in Rupees Crores, unless otherwise stated)
For the year ended For the year ended
March 31, 2024 March 31, 2023

(A) Cash flow from Operating Activities :


Profit before tax 96.26 101.94
Adjustments to reconcile profit before tax to net cash flows :
Depreciation and amortisation expense 59.02 53.50
Interest Expense 10.62 8.81
(Profit)/Loss on sale of property, plant & equipment (net) (17.54) 0.37
Gain on termination of lease contract (net) (0.78) (0.49)
Bad debts / advances written off (net of reversals) 0.03 0.28
Provision for warranty claims (net) 24.61 28.26
Provision for doubtful debts & advances (net) 6.84 (3.88)
Provision/liabilities written back (4.85) (9.78)
Employee stock option expenses 1.38 0.55
Fair valuation impact of security deposit (net) (0.10) (0.13)
Interest income (7.31) (11.49)
Unrealised gain on fair valuation of financial instruments (net) (0.12) -
Unrealised exchange (gain)/loss (net) 0.14 (0.02)
Operating profit before working capital changes 168.20 167.92
Working capital adjustments :
Increase/(Decrease) in trade payables 95.86 13.37
Increase/(Decrease) in financial liabilities 1.60 (2.80)
Increase/(Decrease) in non financial liabilities 21.30 (3.91)
Increase/(Decrease) in provisions (21.28) (31.03)
(Increase)/Decrease in inventories (30.42) 41.43
(Increase)/Decrease in trade receivables (107.50) 47.59
(Increase)/Decrease in financial assets (3.00) (0.81)
(Increase)/Decrease in non financial assets (0.84) (7.14)
Cash generated from operations 123.92 224.62
Income tax paid (net of refund) (5.66) (34.89)
Net cash flow from operating activities 118.26 189.73
(B) INVESTING ACTIVITIES :
Purchase of property, plant and equipment and intangibles (including work in (174.88) (113.85)
progress and capital advances)
Proceeds from sale of property, plant and equipment 34.92 0.26
Proceeds/(Payments) for/to term deposits with banks (0.37) (5.81)
Investment with Mutual Fund (255.00) -
Proceeds from sale of Investments (Mutual Fund) 217.79 -
Interest received 7.02 9.46
Net Cash Flows From / (Used in) Investing Activities (170.52) (109.94)

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I ndependent Aud itor’s R e port

FINANCIAL STA TE M E N T

Cash Flow Statement


(All amounts in Rupees Crores, unless otherwise stated)
For the year ended For the year ended
March 31, 2024 March 31, 2023

(C) FINANCING ACTIVITIES :


Proceeds from share capital issued 0.06 0.06
Proceeds from securities premium 8.30 8.85
Repayment of principal portion of lease liabilities (22.20) (19.13)
Proceeds/(Repayment) of short term borrowings (net) 10.77 (4.62)
Repayment of interest portion of lease liabilities (6.88) (5.44)
Interest expense paid (3.74) (3.37)
Dividends paid (32.00) (42.48)
Net Cash Flows From/(used in) Financing Activities (45.69) (66.13)
Net Increase / (Decrease) in Cash & Cash Equivalents (A+B+C) (97.95) 13.66
Cash & Cash Equivalents at the beginning of the year 163.64 149.98
Cash & Cash Equivalents at the end of the year (Refer note 10) 65.69 163.64

Notes:

i) The above Cash flow statement has been prepared under the “Indirect Method” as set out in Indian Accounting Standard-7,
“Statement of Cash Flows”.

The accompanying notes form an integral part of the financial statements.


As per our report of even date attached.

For S.R. Batliboi & Co. LLP For and on behalf of the Board of Directors of Orient Electric Limited
Firm registration number: 301003E / E300005
Chartered Accountants

Per Amit Gupta C.K. Birla D.D Khetrapal


Partner Chairman and Director Vice Chairman and
Membership No.: 501396 (DIN 00118473) Managing Director
(DIN 02362633)

Saibal Sengupta Hitesh Kumar Jain


Chief Financial Officer Company Secretary
(ACA 54373) (F 6241)
Place: New Delhi Place: New Delhi
Date: May 09, 2024 Date: May 09, 2024

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Notes to the financial statements


for the year ended March 31, 2024

1. Corporate information
The Company was incorporated on October 10, 2016 and was a subsidiary of Orient Paper & Industries Ltd. (OPIL). A scheme
of arrangement was filed with the National Company Law Tribunal to demerge the consumer electric business of the holding
Company (OPIL) by transferring the same on a going concern basis to the Company w.e.f. March 1, 2017, which was subsequently
approved by the National Company Law Tribunal.

Pursuant to Scheme of Arrangement, shares held by the demerged Company were cancelled and post demerger, the Company
is no more a subsidiary of OPIL.

The Company is a public company domiciled in India and is incorporated under the provisions of the Companies Act applicable
in India. The Company shares are listed on two recognised stock exchanges in India. The registered office of the Company is
located at Unit VIII, Plot 7, Bhoinagar, Bhubneswar, Odisha.

The Company is primarily engaged in manufacture/purchase and sale of Electrical Consumer Durables, Lighting & Switchgear
products. The Company presently has manufacturing facilities at Faridabad, Noida and Kolkata.

These financial statements were authorised for issue in accordance with a resolution of the Board of Directors on May 09, 2024.

2. Material accounting policies


a. Basis of preparation
The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (IND AS) notified
under the section 133 of the Companies Act 2013 (the Act) read with Companies (Indian Accounting Standards) Rule 2015 (as
amended from time to time) and other relevant provision of the Act. The financial statements have been prepared on a historical
cost basis, except for the following assets and liabilities:

i) Certain financial assets and liabilities that is measured at fair value

ii) Defined benefit plans-plan assets are measured at fair value

The financial statements are presented in Indian Rupees ('INR') and all values are rounded to nearest crore (INR 00,00,000) upto
two decimal places, except when otherwise indicated.

b. Current versus non-current classification


The Company presents assets and liabilities in the balance sheet based on current / non- current classification. An asset is
treated as current when it is:

- Expected to be realised or intended to be sold or consumed in normal operating cycle

- Held primarily for purpose of trading

- Expected to be realised within twelve months after the reporting period, or

- cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after
the reporting period

All other assets are classified as non-current.

A liability is current when:

- It is expected to be settled in normal operating cycle

- It is held primarily for purpose of trading

- It is due to be settled within twelve months after the reporting period, or

- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

186
Notes to the financial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024

All other liabilities are classified as non-current.

Deferred tax assets and deferred tax liabilities are classified as non- current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents.
The Company has identified twelve months as its operating cycle.

c. Property, plant and equipment


Property, Plant and equipment including capital work in progress are stated at cost, less accumulated depreciation and accumulated
impairment losses, if any. The cost comprises of purchase price, taxes, duties, freight and other incidental expenses directly attributable
and related to acquisition and installation of the concerned assets and are further adjusted by the amount of tax credit availed wherever
applicable. The Company identifies and determines cost of each component/ part of the asset separately, if the component/ part have
a cost which is significant to the total cost of the asset and has useful life that is materially different from that of the remaining asset.
Similarly, when significant parts of plant and equipment are required to be replaced at intervals or when a major inspection/overhauling
is required to be performed, such cost of replacement or inspection is capitalised (if the recognition criteria is satisfied) in the carrying
amount of plant and equipment as a replacement cost or cost of major inspection/overhauling, as the case may be and depreciated
separately based on their specific useful life. Likewise, when a major inspection is performed, its cost is recognised in the carrying
amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are
recognised in statement of profit and loss as incurred. The present value of the expected cost for the decommissioning of an asset after
its use is included in the cost of the respective asset if the recognition criteria for a provision are met.

Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from
the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including
day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for
the period during which such expenses are incurred.

Items of stores and spares that meet the definition of property, plant and equipment are capitalized at cost and depreciated over
their useful life. Otherwise, such items are classified as inventories.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no
future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated
as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit
and loss when the asset is derecognised.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial
year end and adjusted prospectively, if appropriate.

Property, plant and equipment held for sale is valued at lower of their carrying amount and net realizable value. Any write-down
is recognised in the statement of profit and loss.

Depreciation on property, plant and equipment is provided on pro-rata basis with reference to the date of addition/disposal on
straight-line method using the useful lives of the assets estimated by management based on technical evaluation; these rates
are in certain cases differ from the lives prescribed under Schedule II of the Act.

The Company has used the following useful lives to provide depreciation:

Useful Lives
Useful Lives as per
Class of Asset estimated by the
Schedule II
management (years)
Factory Buildings 30 30
Non-Factory Buildings 60 5 to 60
Plant and equipment 15 3 to 25
Furniture & Fixtures 10 3 to 10

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Notes to the financial statements


for the year ended March 31, 2024

Useful Lives
Useful Lives as per
Class of Asset estimated by the
Schedule II
management (years)
Computers (included in office equipment) 3 to 6 3
Office Equipment 5 5
Vehicles 8 8

Leasehold improvements are depreciated over the lease period.

d. Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets
are carried at cost less accumulated amortization and accumulated impairment losses, if any. Internally generated intangible
assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in the Statement of Profit and
Loss in the year in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortised over the useful economic lives and assessed for impairment whenever there is
an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible
asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the
expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation
period or method, as appropriate, and are treated as changes in accounting estimates.

Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or at
the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life
continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognized in the Statement of Profit and Loss.

Intangible assets being specialised Software and Technical Know-how are amortised on a straight line basis over their useful
life (estimated by the management) of 3 to 5 years and 10 years respectively.

e. Leases
The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right
to control the use of an identified asset for a period of time in exchange for consideration.

Where the Company is lessee


The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of
low-value assets. The Company recognises lease liabilities to make lease payments and right-of-use assets representing the
right to use the underlying assets.

(i) Right to use assets


The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date when the underlying
asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment
losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease
liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any

188
Notes to the financial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024

lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term
and the estimated useful lives of the assets, as follows:

Useful Lives
Class of asset estimated by the
management (years)
Leased Premises 2-10
Leased broadband line 9

If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the exercise of
a purchase option, depreciation is calculated using the estimated useful life of the asset.

The right-of-use assets are also subject to impairment. Refer to the accounting policies in section (g) Impairment of non-
financial assets.

(ii) Lease Liabilities


At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed
payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts
expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase
option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease
term reflects the Company exercising the option to terminate. Variable lease payments that do not depend on an index
or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or
condition that triggers the payment occurs.

In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement
date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of
lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments
(e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a
change in the assessment of an option to purchase the underlying asset.

Where the Company is the lessor-


Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are
classified as operating leases. Assets subject to operating leases are included in Property, plant & equipment. Lease income
on an operating lease is recognized in the Statement of Profit and Loss on a straight-line basis over the lease term. Costs,
including depreciation, are recognized as an expense in the Statement of Profit and Loss.

Short-term leases and leases of low-value assets


The Company applies the short-term lease recognition exemption to its short-term leases contracts (i.e., those leases that
have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies
the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value.
Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis
over the lease term.

f. Borrowing costs
Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the borrowings and exchange
differences to the extent they are regarded as an adjustment to the interest cost.

Borrowing costs directly attributable to the acquisition or construction of an asset that necessarily takes a substantial period of
time to get ready for its intended use are capitalized as part of the cost of the asset. All other borrowing costs are expensed in
the year they occur.

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Notes to the financial statements


for the year ended March 31, 2024

g. Impairment of non-financial assets


The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication
exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal
and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or Companies of assets. Where the carrying amount of an asset
or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. In determining net selling
price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate
valuation model is used.

The Company bases its impairment calculation on detailed budgets and forecast calculations which are prepared separately
for each of the Company’s cash-generating units to which the individual assets are allocated. Impairment losses of continuing
operations, including impairment on inventories, are recognised in the Statement of Profit and Loss.

For assets, an assessment is made at each reporting date to determine whether there is an indication that previously recognised
impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset’s or CGU’s
recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions
used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that
the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised
in the Statement of Profit and Loss.

Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the CGU level, as
appropriate, and when circumstances indicate that the carrying value may be impaired.

After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

h. Government grants
Grants and subsidies from the government are recognized when there is reasonable assurance that (i) the Company will comply
with the conditions attached to them, and (ii) the grant/subsidy will be received.

When the grant or subsidy relates to revenue, it is recognized as income on a systematic basis in the Statement of Profit and
Loss over the periods necessary to match them with the related costs, which they are intended to compensate. Where the grant
relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.

When the Company receives grants of non-monetary assets, the asset and the grant are recorded at fair value amounts and
released to the Statement of Profit and Loss over the expected useful life in a pattern of consumption of the benefit of the
underlying asset i.e. by equal annual instalments. When loans or similar assistance are provided by governments or related
institutions, with an interest rate below the current applicable market rate, the effect of this favourable interest is regarded
as a government grant. The loan or assistance is initially recognised and measured at fair value and the government grant is
measured as the difference between the initial carrying value of the loan and the proceeds received. The loan is subsequently
measured as per the accounting policy applicable to financial liabilities.

i. Inventories
Raw materials, components, stores and spares are valued at lower of cost and net realizable value. However, materials and
other items held for use in the production of inventories are not written down below cost if the finished products in which they
will be incorporated are expected to be sold at or above cost. Cost of raw materials, components, stores and spares is determined
on moving weighted average method.

190
Notes to the financial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024

Work-in-progress and finished goods are valued at lower of cost and net realizable value. Cost includes direct materials and
labour and a proportion of manufacturing overheads based on normal operating capacity. Cost of finished goods is determined
on standard cost basis.

Traded goods are valued at lower of cost and net realizable value. Cost of purchase and other costs in bringing the inventories
to their present location and condition. Cost of traded goods is determined on weighted average basis.

Saleable scrap, whose cost is not identifiable, is valued at net realisable value.

Stores and Spares which do not meet the definition of property, plant and equipment are accounted as inventories.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and
estimated costs necessary to make the sale.

j. Revenue from contract with customers


Revenue from contracts with customers is recognised when control of the goods are transferred to the customer at an amount
that reflects the consideration to which the Company expects to be entitled in exchange for those goods. The Company has
generally concluded that it is the principal in its revenue arrangements because it typically controls the goods before transferring
them to the customer.

The disclosures of significant accounting judgements, estimates and assumptions relating to revenue from contracts with
customers are provided in Note 2.1.

Sale of Goods
Revenue from sale of goods is recognised at the point in time when control of the goods is transferred to the customer, generally
on delivery of the goods.

The Company considers whether there are other promises in the contract that are separate performance obligations to which a
portion of the transaction price needs to be allocated (e.g., warranties, Sales points). In determining the transaction price for the
sale of goods, the Company considers the effects of variable consideration, the existence of significant financing components,
noncash consideration, and consideration payable to the customer (if any).

Variable consideration
If the consideration in a contract includes a variable amount, the Company estimates the amount of consideration to which it will
be entitled in exchange for transferring the goods to the customer. The variable consideration is estimated at contract inception
and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will
not occur when the associated uncertainty with the variable consideration is subsequently resolved. Some contracts for the sale of
goods provide customers with volume rebates. The volume rebates give rise to variable consideration.

- Volume rebates
The Company provides retrospective volume rebates to certain customers once the quantity of products purchased during
the period exceeds a threshold specified in the contract. Rebates are offset against amounts payable by the customer. To
estimate the variable consideration for the expected future rebates, the Company applies the most likely amount method
for contracts with a single-volume threshold and the expected value method for contracts with more than one volume
threshold. The selected method that best predicts the amount of variable consideration is primarily driven by the number
of volume thresholds contained in the contract. The Company then applies the requirements on constraining estimates of
variable consideration and recognises a refund liability for the expected future rebates.

- Significant financing component


The Company receives short-term advances from its customers. Using the practical expedient in Ind AS 115, the Company
does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at
contract inception, that the period between the transfer of the promised goods to the customer and when the customer
pays for that goods will be one year or less.

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Notes to the financial statements


for the year ended March 31, 2024

Warranty obligations
The Company typically provides warranties for general repairs of defects that existed at the time of sale, as required by law.
These assurance-type warranties are accounted for under Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets.
Refer to the accounting policy on warranty provisions.

In some contracts, the Company provides warranty to the customers. The warranty is accounted for as a separate performance
obligation and a portion of the transaction price is allocated. The performance obligation for the warranty service is satisfied
based on time elapsed.

Sales points programme


The Company has a sales point programme, which allows customers to accumulate points that can be redeemed for free
products. The sales points give rise to a separate performance obligation as they provide a material right to the customer.
A portion of the transaction price is allocated to the sales points awarded to customers based on relative stand-alone selling
price and recognised as a contract liability until the points are redeemed. Revenue is recognised upon redemption of products
by the customer.

When estimating the stand-alone selling price of the sales points, the Company considers the likelihood that the customer
will redeem the points. The Company updates its estimates of the points that will be redeemed on a quarterly basis and any
adjustments to the contract liability balance are charged against revenue.

Sales of Services
Revenue from installation and maintenance services are recognised at point of time upon completion of services.

Trade receivables
A receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time
is required before payment of the consideration is due). Refer to accounting policies of financial assets – ‘financial instruments
– initial recognition and subsequent measurement’.

Contract liabilities
A contract liability is the obligation to transfer goods to a customer for which the Company has received consideration (or an
amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods to
the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract
liabilities are recognised as revenue when the Company performs under the contract.

Refund liabilities
A refund liability is the obligation to refund some or all of the consideration received (or receivable) from the customer and
is measured at the amount the Company ultimately expects it will have to return to the customer. The Company updates its
estimates of refund liabilities (and the corresponding change in the transaction price) at the end of each reporting period. Refer
to above accounting policy on variable consideration.

k. Other revenue streams


- Interest Income
For all debt instruments measured either at amortised cost or at fair value through other comprehensive income, interest
income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash
payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross
carrying amount of the financial asset or to the amortised cost of a financial liability. When calculating the effective interest
rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument
(for example, prepayment, extension, call and similar options) but does not consider the expected credit losses. Interest
income is included in other income in the statement of profit and loss.

192
Notes to the financial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024

- Export Benefits
Export benefits arising from Duty Drawback scheme, Merchandise Export Incentive Scheme, Focus Market Scheme are
recognised on shipment of direct exports. Revenue from exports benefits measured at the fair value of consideration
received or receivable.

l. Foreign currency transactions and balances


The financial statements are presented in INR, which is the Company’s functional currency.

Foreign currency transactions are initially recorded at functional currency’s spot rates at the date the transaction first qualifies
for recognition.

Foreign currency monetary items are translated using the functional currency spot rates prevailing at the reporting date. Non-
monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported using the
exchange rate at the date of the transaction. Non-monetary items, which are measured at fair value or other similar valuation
denominated in a foreign currency, are translated using the exchange rate at the date when such value was determined.

Exchange differences arising on the settlement or translation of monetary items are recognized in the Statement of Profit and
Loss in the period in which they arise.

m. Employee benefits
i. Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within twelve
months after the end of the period in which the employees render the related service are recognised in respect of employee
service upto the end of the reporting period and are measured at the amount expected to be paid when the liabilities are
settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

ii. Other long-term employee benefit obligations


- Gratuity
Gratuity liability is defined benefit obligation and is provided for on the basis of an actuarial valuation on projected
unit credit (PUC) method made at the end of each financial year. The Company's gratuity fund scheme is managed by
trust maintained with Insurance companies to cover the gratuity liability of the employees and premium paid to such
insurance companies is charged to the statement of profit and loss.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included
in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net
interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding
debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified
to profit or loss in subsequent periods.

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company
recognises the following changes in the net defined benefit obligation as an expense in the statement of profit and loss:

Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-
routine settlements

Net interest expense or income

- Provident fund and Superannuation fund


Retirement benefit in the form of Provident Fund, ESI and Superannuation Fund are defined contribution schemes. The
Company has no obligation, other than the contribution payable to the fund. The Company recognizes contribution
payable through provident fund scheme as an expense, when an employee renders the related services. If the
contribution payable to scheme for service received before the balance sheet date exceeds the contribution already

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Notes to the financial statements


for the year ended March 31, 2024

paid, the deficit payable to the scheme is recognised as liability after deducting the contribution already paid. If the
contribution already paid exceeds the contribution due for services received before the balance sheet date, then
excess is recognised as an asset to the extent that the prepayment will lead to, for example, a reduction in future
payment or a cash refund.

- Compensated Absences
Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee
benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay
as a result of the unused entitlement that has accumulated at the reporting date.

The Company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee
benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial
valuation using the projected unit credit method at the year-end. Actuarial gains/losses are immediately taken to
the Statement of Profit and Loss and are not deferred. The Company presents the leave as a current liability in the
balance sheet, to the extent it does not have an unconditional right to defer its settlement for 12 months after the
reporting date. Where Company has the unconditional legal and contractual right to defer the settlement for a period
beyond 12 months, the same is presented as non-current liability.

n. Share based payments


Employees (including senior executives) of the Company receive remuneration in the form of share-based payments, whereby
employees render services as consideration for equity instruments (equity-settled transactions).

Equity-settled transactions
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate
valuation model. That cost is recognised as employee benefits expense in the statement of profit and loss together with a
corresponding increase in other equity as ‘Share based payments reserve’ in lines with requirement as per Ind AS 102 (Share
based payments), over the period in which the performance and/or service conditions are fulfilled. The cumulative expense
recognised for equity settled transactions at each reporting date until the vesting date reflects the extent to which the vesting
period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The statement
of profit and loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning
and end of that period and is recognised in employee benefits expense.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of
awards, but the likelihood of the conditions being met is assessed as part of the Company’s best estimate of the number of
equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value.
Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting
conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award
unless there are also service and/or performance conditions.

No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions
have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested
irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service
conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the terms had not
been modified, if the original terms of the award are met. An additional expense is recognised for any modification that increases
the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date
of modification. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the
award is expensed immediately through profit or loss.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

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for the year ended March 31, 2024

o. Income taxes
Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid to or
recovered from the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted
or substantively enacted, at the reporting date. Current income tax relating to items recognised outside Statement of Profit
and Loss is recognised outside Statement of Profit and Loss (either in other comprehensive income or in equity). Management
periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject
to interpretation and establishes provisions where appropriate.

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes at the reporting date. Deferred tax is measured using the tax rates and
the tax laws enacted or substantively enacted at the reporting date. Deferred tax relating to items recognised outside Statement
of Profit and Loss is recognised outside Statement of Profit and Loss (either in other comprehensive income or in equity).

Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible
temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised
to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the
carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised
deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that
future taxable profits will allow the deferred tax asset to be recovered.

p. Segment reporting
Identification of segments
The Company’s operating businesses are organized and managed separately according to the nature of products and services
provided, with each segment representing a strategic business unit that offers different products and serves different markets.
The analysis of geographical segments is based on the areas in which the customers of the Company are located.

Allocation of common costs


Common allocable costs are allocated to each segment on a case to case basis applying the ratio, appropriate to each relevant
case. Revenue and expenses, which relate to the enterprise as a whole and are not allocable to segment on a reasonable basis,
are included under the head “Unallocated”.

Unallocated items
Unallocated items include general corporate income and expense items which are not allocated to any business segment.

Segment accounting policies


The Company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting
the financial statements of the Company as a whole.

q. Earnings Per Share


Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the
weighted average number of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders
and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential
equity shares.

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for the year ended March 31, 2024

r. Provisions and contingent liabilities


- General Provisions
A provision is recognised when the Company has a present obligation (legal or constructive) as a result of past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. These estimates are reviewed at each reporting date and adjusted
to reflect the current best estimates. If the effect of the time value of money is material, provisions are discounted using a
current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase
in the provision due to the passage of time is recognised as a finance cost.

- Warranty Provisions
Provisions for warranty-related costs are recognised when the product is sold or service provided. Provision is based
on technical estimates by the management based on past trends. The estimate of such warranty-related costs is
revised annually.

- Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present
obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised
because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence
in the financial statements.

Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.

s. Cash and cash equivalents


Cash and cash equivalents comprise cash at bank and in hand and short-term deposits with an original maturity of three months
or less, which are subject to an insignificant risk of changes in value.

t. Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument
of another entity.

i. Financial Assets
Initial recognition and measurement
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value
through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Financial assets are
classified, at initial recognition and subsequently measured at amortised cost, fair value through other comprehensive
income (OCI), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Company’s business model for managing them. With the exception of trade receivables that do
not contain a significant financing component or for which the Company has applied the practical expedient, the Company
initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or
loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Company
has applied the practical expedient are measured at the transaction price determined under Ind AS 115. Refer to the
accounting policies on Revenue from contracts with customers.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give
rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This
assessment is referred to as the SPPI test and is performed at an instrument level.

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for the year ended March 31, 2024

The Company’s business model for managing financial assets refers to how it manages its financial assets in order to
generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows,
selling the financial assets, or both.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or
convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Company
commits to purchase or sell the asset.

Subsequent measurement
For purposes of subsequent measurement financial assets are classified in following categories:

- Debt instruments at fair value through profit and loss (FVTPL)

- Debt instruments at fair value through other comprehensive income (FVTOCI)

- Debt instruments at amortized cost

- Equity instruments

Where assets are measured at fair value, gains and losses are either recognised entirely in the statement of profit and
loss (i.e. fair value through profit or loss), or recognised in other comprehensive income (i.e. fair value through other
comprehensive income). For investment in debt instruments, this will depend on the business model in which the investment
is held. For investment in equity instruments, this will depend on whether the Company has made an irrevocable election
at the time of initial recognition to account for equity instruments at FVTOCI.

Debt instruments at amortized cost


A Debt instrument is measured at amortized cost if both the following conditions are met:

- The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

- Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and
interest (SPPI) on the principal amount outstanding.

This category is most relevant to the Company. After initial measurement, such financial assets are subsequently measured
at amortized cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any
discount or premium on acquisition and fees or costs that are an integral part of EIR. EIR is the rate that exactly discounts
the estimated future cash receipts over the expected life of the financial instrument or a shorter period, where appropriate,
to the gross carrying amount of the financial asset. When calculating the effective interest rate, the Company estimates the
expected cash flows by considering all the contractual terms of the financial instrument but does not consider the expected
credit losses. The EIR amortization is included in finance income in profit or loss. The losses arising from impairment are
recognised in the profit or loss. This category generally applies to trade and other receivables.

Debt instruments at fair value through OCI


A Debt instrument is measured at fair value through other comprehensive income if following criteria are met:

- Business Model Test: The objective of financial instrument is achieved by both collecting contractual cash flows and
for selling financial assets.

- Cash flow characteristics test: The contractual terms of the Debt instrument give rise on specific dates to cash
flows that are solely payments of principal and interest on principal amount outstanding.

Debt instrument included within the FVTOCI category are measured initially as well as at each reporting date at fair value.
Fair value movements are recognised in the other comprehensive income (OCI), except for the recognition of interest
income, impairment gains or losses and foreign exchange gains or losses which are recognised in statement of profit
and loss. On derecognition of asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to

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for the year ended March 31, 2024

statement of profit and loss. Interest earned whilst holding FVTOCI financial asset is reported as interest income using
the EIR method.

Debt instruments at FVTPL


FVTPL is a residual category for financial instruments. Any financial instrument, which does not meet the criteria for
amortized cost or FVTOCI, is classified as at FVTPL. In addition, the Company may elect to designate a debt instrument,
which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so
reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’). The Company has
not designated any debt instrument as at FVTPL.

Debt instruments included within the FVTPL category are measured at fair value with all changes recognised in the
statement of profit and loss.

Investments in mutual funds


Investment in mutual funds are measured at fair value through profit or loss (FVTPL).

Equity Investment
All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading and
contingent consideration recognised by an acquirer in a business combination to which Ind AS 103 applies are classified as at
FVTPL. For all other equity instruments, the Company may make an irrevocable election to present in other comprehensive
income subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument basis. The
classification is made on initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument,
excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of
investment. However, the Company may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L.

Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is
primarily derecognised (i.e. removed from the Company's statement of financial position) when:

- The rights to receive cash flows from the asset have expired, or

- the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a "pass through" arrangement and either;

- the Company has transferred the rights to receive cash flows from the financial assets or

- the Company has retained the contractual right to receive the cash flows of the financial asset, but assumes a
contractual obligation to pay the cash flows to one or more recipients.

Where the Company has transferred an asset, the Company evaluates whether it has transferred substantially all the risks
and rewards of the ownership of the financial assets. In such cases, the financial asset is derecognised. Where the entity
has not transferred substantially all the risks and rewards of the ownership of the financial assets, the financial asset is
not derecognised.

Where the Company has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of
the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where
the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing
involvement in the financial asset.

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Notes to the financial statements


for the year ended March 31, 2024

Impairment of financial assets


In accordance with IND AS 109, the Company applies expected credit losses (ECL) model for measurement and recognition
of impairment loss on the following financial asset and credit risk exposure:

- Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits,
trade receivables and bank balance,

- Financial assets that are debt instruments and are measured as at FVTOCI;

The Company follows "simplified approach" for recognition of impairment loss allowance on:

- Trade receivables or contract revenue receivables;

- All lease receivables resulting from the transactions within the scope of IND AS 116

Under the simplified approach, the Company does not track changes in credit risk. Rather, it recognizes impairment loss
allowance based on lifetime ECLs at each reporting date, right from its initial recognition. The Company uses a provision
matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on
its historically observed default rates over the expected life of trade receivable and is adjusted for forward looking
estimates. At every reporting date, the historical observed default rates are updated and changes in the forward looking
estimates are analysed.

For recognition of impairment loss on other financial assets and risk exposure, the Company determines whether there has
been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month
ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in
subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk
since initial recognition, then the Company reverts to recognizing impairment loss allowance based on 12- months ECL.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial
instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12
months after the reporting date.

ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and
all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. When estimating
the cash flows, an entity is required to consider:

- All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the
expected life of the financial instrument.

As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on portfolio of its
trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade
receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are
updated and changes in the forward-looking estimates are analysed.

ii. Financial liabilities:


Initial recognition and measurement
Financial liabilities are classified at initial recognition, as financial liabilities at fair value through profit or loss, loans and
borrowings, and payables, net of directly attributable transaction costs. The Company financial liabilities include loans
and borrowings including bank overdraft, trade payables, trade deposits, retention money, and liabilities towards services,
sales incentive and other payables.

The measurement of financial liabilities depends on their classification, as described below:

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for the year ended March 31, 2024

Trade Payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year
which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12
months after the reporting period. They are recognised initially at fair value and subsequently measured at amortized cost
using EIR method.

Financial liabilities at fair value through profit or loss


Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for
trading if they are incurred for the purpose of repurchasing in the near term.

Gains or losses on liabilities held for trading are recognised in the statement of profit and loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the
initial date of recognition, and only if the criteria in IND AS 109 are satisfied. For liabilities designated as FVTPL, fair value
gains/ losses attributable to changes in own credit risk are recognised in OCI. These gains/ losses are not subsequently
transferred to profit and loss. However, the Company may transfer the cumulative gain or loss within equity. All other
changes in fair value of such liability are recognised in the statement of profit and loss. The Company has not designated
any financial liability as at fair value through profit and loss.

Loans and borrowings


Borrowings are initially recognised at fair value, net of transaction cost incurred. After initial recognition, interest-bearing
loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognised
in statement of profit and loss when the liabilities are derecognised as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and loss.

Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or medication is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the
statement of profit and loss.

Embedded derivatives
An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host contract
with the effect that some of the cash flows of the combined instrument vary in a way similar to a standalone derivative. An
embedded derivative causes some or all of the cash flows that otherwise would be required by the contract to be modified
according to a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or
rates, credit rating or credit index, or other variable, provided in the case of a nonfinancial variable that the variable is not
specific to a party to the contract. Reassessment only occurs if there is either a change in the terms of the contract that
significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the
fair value through profit or loss.

If the hybrid contract contains a host that is a financial asset within the scope of Ind AS 109, the Company does not separate
embedded derivatives. Rather, it applies the classification requirements contained in Ind AS 109 to the entire hybrid
contract. Derivatives embedded in all other host contracts are accounted for as separate derivatives and recorded at fair
value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts
are not held for trading or designated at fair value though profit or loss. These embedded derivatives are measured at fair
value with changes in fair value recognised in profit or loss, unless designated as effective hedging instruments.

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for the year ended March 31, 2024

Offsetting of financial instruments:


Financials assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a
currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to
realize the assets and settle the liabilities simultaneously.

Reclassification of financial assets:


The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition,
no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets
which are debt instruments, a reclassification is made only if there is a change in the business model for managing those
assets. Changes to the business model are expected to be infrequent. The Company’s senior management determines
change in the business model as a result of external or internal changes which are significant to the Company’s operations.
Such changes are evident to external parties. A change in the business model occurs when the Company either begins or
ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies the
reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period
following the change in business model. The Company does not restate any previously recognised gains, losses (including
impairment gains or losses) or interest.

The following table shows various reclassification and how they are accounted for:

Original Classification Revised classification Accounting treatment


Amortised cost FVTPL Fair value is measured at reclassification date. Difference between
previous amortized cost and fair value is recognised in statement of
profit and loss.
FVTPL Amortised cost Fair value at reclassification date becomes its new gross carrying
amount. EIR is calculated based on the new gross carrying amount.
Amortised cost FVTOCI Fair value is measured at reclassification date. Difference between
previous amortised cost and fair value is recognised in OCI. No change
in EIR due to reclassification.
FVTOCI Amortised cost Fair value at reclassification date becomes its new amortised cost
carrying amount. However, cumulative gain or loss in OCI is adjusted
against fair value. Consequently, the asset is measured as if it had
always been measured at amortised cost.
FVTPL FVTOCI Fair value at reclassification date becomes its new carrying amount. No
other adjustment is required.
FVTOCI FVTPL Assets continue to be measured at fair value. Cumulative gain or loss
previously recognised in OCI is reclassified to P&L at the reclassification date.

Derivative financial instruments and hedge accounting


Initial recognition and subsequent measurement
The Company uses derivative financial instruments, such as forward currency contracts, to hedge its foreign currency risks.
Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is
entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value
is positive and as financial liabilities when the fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the
effective portion of cash flow hedges (if any), which is recognised in OCI and later reclassified to profit or loss when the
hedge item affects profit or loss or treated as basis adjustment if a hedged forecast transaction subsequently results in the
recognition of a non-financial asset or non-financial liability.

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u. Fair value measurement


The Company measures financial instruments at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to
sell the asset or transfer the liability takes place either:

- In the principal market for asset or liability, or

- In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non- financial asset takes into account a market participant's ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in
its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value, maximising the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair
value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1- Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2- Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or
indirectly observable

Level 3- Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether
transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is
significant to fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature,
characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

v. Dividends
The Company recognises a liability to pay dividend to equity holders of the Company when the distribution is authorised, and the
distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it
is approved by the shareholders. A corresponding amount is recognised directly in equity.

w. Non-current assets held for sale


The Company classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered
principally through a sale rather than through continuing use.

Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair
value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group),
excluding finance costs and income tax expense.

The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal
group is available for immediate sale in its present condition. Actions required to complete the sale/ distribution should indicate

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for the year ended March 31, 2024

that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management
must be committed to the sale and the sale expected within one year from the date of classification.

For these purposes, sale transactions include exchanges of non-current assets for other non-current assets when the exchange
has commercial substance. The criteria for held for sale classification is regarded met only when the assets or disposal group is
available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such assets
(or disposal groups), its sale is highly probable; and it will genuinely be sold, not abandoned. The Company treats sale of the
asset or disposal group to be highly probable when:

- The appropriate level of management is committed to a plan to sell the asset (or disposal group),

- An active programme to locate a buyer and complete the plan has been initiated (if applicable),

- The asset (or disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value,

- The sale is expected to qualify for recognition as a completed sale within one year from the date of classification, and

- Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that
the plan will be withdrawn.

Property, plant and equipment and intangible are not depreciated, or amortised assets once classified as held for sale. Assets
and liabilities classified as held for sale are presented separately from other items in the balance sheet.

2.1 Significant accounting judgements, estimates and assumptions


The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect
the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of
contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material
adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements
In the process of applying the Company’s accounting policies, there are no significant judgements established by the management.

Revenue from contracts with customers


The Company applied the following judgements that significantly affect the determination of the amount and timing of revenue
from contracts with customers:

Determining method to estimate variable consideration and assessing the constraint


Certain contracts for the sale of goods include volume rebates that give rise to variable consideration. In estimating the variable
consideration, the Company is required to use either the expected value method or the most likely amount method based on
which method better predicts the amount of consideration to which it will be entitled.

In estimating the variable consideration for the sale of goods with volume rebates, the Company determined that using a
combination of the most likely amount method and expected value method is appropriate. The selected method that better
predicts the amount of variable consideration was primarily driven by the number of volume thresholds contained in the contract.
The most likely amount method is used for those contracts with a single volume threshold, while the expected value method is
used for contracts with more than one volume threshold.

Before including any amount of variable consideration in the transaction price, the Company considers whether the amount of
variable consideration is constrained. The Company determined that the estimates of variable consideration are not constrained
based on its historical experience, business forecast and the current economic conditions. In addition, the uncertainty on the
variable consideration will be resolved within a short time frame.

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Notes to the financial statements


for the year ended March 31, 2024

Estimates and assumptions


The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year,
are described below. The Company based its assumptions and estimates on parameters available when the financial statements
were prepared. Existing circumstances and assumptions about future developments, however, may change due to market
changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions
when they occur.

Useful life of property, plant and equipment


The Company uses its technical expertise along with historical and industry trends for determining the economic life of an
asset/component of an asset. The useful lives are reviewed by management periodically and revised, if appropriate. In case of
a revision, the unamortised depreciable amount is charged over the remaining useful life of the assets.

- Defined benefit plans


The cost of the defined benefit gratuity plan and other post-employment defined benefits are determined using actuarial valuations.
An actuarial valuation involves various assumptions that may differ from actual developments in the future. These include the
determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation
and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are
reviewed at each reporting date. Further details about gratuity obligations are given in Note 30.

- Leases
The Company has several lease contracts that include extension and termination options. These options are negotiated
by management to provide flexibility in managing the leased-asset portfolio and align with the Company’s business
needs. Management exercises significant judgement in determining whether these extension and termination options are
reasonably certain to be exercised.

- Provisions and Contingencies


The assessments undertaken in recognising provisions and contingencies have been made in accordance with the
applicable Ind AS. A provision is recognized if, as a result of a past event, the Company has a present legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle
the obligation. Where the effect of time value of money is material, provisions are determined by discounting the expected
future cash flows. The Company has significant capital commitments in relation to various capital projects which are not
recognized on the balance sheet. In the normal course of business, contingent liabilities may arise from litigation and other
claims against the Company. Guarantees are also provided in the normal course of business. There are certain obligations
which management has concluded, based on all available facts and circumstances, are not probable of payment or are very
difficult to quantify reliably, and such obligations are treated as contingent liabilities and disclosed in the notes but are not
reflected as liabilities in the financial statements. Although there can be no assurance regarding the final outcome of the
legal proceedings in which the Company is involved, it is not expected that such contingencies will have a material effect
on its financial position or profitability.

- Taxes
Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount
and timing of future taxable income. Given the nature of business differences arising between the actual results and
the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and
expense already recorded. The Company establishes provisions, based on reasonable estimates. The amount of such
provisions is based on various factors, such as experience of previous tax audits and different interpretations of tax
regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide
variety of issues depending on the conditions prevailing in the respective domicile of the companies.

204
Notes to the financial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024

2.2 New and amended standards


The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standards) Amendment Rules, 2023 dated 31 March
2023 to amend the following Ind AS which are effective for annual periods beginning on or after 1 April 2023. The Company
applied for the first-time these amendments.

(i) Definition of Accounting Estimates - Amendments to Ind AS 8


The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies
and the correction of errors. It has also been clarified how entities use measurement techniques and inputs to develop
accounting estimates.

The amendments had no material impact on the Company’s standalone financial statements.

(ii) Disclosure of Accounting Policies - Amendments to Ind AS 1


The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the
requirement for entities to disclose their ‘significant’ accounting policies with a requirement to disclose their ‘material’
accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about
accounting policy disclosures.

The amendments do not have an material impact on the Company’s disclosures of accounting policies and measurement,
recognition or presentation of any items in the Company’s financial statements.

(iii) Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to Ind AS 12
The amendments narrow the scope of the initial recognition exception under Ind AS 12, so that it no longer applies to
transactions that give rise to equal taxable and deductible temporary differences such as leases.

The Company previously recognised for deferred tax on leases on a net basis. As a result of these amendments, the
Company has recognised a separate deferred tax asset in relation to its lease liabilities and a deferred tax liability in
relation to its right-of-use assets. Since, these balances qualify for offset as per the requirements of paragraph 74 of Ind AS
12,there is no impact in the balance sheet. There was also no impact on the opening retained earnings as at 1 April 2023.

The amendments do not material impact on the Company’s financial statements.

2.3 Standards notified but not yet effective


There are no standards that are notified and not yet effective as on date.

205
206
Notes to the financial statements
for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

3. Property, plant and equipment

Freehold Factory Non Factory Plant & Office Furniture & Capital work-
Particulars Vehicles Total
Land Building (a) Building (a) Machinery Equipment's Fixtures in-progress
Cost
As at April 01, 2022 29.00 28.37 4.78 215.25 19.47 1.24 19.81 317.92 1.52
Additions - 0.01 - 21.86 4.43 0.28 1.59 28.17 81.69
Disposals - (0.01) - (5.83) (0.20) (0.27) (0.70) (7.01) -
Adjustments* (16.12) - - - - - - (16.12) (0.50)
As at March 31, 2023 12.88 28.37 4.78 231.28 23.70 1.25 20.70 322.96 82.71
Depreciation
As at April 01, 2022 - 10.78 1.89 137.80 12.22 0.59 12.25 175.53 -
O ri ent Elect ric L imited | A n n u al R epor t 2023-24

Charge during the year - 0.99 0.43 20.11 3.21 0.10 1.78 26.62 -
Disposals - (0.01) - (5.41) (0.19) (0.10) (0.66) (6.37) -
As at March 31, 2023 - 11.76 2.32 152.50 15.24 0.59 13.37 195.78 -
Net book value 12.88 16.61 2.46 78.77 8.46 0.66 7.33 127.18 82.71
Cost
As at April 01, 2023 12.88 28.37 4.78 231.28 23.70 1.25 20.70 322.96 82.71
Additions - 1.66 8.77 22.83 5.02 - 2.58 40.86 144.75
Disposals - (0.67) - (2.11) (0.27) - (0.33) (3.38) (4.89)
Adjustments/Revaluation - - - - - - - -
As at March 31, 2024 12.88 29.36 13.55 252.00 28.45 1.25 22.95 360.44 222.57
Depreciation
As at April 01, 2023 - 11.76 2.32 152.50 15.24 0.59 13.37 195.78 -
Charge during the year - 0.86 0.99 20.19 4.08 0.10 1.97 28.19 -
Disposals - (0.63) - (1.93) (0.25) - (0.29) (3.10) -
As at March 31, 2024 - 11.99 3.31 170.76 19.07 0.69 15.05 220.87 -
Net book value 12.88 17.37 10.24 81.24 9.38 0.56 7.90 139.57 222.57

a. Factory buildings include gross block of H 3.01 crores (March 31, 2023: H 3.63 crores) [Accumulated depreciation H 2.59 crores (March 31, 2023: H 3.15 crores)], Net block H 0.42
crores (March 31, 2023: H 0.48 crores) in respect of leasehold improvements and non factory building includes gross block of H 11.73 crores (March 31, 2023: H 2.97 crores)
[Accumulated depreciation H 2.87 crores (March 31, 2023: H 1.91 crores)], Net block H 8.86 crores (March 31, 2023: H 1.06 crores) in respect of leasehold improvements.

b. Title deeds of all immovable properties (other than properties where the Company is lessee and lease agreements are duly executed i.e signed, sealed and delivered in favour
of the lessee) are held in the name of the Company.

* Other adjustment in freehold land represent the Asset held for sale. For Details refer note 48.
Notes to the fina ncial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

A- Capital-Work-in Progress (CWIP) ageing schedule

Amount in CWIP for a period of


Capital work-in-progress Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress
As at March 31, 2024 53.12 169.22 0.10 0.13 222.57
As at March 31, 2023 81.72 0.65 0.07 0.27 82.71

B- Capital work in progress whose completion is overdue or related possible cost overrun.

Amount in CWIP to be completed in


Capital work-in-progress Total
Less than 1 year 1-2 years 2-3 years More than 3 years
As at March 31, 2024
New manufacturing plant at Hyderabad 212.61 - - - 212.61
As at March 31, 2023
Moulds and dies for mixer grinder 0.27 - - - 0.27

4. Intangible assets

Software Technical know how Total


Cost
As at April 01, 2022 31.09 7.51 38.60
Additions 2.04 - 2.04
As at March 31, 2023 33.13 7.51 40.64
Amortisation
As at April 01, 2022 11.42 5.33 16.75
Charge during the year 4.80 0.75 5.55
As at March 31, 2023 16.22 6.08 22.30
Net book value 16.91 1.43 18.34
Cost
As at April 01, 2023 33.13 7.51 40.64
Additions 1.89 - 1.89
As at March 31, 2024 35.02 7.51 42.53
Amortisation
As at April 01, 2023 16.22 6.08 22.30
Charge during the year 5.31 0.75 6.06
As at March 31, 2024 21.53 6.83 28.36
Net book value 13.49 0.68 14.17

4(a)- Intangible assets under development


A- Intangible assets under development ageing schedule

Amount in Intangible assets under development for a period of


Intangible assets under development Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress
As at March 31, 2024 0.06 2.27 0.18 - 2.51
As at March 31, 2023 1.62 0.90 0.73 - 3.25

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Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

B- Intangible assets under development whose completion is overdue or related possible cost overrun.

Amount in Intangible assets under development to be completed in


Intangible assets under development Total
Less than 1 year 1-2 years 2-3 years More than 3 years
As at March 31, 2024
New manufacturing plant at Hyderabad 2.27 - - - 2.27
As at March 31, 2023
B2B Customer Relationship 0.73 - - - 0.73
Management software

5. Other financial assets

As at As at
March 31, 2024 March 31, 2023
Unsecured, considered good, except otherwise stated
Non-current
Security deposits at amortised cost 11.90 8.57
Deposits held as margin money* 5.24 5.96
Interest accrued on loans and deposits 0.48 0.27
(A) 17.62 14.80
Current
Security deposits 1.75 1.98
Deposits held as margin money* 1.09 -
Interest accrued on loans and deposits 0.28 0.20
(B) 3.12 2.18
Total other financial assets (A+B) 20.74 16.98
* Deposit held as margin money against the bank guarantees and others

6. Other assets

As at As at
March 31, 2024 March 31, 2023
Unsecured, considered good, except otherwise stated
Non-current
Capital advances 9.53 15.42
Advances recoverable
Considered doubtful 1.83 0.96
Less : Provision for doubtful advances 1.83 0.96
- -
Deposits against demand under dispute 1.29 1.21
Prepaid expenses 1.79 0.45
(A) 12.61 17.08
Current
Advances recoverable 11.16 9.61
Prepaid expenses 11.90 9.00
Balances with government authorities 10.14 14.95
Export benefit receivables 0.73 1.01
(B) 33.93 34.57
Total other assets (A+B) 46.54 51.65

208
Notes to the fina ncial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

7. Inventories

As at As at
March 31, 2024 March 31, 2023
Valued at lower of cost and net realisable value
Raw materials & components 98.90 77.23
Work-in-progress 2.88 2.98
Finished goods 81.60 97.12
Traded goods 126.22 102.24
Stores and spares 5.10 4.28
At net realisable value
Scrap 0.36 0.79
315.06 284.64
The above inventory includes stock in transit:
Raw materials 0.81 2.23
Traded goods 3.90 2.36
Finished goods 4.75 5.83
9.46 10.42

a) During the year ended March 31, 2024 H 6.12 crores (March 31, 2023: H(0.01) crores) was recognised as an expense for inventories
carried at net realisable value.

8. Current Investments

As at As at
March 31, 2024 March 31, 2023
Investments in Mutual funds measured at fair value through Profit and Loss (Quoted)
1,28,068.301 units (March 31, 2023: Nil)-Axis Overnight Fund regular growth 16.18 -
3,93,317.264 units (March 31, 2023: Nil)-Nippon India Overnight Fund Growth 5.03 -
19,967.872 units (March 31, 2023: Nil)-HDFC Overnight Fund Growth 7.03 -
28,010.639 units (March 31, 2023: Nil)-UTI Overnight Fund Growth 9.09 -
37.33 -
Aggregate book value of quoted investment 37.33 -
Aggregate market value of quoted investment 37.33 -

9. Trade receivables

As at As at
March 31, 2024 March 31, 2023
Non Current
Unsecured, considered good 10.30 15.82
10.30 15.82
Current
Secured, considered good 25.20 25.42
Unsecured, considered good 436.76 330.56
Credit impaired 18.81 12.86
480.77 368.84
Less : Provision for credit impaired 18.81 12.86
461.96 355.98

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Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

a) No trade receivables are due from directors or other officers of the Company either severally or jointly with any other
person. Nor any trade receivables are due from firms or private companies respectively in which any director is a partner, a
director or a member.

b) Trade receivables are generally non-interest bearing.

c) Trade Receivables include due from related parties H 0.11 crores (March 31, 2023: H 0.22 crores) (Refer note 34).

d) Ageing required as per schedule III is provided in note no. 46.

10. Cash and cash equivalents

As at As at
March 31, 2024 March 31, 2023
Balances with banks:
- Current accounts 23.18 63.19
Cash on hand - -
Deposits with original maturity for less than 3 months 42.51 100.45
65.69 163.64

Note: There are no repatriation restrictions with regards to cash and cash equivalents as at the end of the reporting period and
prior periods.

The undrawn committed borrowing facilities as of reporting date is H Nil (31 March 2023 H Nil)

Changes in liabilities arising from financing activities


i. For the year ended March 31, 2024

Total liabilities
Lease Long Term Short Term
from financing
Liabilities Borrowings Borrowings
activities
Balance as at March 31, 2023 87.15 - 10.10 97.25
Addition on account of new leases during the year (refer note 37) 33.80 - - 33.80
Deletion on account of termination of leases during (8.04) - - (8.04)
the year (refer note 37)
Cash Flows (22.20) - 10.77 (11.43)
Interest Expense 6.88 - 0.29 7.17
Interest Paid (6.88) - (0.29) (7.17)
Balance as at March 31, 2024 90.71 - 20.87 111.58

ii. For the year ended March 31, 2023

Total liabilities
Lease Long Term Short Term
from financing
Liabilities Borrowings Borrowings
activities
Balance as at March 31, 2022 52.82 - 14.72 67.54
Addition on account of new leases during the year (refer note 37) 61.53 - - 61.53
Deletion on account of termination of leases during (8.07) - - (8.07)
the year (refer note 37)
Cash flows (19.13) - (4.62) (23.75)
Interest Expense 5.44 - 0.72 6.16
Interest Paid (5.44) - (0.72) (6.16)
Balance as at March 31, 2023 87.15 - 10.10 97.25

210
Notes to the fina ncial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

10(a). Other bank balances

As at As at
March 31, 2024 March 31, 2023
Unclaimed dividend * 0.64 0.58
0.64 0.58
* Company can utilise the balance only towards settlement of unclaimed dividend.

11. Tax asset (Net)

As at As at
March 31, 2024 March 31, 2023
Non Current
Advance payment of income tax and tax deducted at source (net of provisions) - 10.15
Current
Advance payment of income tax and tax deducted at source (net of provisions) 1.70 11.86
Total 1.70 22.01

12. Equity Share Capital

As at March 31, 2024 As at March 31, 2023


No. in Crores Amount No. in Crores Amount
Authorized share capital 25.00 25.00 25.00 25.00
Issued, subscribed and fully paid-up 21.34 21.34 21.28 21.28
21,33,65,899 equity shares of H 1/- each
(March 31, 2023: 21,27,85,578 equity shares of H 1/- each)
21.34 21.34 21.28 21.28

a) Rights, preferences and restrictions attached to shares


The Company has only one class of equity shares having par value of H 1 per share. Each holder of equity shares is entitled to one
vote per share. The Company declares and pays dividend in Indian rupees. The dividend, if proposed by the Board of Directors,
is subject to the approval of the shareholders in the Annual General Meeting, except in case of interim dividend.

In the event of liquidation of the Company, the equity shareholders are eligible to receive the remaining assets of the Company
after distribution of all preferential amounts, in proportion to their shareholding.

b) Details of Shares held by promoters at the end of the year

As at March 31, 2024 As at March 31, 2023 % Change


Promoter name % of total % of total during
No. in Crores No. in Crores
shares shares the year
Central India Industries Limited 5.26 24.63% 5.26 24.70% -
Shekhavati Investments and Traders Limited 1.28 6.02% 1.28 6.04% -
Amita Birla 0.03 0.15% 0.03 0.15% -
Nirmala Birla 0.34 1.59% 0.34 1.60% -
Avanti Birla 0.01 0.06% 0.01 0.06% -
Avani Birla 0.01 0.06% 0.01 0.06% -
Chandra Kant Birla 0.35 1.63% 0.35 1.64% -
Amer Investments(Delhi) Limited 0.14 0.67% 0.14 0.67% -

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Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

As at March 31, 2024 As at March 31, 2023 % Change


Promoter name % of total % of total during
No. in Crores No. in Crores
shares shares the year
Hindusthan Discounting Company Limited 0.23 1.08% 0.23 1.09% -
National Engneering Industries Limited 0.05 0.25% 0.05 0.25% -
Jaipur Finance And Dairy Products Pvt.Ltd 0.02 0.10% 0.02 0.10% -
India Silica Magnesite Works Limited 0.02 0.09% 0.02 0.09% -
Universal Trading Company Limited 0.09 0.43% 0.09 0.43% -
Rajasthan Industries Limited 0.07 0.32% 0.07 0.32% -
Ashok Investment Corporation Limited 0.07 0.32% 0.07 0.32% -
Gwalior Finance Corporation Limited 0.17 0.79% 0.17 0.80% -
Bengal Rubber Company Limited 0.02 0.09% 0.02 0.09% -

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders
regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

c) Aggregate number of shares bought back, or issued as fully paid up pursuant to contract without payment being
received in cash or by way of bonus shares during the period of five years immediately preceding the date of
Balance sheet:

No. in crores
March 31,2023 March 31,2022 March 31,2021 March 31, 2020 March 31, 2019
Equity shares issued - - - - -

13. Other equity

As at As at
March 31, 2024 March 31, 2023
Capital Reserve 0.05 0.05
General reserve
Opening balance 269.83 254.83
Additions during the year 15.00 15.00
Closing balance 284.83 269.83
Securities premium
Opening balance 12.75 -
Add: Exercise of Employee stock options 12.29 12.75
Closing balance 25.04 12.75
Share based payment reserves (Refer note 36)
Opening balance 5.16 8.51
Additions during the year 2.51 1.93
Less: Option Vested and exercised during the year 3.99 3.90
Less: Lapsed during the year 1.13 1.38
Closing balance 2.55 5.16
Retained Earnings
Opening Balance 275.57 256.70
Add: Profit for the year 75.27 75.85
Less: Transferred to General reserve 15.00 15.00

212
Notes to the fina ncial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

As at As at
March 31, 2024 March 31, 2023
Less : Interim Equity Dividend for the year ended March 31,2024 (Amount per share 16.00 15.96
H 0.75 ( March 31, 2023: H 0.75 per share)) (Refer note 42)
Less : Final Equity Dividend (Amount per share H 0.75 for the year ended March 31, 16.00 26.52
2023 (March 31, 2022: H 1.25)) (Refer note 42)
Add: Other comprehensive income for the year, net of tax 1.28 0.50
Closing Balance 305.12 275.57
Total 617.59 563.36

Nature and description of reserve


a. Capital Reserve - The Company recognized profit or loss on cancellation of Companies own equity instruments to capital reserve.

b. General Reserve - General reserves are free reserves of the Company which are kept aside out of Company’s profits to meet
the future requirements as and when they arise.

c. Share based payment reserves - The Company has a stock option scheme under which options to subscribe for the Company’s
shares have been granted to certain executives and senior employees. The share-based payment reserve is used to recognise
the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their
remuneration. Refer to Note 36 for further details of these plans.

d. Retained Earnings - Retained earnings are the accumulated profits earned by the Company till date, less transfer to general
reserves, dividend and other distributions made to the shareholders.

e. Securities Premium - Securities premium represents premium on issue of shares. It will be utilised in accordance with the
provisions of the Companies Act, 2013.

14. Borrowings

As at As at
March 31, 2024 March 31, 2023
Current borrowings
From others (Unsecured)
Trade Acceptances 20.87 10.10
Total current borrowings 20.87 10.10
Total borrowings 20.87 10.10

Note:

1. During the year, the Company has availed the facility of Trade Acceptances on Trade Receivable Discounting System (TReDs)
and carries interest @ 6.49 % to 7.50% p.a. (March 31, 2023 carries interest @ 4.00% to 7.50% p.a.) and outstanding is repayable
within a period of 45 days from the due date.

2. Loans and Borrowing has been utilised for the purpose it has been obtained.

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Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

3. Company is having sanctioned working capital limits in excess of H5.00 crore in aggregate from banks during FY 2023-2024 on
the basis of security of current assets of the Company and all quarterly statements of current assets filed by the Company with
banks during the year are in agreement with the unaudited books of accounts except for the following quarter:
(Rs. in crores)
Value per Value per quarterly
Quarter ended
books statement filed Reasons for discrepancy
Mar 31, 2024
of account with banks
Inventories 315.06 316.60 The quarterly statements filed with banks within stipulated
Trade Payables 418.21 419.47 time, were provisional, based on the unaudited books of
Trade Receivables 472.26 487.97 account which did not include the adjustments/reclassifications
recorded by the Company at the time of preparation/finalization
of Statutory financial statements as at and for the year ended
March 31, 2024.

15. Provisions

As at As at
March 31, 2024 March 31, 2023
Non-current
Provision for gratuity (Refer note 31) 6.76 5.63
Provision for warranties 14.08 12.93
20.84 18.56
Current
Provision for leave benefits 9.93 10.04
Provision for warranties 20.53 21.10
30.46 31.14

Provision for warranties


A provision is recognised for expected warranty claims on product sold under warranty as per the technical estimates made by the
management based on historical trends. It is expected that most of this cost will be incurred over the warranty terms. The table below
gives information about movement in warranty provisions.

As at As at
March 31, 2024 March 31, 2023
Opening balance 34.03 30.78
Arisen during the year (net) 24.61 28.26
Utilized during the year (24.03) (25.01)
Closing balance 34.61 34.03

16. Deferred tax asset/(liability) (Net)


The tax of significant temporary differences that resulted in deferred income tax assets and liabilities are as follows:

As at As at
March 31, 2024 March 31, 2023
Deferred tax liability
Right of use asset 20.65 20.20
Others 0.20 0.39
Gross deferred tax liability (20.85) (20.59)

214
Notes to the fina ncial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

As at As at
March 31, 2024 March 31, 2023
Deferred tax asset
Difference between book value and tax base of Property, plant & equipments and 4.97 3.39
Intangible asset
Items disallowed under Section 43B of the Income tax Act, 1961 on payment basis 6.55 5.38
Impact of deferred revenue 2.99 3.56
Lease Liability 22.84 21.93
Provision for doubtful debts and advances 4.95 3.22
Provision for warranties 8.71 8.56
Gross deferred tax asset 51.01 46.04
Net deferred tax asset 30.16 25.45

Reconciliation of deferred tax asset/(liability)

As at As at
March 31, 2024 March 31, 2023
Opening balance 25.45 26.27
Deferred tax (charged)/credited during the year
- to the statement of profit and loss 5.16 (0.65)
- to other comprehensive income (0.45) (0.17)
Closing balance 30.16 25.45

17. Trade payables

As at As at
March 31, 2024 March 31, 2023
Trade payables including Acceptances
- total outstanding dues of micro enterprises and small enterprises (refer note 39 for 170.67 109.83
details of dues to micro enterprises and small enterprises)
- total outstanding dues of creditors other than micro enterprises and small enterprise 373.24 343.14
543.91 452.97

a) Trade payables are non-interest bearing and normally settled on 0 to 90 day terms.

b) Trade Payables include due to related parties H 7.23 crores (March 31, 2023 : H 4.70 crores) (Refer note 34).

c) Trade payables include acceptances of H 95.02 crores (March 31, 2023: H 119.20 Crores). Acceptances represent arrangements
where suppliers of goods and services are initially paid by the banks, while Company continues to recognize the liability till
settlement with the banks, which are normally effected within a period of 89 days.

d) Ageing required as per schedule III is provided in note no. 47.

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Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

18. Other financial liabilities (at amortised cost)

As at As at
March 31, 2024 March 31, 2023
Current
Payables against purchase of property, plant and equipment 14.91 12.79
Trade and other deposits received 29.44 27.90
Unpaid dividend * 0.64 0.58
44.99 41.27
* There is no amount due for payment to the Investor Education and Protection Fund under Section 125 of Companies Act, 2013 as at the year end.

19. Other liabilities

As at As at
March 31, 2024 March 31, 2023
Non current
Deferred revenue (Refer note 38) 8.65 11.17
8.65 11.17
Current
Advances from customers 15.75 8.56
Statutory dues payable 32.49 16.09
Deferred revenue (Refer note 38) 3.21 2.98
51.45 27.63

Deferred revenue

As at As at
March 31, 2024 March 31, 2023
Opening balance 14.15 16.33
Arisen during the year 0.52 0.37
Recognized during the year (2.81) (2.55)
Closing balance 11.86 14.15

20. Current tax liabilities (Net)

As at As at
March 31, 2024 March 31, 2023
Provision for income tax (Net) 0.18 -
0.18 -

21. Revenue from operations

For the year ended For the year ended


March 31, 2024 March 31, 2023
Revenue from contracts with customers
Sale of products & services (refer note below)
Finished goods 1,373.13 1,189.55
Traded goods 1,573.90 1,443.36
Sale of services 3.59 3.15
2,950.62 2,636.06

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Notes to the fina ncial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

For the year ended For the year ended


March 31, 2024 March 31, 2023
Less: Cash discount, rebates, incentives etc. 178.74 146.90
2,771.88 2,489.16
Other operating revenue
Scrap sales 36.91 37.09
Revenue from contracts with customers - (A) 2,808.79 2,526.25
Other operating revenue - Export incentive - (B) 3.33 2.92
Revenue from operations - (A+B) 2,812.12 2,529.17

Note: Refer note 38 for disclosure of revenue from contract with customers under Ind AS 115.

22. Other income

For the year ended For the year ended


March 31, 2024 March 31, 2023
Interest income from:
Bank deposits 3.43 4.94
Unwinding of interest on security deposits 0.10 0.13
Customers and others* 3.88 6.55
Insurance and other claims 0.29 0.34
Unspent liabilities and unclaimed balances written back 4.85 9.78
Impairment allowance written back (net) - 3.88
Exchange fluctuation (net) 1.60 0.87
Gain on termination of lease contract (net) 0.78 0.49
Fair value gain on investment at fair value through profit or loss (net)** 0.49 -
Miscellaneous income 0.12 -
15.54 26.98
* It includes interest income on income tax refund amounting to H0.65 crores (March 31, 2023 :H 1.63 crores)
** Gain on fair value changes include H 0.37 crores (March 31, 2023 : Nil) as Net gain on sale of investments.

23. Cost of raw materials and components consumed

For the year ended For the year ended


March 31, 2024 March 31, 2023
Inventory at the beginning of the year 77.23 85.83
Add: Purchases and job work charges 863.86 766.58
941.09 852.41
Less: Sales 14.17 13.13
Less: Inventory at the end of the year 98.90 77.23
Cost of raw material and components consumed 828.02 762.05

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Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

24. Changes in inventory of finished goods, work in progress and traded goods

For the year ended For the year ended


March 31, 2024 March 31, 2023
Inventories at the end of the year
Work-in-progress 2.88 2.98
Finished goods 81.60 97.12
Traded goods 126.22 102.24
Scrap 0.36 0.79
211.06 203.13
Inventories at the beginning of the year
Work-in-progress 2.98 4.04
Finished goods 97.12 122.64
Traded goods 102.24 109.34
Scrap 0.79 0.29
203.13 236.31
(Increase)/ decrease in inventory (7.93) 33.18

25. Employee benefits expense

For the year ended For the year ended


March 31, 2024 March 31, 2023
Salary, wages and bonus* 237.69 175.59
Employee stock option expenses (Refer note 36) 1.38 0.55
Contribution to provident and other funds 8.92 7.37
Gratuity expenses (Refer note 31) 2.87 2.54
Staff welfare expenses 8.02 6.55
258.88 192.60

*Net off reversal of Long term performance cash incentive amounting to Nil (March 2023: H 9.61 crores as duly approved by Board of directors in meeting
dated May 12, 2023)

26. Finance costs

For the year ended For the year ended


March 31, 2024 March 31, 2023
Interest:
- on debts and borrowings 0.29 0.18
- on lease liability (Refer note 37) 6.88 5.44
- on Security Deposits, Advances and Others 3.45 3.19
Bill Discounting 8.42 9.86
Other finance charges 4.22 3.48
23.26 22.15

27. Depreciation and amortization expense

For the year ended For the year ended


March 31, 2024 March 31, 2023
Depreciation on property, plant & equipment (Refer note 3) 28.19 26.62
Depreciation on Right of use assets(Refer note 37) 24.77 21.33
Amortization of intangible assets (Refer note 4) 6.06 5.55
59.02 53.50

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Notes to the fina ncial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

28. Other expenses

For the year ended For the year ended


March 31, 2024 March 31, 2023
Consumption of stores and spares 5.71 6.67
Power and fuel 11.43 10.16
Freight charges 82.01 69.82
Rent and hire charges 6.31 3.04
Rates and taxes 2.84 0.53
Expense towards Extended producer responsibility (EPR) [Refer note 33(c)(3)] 18.60 -
Insurance 1.55 1.26
Repairs and maintenance
Plant and machinery 2.17 2.60
Buildings 1.20 0.85
Others 1.29 0.55
Advertising and sales promotion 134.97 108.96
Commission on sales 6.36 3.81
Payment to auditors
Audit fee (including limited review) 0.59 0.59
Tax audit fee 0.06 0.06
Other services 0.01 0.01
Reimbursement of expenses 0.10 0.07
Warranty and claims (net) 24.61 28.26
Travelling and conveyance 27.32 20.74
Professional and consultancy charges 57.24 49.86
Bad debts written off 0.03 0.24
Development Expense 1.96 2.29
Carrying & forwarding charges 18.86 17.15
Advances written off (net of reversals) - 0.04
Director’s sitting fees 0.63 0.63
Director’s commission 0.76 1.00
Provision for doubtful debts and advances 6.84 -
Loss on sale of property, plant & equipment (net) 1.17 0.37
Expenditure towards corporate social responsibility (CSR) activities (Refer note 43) 2.95 2.81
Miscellaneous expenses 34.35 29.41
451.92 361.78

29. Income tax

For the year ended For the year ended


March 31, 2024 March 31, 2023
a) Income tax expense in the Statement of Profit and Loss comprises:
Current tax 28.86 25.44
Adjustment of tax relating to earlier years (2.71) -
Deferred tax charge/(credit) (5.16) 0.65
Income tax expense reported in the Statement of Profit and Loss 20.99 26.09
b) Other comprehensive income
Re-Measurement gains/(losses) on defined benefit plans (0.45) (0.17)
Income tax related to items recognised in OCI during the year: (0.45) (0.17)

Entire deferred income tax for the year ended March 31, 2024 and March 31, 2023 relates to origination and reversal of
temporary differences.

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Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

A reconciliation of the income tax provision to the amount computed by applying the statutory income tax rate to the income before
income taxes is summarized below:

For the year ended For the year ended


March 31, 2024 March 31, 2023
Profit before income tax 96.26 101.94
Enacted income-tax rate in India 25.17% 25.17%
Computed expected tax expense 24.23 25.66
Impact of Tax on capital gain at lower rate (1.18) -
Adjustment of tax relating to earlier periods (2.71) -
Corporate social responsibility expense 0.74 0.71
Others (0.09) (0.28)
Income tax expense at effective tax rate 20.99 26.09

30. Earnings per share (EPS)


The following table reflects the profit and share data used in the basic and diluted EPS computations:

March 31, 2024 March 31, 2023


Profit attributable to the equity shareholders of the Company used for calculation of 75.27 75.85
basic and diluted EPS
75.27 75.85
Basic earning per share
Weighted average number of equity shares used in calculating basic EPS 21.33 21.26
Basic Earnings per equity share (Nominal value of share J 1) 3.53 3.57
Diluted earning per share
Weighted average number of equity shares used in calculating basic EPS 21.33 21.26
Effect of Dilution
Share options (No. of options in crores) 0.02 0.05
Weighted average number of equity shares outstanding (Nos.) during the year adjusted 21.35 21.31
for the effect of dilution
Diluted Earnings per equity share (Nominal value of share H 1) 3.53 3.56

31. Employee benefits


A. Defined Benefit Schemes
Gratuity
The Company has a defined benefit gratuity plan. The gratuity plan is governed by The Payment of Gratuity Act, 1972. The
scheme is funded with an insurance company in the form of qualifying insurance policy.

Every employee is entitled to a benefit equivalent to fifteen days’ salary last drawn for each completed year of service in
line with the Payment of Gratuity Act, 1972. The same is payable at the time of separation from the Company or retirement,
whichever is earlier. The benefits vest after five years of continuous service.

The following tables summarises the components of net benefit expense recognized in the Statement of Profit & Loss and the
funded status and amounts recognised in the balance sheet for the plan :

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Notes to the fina ncial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

i. Present Value of Defined Benefit Obligation

March 31, 2024 March 31, 2023


Obligations at beginning of the year 17.58 16.68
Current service cost 2.39 2.33
Interest expense 1.29 1.07
Amount recognised in profit or loss 3.67 3.40
Remeasurements
Actuarial (gain) / loss from change in demographic assumption (0.31) -
Actuarial (gain) / loss from change in financial assumption 0.12 (0.78)
Experience (gains)/losses (1.77) 0.15
Amount recognised in other comprehensive income (1.96) (0.63)
Benefits paid (4.29) (1.87)
Obligations at year end 15.00 17.58

ii. Fair Value of Plan Assets

March 31, 2024 March 31, 2023


Plan assets at beginning of the year, at fair value 11.95 12.92
Interest income 0.87 0.83
Amount recognised in profit or loss 0.87 0.83
Remeasurements
Return on plan assets, excluding amount recognised in interest income (0.23) 0.05
Amount recognised in other comprehensive income (0.23) 0.05
Employers contribution 0.02 0.02
Benefits paid (4.29) (1.87)
Plan assets at year end, at fair value 8.33 11.95

iii. Assets and Liabilities recognized in the Balance Sheet

March 31, 2024 March 31, 2023


Present value of defined benefit obligation 15.00 17.58
Fair value of plan assets 8.33 11.95
Net (asset) / liability 6.68 5.63

Note: Provision for gratuity in Note 15 is inclusive of H 0.08 crore (March 31,2023 - H Nil) for branch's employee.

iv. Defined benefit obligations cost for the year

March 31, 2024 March 31, 2023


Amount recognised in profit and loss account
Service cost 2.39 2.33
Interest cost (Net) 0.41 0.24
Amount recognised in other comprehensive income
Actuarial (gain)/loss (1.73) (0.67)
Net benefit expense 1.07 1.90

Note: Gratuity expense in Note 25 is including expense off H 0.07 crore (March 31, 2023 - H (0.03) Crore) for branch’s employee.

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Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

v. Investment details of Plan Assets

The details of investments of plan assets are as follows:

March 31, 2024 March 31, 2023


Investments with insurer 100% 100%

vi. Actuarial assumptions:

March 31, 2024 March 31, 2023


Discount rate 7.15% 7.30%
Expected rate of return on assets 7.15% 7.30%
Future salary increases 9.00% 9.00%
Withdrawal rate
Upto 45 years 18.00% 15.00%
Above 45 years 18.00% 15.00%
Retirement Age (Years) 58 58

Note: The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,
promotion and other relevant factors, such as supply and demand in the employment market.

vii. Expected Contribution to the Fund in the next year

March 31, 2024 March 31, 2023


Gratuity 9.16 7.86
9.16 7.86

viii. Maturity profile of the defined benefit obligation (undiscounted amount)

Expected benefit payments for the period ended 0-1 year 2-5 years Above 5 years Total
March 31, 2024 2.99 9.08 9.85 21.92
March 31, 2023 3.73 10.41 12.14 26.28

The weighted average duration of the defined benefit obligation as at March 31, 2024 is 4 years (March 31, 2023: 5 years).

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable
to the period over which the obligation is to be settled.

ix. A quantitative sensitivity analysis for significant assumptions is as below:

March 31, 2024 March 31, 2023


Assumptions
Discount rate Discount rate
Sensitivity level
1% increase 1% decrease 1% increase 1% decrease
(Decrease)/Increase in gratuity defined benefit obligation (0.66) 0.72 (0.79) 0.86

Assumptions Future salary increase Future salary increase


Sensitivity level 1% increase 1% decrease 1% increase 1% decrease

(Decrease)/Increase in gratuity defined benefit obligation 0.70 (0.65) 0.84 (0.79)

Above sensitivity analysis is based on a change in assumption while holding all the other assumptions constant. In practice,
this is unlikely to occur, and change in some of the assumptions may be correlated. When calculating the sensitivity of

222
Notes to the fina ncial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit
obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when
calculating the defined benefit liability recognised in balance sheet.

x. Risk exposure
The gratuity scheme is a final salary Defined Benefit Plan that provides for lump sum payment made on exit either by way
of retirement, death, disability or voluntary withdrawal. The benefits are defined on the basis of final salary and the period
of service and paid as lump sum at exit. Valuations are based on certain assumptions, which are dynamic in nature and vary
over time. As such company is exposed to various risks as follow :

a) Interest rate risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result
in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value
of the liability.

b) Salary inflation risk: Higher than expected increases in salary will increase the defined benefit obligation.

c) Investment risk: If Plan is funded then assets liabilities mismatch and actual investment return on assets lower than the
discount rate assumed at the last valuation date can impact the liability.

d) Demographic risk: This is the risk of variability of results due to unsystematic nature of decrements that include
mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is
not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria .

e) Liquidity risk: This is the risk that the Company is not able to meet the short-term gratuity pay outs. This may
arise due to non availability of enough cash/cash equivalent to meet the liabilities or holding of illiquid assets not
being sold in time.

f) Regulatory risk: Gratuity benefits paid in accordance with the requirements of the Payment of Gratuity Act,1972 (as
amended from time to time).There is a risk of change in regulations requiring higher gratuity pay-outs (e.g. Increase
in the maximum limit on gratuity of H 20,00,000).

B. Defined Contribution Plan :


The Company deposits an amount determined at a fixed percentage of basic pay every month to the State administered
Provident Fund, Employee State Insurance (ESI) and Superannuation Fund for the benefit of the employees.

Amount recognised in the statement of profit or loss is as follows:

March 31, 2024 March 31, 2023


Contribution to provident / pension funds 8.73 6.97
Contribution to superannuation fund 0.19 0.40
8.92 7.37

32. Capital and other commitments

March 31, 2024 March 31, 2023


Estimated amount of contracts remaining to be executed on capital account and not 16.17 79.98
provided for (net of advances)
Bank guarantee provided against performance obligation under contracts 62.75 61.67
with customer

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Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

33. Contingent liabilities

March 31, 2024 March 31, 2023


A. Demands/claims by various Government authorities and others not
acknowledged as debts and contested/to be contested by the Company:
1. Excise and Custom Duty1 1.64 1.64
2. Sales Tax (incl. GST & entry tax)2 5.29 6.37
3. Worker compensation under dispute3 1.09 0.21
4. Entry tax4 Amount Unascertainable
5. Environment Compensation (paid 50% demand under protest)5 0.11 0.48
6. Export Promotion Capital Goods (EPCG)6 1.36 0.27
9.49 8.97

Notes :-

The demand raised by the tax authorities is mainly towards disallowance of availment of CENVAT credit and classification of product in different tax buckets.
1

2
The demands raised by the tax authorities are mainly towards enhancement of turnover due to certain disallowances, and local sales tax demand upon completion
of assessment and various other miscellaneous cases raised by the respective state authorities. Entry Tax (West Bengal) - In respect to litigation towards Entry
tax (West Bengal), in current year, the company has opted for Settlement of dispute scheme, 2023 (West Bengal), whereby the demand against Entry Tax for
FY 2013-14 to FY 2017-18 has been settled. As part of scheme, H 1.69 crores has been paid against the total demand of H 4.96 crores (including interest of H 1.56
crores) and balance liability recorded in books of accounts amounting to H 1.73 crores has been written back.
3
In the year 2017, upon closure of CFL unit at Faridabad, Haryana the Company had transferred 13 employees from Faridabad to different office locations of
Company. The workers, challenged their transfer and termination before Industrial Tribunal-cum-Labour Court -III, Faridabad (Haryana), which passed an order on
April 30, 2024 under section 10(1)(c) of Industrial Dispute Act awarding reinstatement and payment of back wages for 13 erstwhile workers who were in litigation
with the Company. As per impugned award, total back wages for these 13 persons at the rate of 50% of their last drawn wages amounts to H 0.98 crores is to be
paid by the Company. The Company is in the process of filing appeal/writ petition against this order in the High Court of Punjab and Haryana. Management believes
that the ultimate outcome of this proceeding will not have a material impact on the Company’s financial position.
4
Entry Tax (Haryana) - Supreme Court of India vide its order dated Nov 11, 2016, upheld the right of State Government to impose the entry tax, however on the
question regarding validity of each State Legislation imposing entry tax, the bench decided to let the issue be determined by regular High Court benches of the
respective states. Pending decision of High Court of Punjab & Haryana, the impact, if any, is not ascertainable at this stage and hence no provision is considered
in the financial statements.
5
In the year 2021, Company had received a demand from Haryana State Pollution Control Board (HSPCB) stating that alleged discharge from its Faridabad factory
was in violation of the consent limits/ prescribed standards. The Company challenged the demand in High Court of Punjab and Haryana. The matter has been
disposed of, directing HSPCB to reconsider the submission of Company under the modified policy of HSPCB. In current year, HSPCB has reduced the demand
towards environment compensation as per its modified policy from H 0.48 crore to H 0.11 Crore.
However, in view of the aforesaid demand raised by HSPCB, prosecution proceedings were initiated by HSPCB before the Magistrate Court, Faridabad, wherein
summons were served on the Company and its directors. The summons have been challenged by the Company in High Court of Punjab and Haryana and the same
is stayed by the Hon'ble court and is currently pending adjudication.
6
The Company has pending export obligation on account of import duty exemption of H 1.36 crores (March 31, 2023:H 0.27 crores) on capital goods imported under
the Export Promotion Capital Goods (EPCG). The Company expects to fulfil the obligation in due course of time.

No expenses has been accrued in the financial statements for the demands raised. Management believes that the ultimate
outcome of this proceeding will not have an adverse impact on the Company’s financial position and results of operation.

B. Other Litigations
1. During the earlier years, the Company had initiated legal action against Orient General Agencies (Bombay) Pvt Ltd (“OGA”)
and Apollo Supply Chain Private Limited (formerly Alco Logistics Private Limited) (“Apollo”) for recovery of outstanding
amount against which impairment allowance of H 14.07 crores was already considered in books of accounts.

During the previous year ended March 31, 2023, Company, OGA and Apollo have made out of Court settlement of all
the disputes between them and as per the terms of settlement OGA and Apollo have paid amount of H 3 crores and
H 2.75 crores respectively as a full and final settlement towards recoveries under invoices raised against OGA as well as

224
Notes to the fina ncial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

satisfaction of all damages, losses and claims raised by Company and counter claims by OGA and Apollo, in various courts
across the country and thereby, all litigations filed by respective parties stands withdrawn/closed. Accordingly, an amount
of H 8.32 crores of trade receivables was adjusted against impairment allowance of H 14.07 crores and amount of H 5.75
crores was considered as 'Other income' in the financial statement for the year ended March 31, 2023.

2. In respect of Kolkata plant where a portion of land (about 2 bigha) was taken on sub-lease by the Company, lease agreement
between owners of the said land and principal lessee expired in 1975. The owners filed eviction proceedings against the
principal lessee in 1976 and the suit was decided in favour of the owners in Mar, 2007. The Company appealed against the
same and vide interim order in May, 2007, the order of eviction and execution proceedings pursuant to decree were since
stayed by Appellate Court, pending outcome of the appeal. However, pursuant to application by owners, the Court directed
the Company to deposit of H 60,000 p.m. w.e.f. 26th Mar, 2018 as occupational charges, which continues to be disclosed
as ‘deposit’ under Note 5 of the financial statements. The appeal is currently at the final hearing stage by the Fast Track
Court at Sealdah. Based on expert legal assessment, management believes that no liability needs to be accrued for rental
expenses or decommissioning liabilities in the financial statements at this stage.

3. Other than above, the Company has certain litigations under Section 138 of Negotiable Instruments Act, 2018 and trade
receivables against these cases has been provided for.

4. During the earlier year, two separate orders were passed by Hon’ble High Court of Delhi for alleged design infringement,
where in one of the case, the Court had issued restraining order on the manufacturing, marketing, and selling of specific
model of fans category by the Company and proceedings are in progress and the matter is subjudice.

Further, during the year, in respect to another matter, Company and other party through process of Mediation, have made
out of court settlement of all the disputes between them and as per the terms of settlement, all claims and counter claims
between Company and other party has been withdrawn.

The management, including its legal advisors, believes that the ultimate outcome of these proceedings will not have an
adverse impact on the Company's financial position and results of operation.

C. Others
1. There are numerous interpretative issues relating to the Supreme Court judgement dated February 28, 2019 on Provident
Fund (PF) on the inclusion of allowances for the purpose of PF contribution as well as its applicability of effective date. The
Company is evaluating regarding various interpretative issues and its impact for the period before February 28, 2019.

2. The Code on Social Security, 2020 (‘code’) relating to employee benefits during employment and post-employment benefits
received Presidential assent in September 2020. The code has been published in the Gazette of India. However, the date
on which the code will come into effect has not been notified and the final rules/interpretation have not yet been issued.
The Company will assess the impact of the code when it comes into effect and will record any related impact in the period
the code and the related rules to determine the financial impact becomes effective.

3. The E-Waste (Management) Rules, 2022 issued by CPCB become applicable on the Company with effect from April 1, 2023.
In respect to same, Company has obtained the EPR authorisation under E-Waste (Management) Rules, 2022 from CPCB as
a Producer for certain category of products listed under the Schedule I of E-waste Rules and has partnered with third-party
waste management organizations for collection and disposal of e-waste. In the current year, the Company, , has computed
its obligation on the past sales whose product life has expired in the current year amounting to H 18.60 crores which has
been recognized in these financial statements. The said obligation is based on the management's best estimates, and no
further liability is anticipated to devolve upon the Company in this regard.

Further as per the expert opinion obtained, the Company will have an obligation to complete the Extended Producer
Responsibility targets in future years if it continues to remain market participant.

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Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

34. Related party transactions


I. List of Related parties
A) Investing Company
i. Central India Industries Limited

B) Public limited company in which director or manager is a director and holds along with his relatives, more than two
percent of its paid up share capital
i. Orient Paper and Industries Limited
ii. Orient Cement Limited

C) Members of the Board of Directors / Key management personnel (KMP)


i. Chairman and Non-Executive Director
a) Mr. C.K. Birla

ii. Managing Director & CEO


a) Mr. Rakesh Khanna (upto April 03, 2023)
b) Mr. Rajan Gupta (W.e.f. April 04, 2023 and upto July 14, 2023)
c) Mr. Desh Deepak Khetrapal, Vice Chairman and Managing Director (w.e.f. July 15, 2023)

iii. Other Non-Executive Directors


a) Mr. Desh Deepak Khetrapal, Non-Executive Vice Chairman (upto July 14, 2023)
b) Mr. TCA Ranganathan, Independent director
c) Mr. K. Pradeep Chandra, Independent director
d) Ms. Alka Marezban Bharucha, Independent director
e) Mr. Raju Lal, Independent director (w.e.f. October 11, 2023)

iv) Chief Financial Officer


a) Mr. Saibal Sengupta

v) Company Secretary
a) Mr. Hitesh Kumar Jain

D) Relative of Member of Board of Directors/KMP*


i. Ms. Nirmala Birla
ii. Ms. Amita Birla
iii. Ms. Avani Birla
iv. Ms. Avanti Birla

*Holding more than 2% of paid-up share capital in the Company alongwith Mr. C.K. Birla

E) Post employment benefit plans


i. Birla Industries Provident Fund
ii. Orient Electric Limited-Employees Gratuity Fund
iii. Orient Electric Limited-Employees Superannuation Fund

226
Notes to the fina ncial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

F) Other Related entities


i. CK Birla Corporate Services Limited
ii. Birlasoft Limited
iii. National Engineering Industries Limited
iv. GMMCO Limited
v. AVTEC Limited
vi. HIL Limited
vii. CK Birla Healthcare Private Limited

II. Related party transactions and balances


The details of related parties transactions entered into by the Company for the year ended March 31, 2024 and March 31, 2023, and
the details of amounts due to or due from related parties as at March 31, 2024 and March 31, 2023 are as follows:

Public limited
company in which Relative of
Board of
director or manager Member of
Directors/
is a director and a Board of Post
Investing Key
holds along with his Director/KMP employment Others Total
Company management
relatives, more than (having 2% benefit plans
Particulars personnel
two percent of shareholding in
(KMP)
its paid up share the Company)
capital
March March March March March March March March March March March March March March
31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31,
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Transactions during
the year
Sale of goods/ (Return)
Orient Paper & - - 0.76 0.51 - - - - - - - - 0.76 0.51
Industries Limited
Orient Cement Limited - - 0.04 0.11 - - - - - - - - 0.04 0.11
National Engineering - - - - - - - - - - 0.00 - 0.00 -
Industries Limited
GMMCO Limited - - - - - - - - - - 0.02 0.08 0.02 0.08
AVTEC Limited - - - - - - - - - - - - - -
HIL Limited - - - - - - - - - - - 0.00 - 0.00
CK Birla Healthcare - - - - - - - - - - - 0.00 - 0.00
Private Limited
Mr. Rakesh Khanna - - - - 0.00 0.00 - - - - - - 0.00 0.00
Mr. Saibal Sengupta - - - - - - - - - - - - - -
Ms. Avani Birla - - - - - 0.00 0.00 - - - - 0.00 0.00
Purchase of goods
GMMCO Limited - - - - - - - - - - 0.11 0.99 0.11 0.99
Rent
Orient Paper & - - 0.28 0.28 - - - - - - - - 0.28 0.28
Industries Limited
Professional and
Consultancy Services
CK Birla Corporate - - - - - - - - - - 10.56 7.48 10.56 7.48
Services Limited
Birlasoft Limited - - - - - - - - - - 2.96 2.47 2.96 2.47
(IT Consultancy)
Miscellaneous
expenses
CK Birla Corporate - - - - - - - - - - 0.22 0.77 0.22 0.77
Services Limited

227
O ri ent Elect ric L imited | A n n u al R epor t 2023-24

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

Public limited
company in which Relative of
Board of
director or manager Member of
Directors/
is a director and a Board of Post
Investing Key
holds along with his Director/KMP employment Others Total
Company management
relatives, more than (having 2% benefit plans
Particulars personnel
two percent of shareholding in
(KMP)
its paid up share the Company)
capital
March March March March March March March March March March March March March March
31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31,
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Contribution to fund
Birla Industries - - - - - - - - 2.04 1.92 - - 2.04 1.92
Provident Fund
Employee benefit
expenses (Refer note 1
and 3 below)
Ms. Avani Birla - - - - - - 2.51 1.11 - - - - 2.51 1.11
Director's sitting fees &
commission
Mr. C.K. Birla - - - - 0.39 0.45 - - - - - - 0.39 0.45
Mr. TCA Ranganathan - - - - 0.30 0.32 - - - - - - 0.30 0.32
Mr. K Pradeep Chandra - - - - 0.29 0.27 - - - - - - 0.29 0.27
Ms. Alka Marezban - - - - 0.27 0.29 - - - - - - 0.27 0.29
Bharucha
Mr. Desh Deepak - - - - 0.05 0.31 - - - - - - 0.05 0.31
Khetrapal
Mr. Raju Lal - - - - 0.10 - - - - - - - 0.10 -
Dividend Paid
Central India 7.88 10.51 - - - - - - - - - - 7.88 10.51
Industries Limited
National Engineering - - - - - - - - - - 0.08 0.11 0.08 0.11
Industries Limited
Mr. C.K. Birla - - - - 0.52 0.70 - - - - - - 0.52 0.70
Ms. Nirmala Birla - - - - - - 0.51 0.68 - - - - 0.51 0.68
Ms. Amita Birla - - - - - - 0.05 0.07 - - - - 0.05 0.07
Ms. Avani Birla - - - - - - 0.02 0.03 - - - - 0.02 0.03
Ms. Avanti Birla - - - - - - 0.02 0.03 - - - - 0.02 0.03
Mr. Rakesh Khanna - - - - - 0.02 - - - - - - - 0.02
Mr. Saibal Sengupta - - - - 0.02 0.01 - - - - - - 0.02 0.01
Mr. Hitesh Kumar Jain - - - - 0.00 0.00 - - - - - - 0.00 0.00
Balances outstanding
Trade receivables*
Orient Paper & - - 0.10 0.09 - - - - - - - - 0.10 0.09
Industries Limited
Orient Cement Limited - - 0.01 0.13 - - - - - - - - 0.01 0.13
CK Birla Healthcare - - - 0.00 - - - - - - - - - 0.00
Private Limited
Mr. Rakesh Khanna - - - - 0.00 - - - - - - - 0.00 -
Trade payables*
CK Birla Corporate - - - - - - - - - - 4.52 1.95 4.52 1.95
Services Limited
GMMCO Limited - - - - - - - - - - 0.03 0.13 0.03 0.13
Birlasoft Limited - - - - - - - - - - 0.47 0.74 0.47 0.74
Mr. C.K. Birla - - - - 0.32 0.37 - - - - - - 0.32 0.37
Mr. TCA Ranganathan - - - - 0.14 0.17 - - - - - - 0.14 0.17
Mr. K Pradeep Chandra - - - - 0.12 0.14 - - - - - - 0.12 0.14

228
Notes to the fina ncial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

Public limited
company in which Relative of
Board of
director or manager Member of
Directors/
is a director and a Board of Post
Investing Key
holds along with his Director/KMP employment Others Total
Company management
relatives, more than (having 2% benefit plans
Particulars personnel
two percent of shareholding in
(KMP)
its paid up share the Company)
capital
March March March March March March March March March March March March March March
31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31,
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Ms. Alka Marezban - - - - 0.12 0.14 - - - - - - 0.12 0.14
Bharucha
Mr. Raju Lal - - - - 0.06 - - - - - - - 0.06 -
Mr. Desh Deepak - - - - 0.39 0.19 - - - - - - 0.39 0.19
Khetrapal
Ms. Avani Birla - - - - - - 0.52 0.23 - - - - 0.52 0.23
Mr. Rakesh Khanna - - - - - 0.39 - - - - - - - 0.39
Mr Saibal Sengupta - - - - 0.44 0.21 - - - - - - 0.44 0.21
Mr. Hitesh Kumar Jain - - - - 0.10 0.05 - - - - - - 0.10 0.05
Transactions during
the year
Key management
personnel
compensation (Refer
note 1 below)
- - - - - - - - - - - - - -
Short-term
employee benefits
Mr. Desh - - - - 2.10 - - - - - - - 2.10 -
Deepak Khetrapal
Mr. Rakesh Khanna - - - - 0.03 3.47 - - - - - - 0.03 3.47
Mr. Saibal Sengupta - - - - 2.42 2.06 - - - - - - 2.42 2.06
Mr. Rajan Gupta - - - - 2.22 - - - - - - - 2.22 -
Mr. Hitesh Kumar Jain - - - - 0.61 0.53 - - - - - - 0.61 0.53
Termination benefits - -
Mr. Rakesh Khanna - - - - 0.69 0.21 - - - - - - 0.69 0.21
Mr. Rajan Gupta - - - - 1.68 - - - - - - - 1.68 -
Share-based payment
transactions (Refer
note 2 below)
Mr. Rakesh Khanna - - - - - 0.53 - - - - - - - 0.53
Mr. Saibal Sengupta - - - - - 0.17 - - - - - - - 0.17
Long term incentive
plan (Refer note 3)
Mr. Rakesh Khanna - - - - - (1.24) - - - - - - - (1.24)
Mr. Saibal Sengupta - - - - - (0.94) - - - - - - - (0.94)

* The amounts disclosed above are inclusive of GST wherever applicable.

Note 1: The remuneration to the key managerial personnel / others does not include the provisions made for gratuity and leave
benefits, as they are determined on an actuarial basis for the Company as a whole.

Note 2: Share based payment transactions included above relates to fair value of options granted to Key Managerial Personnel under
the ESOP scheme, that is amortised in the Profit & Loss during the grant period until the Vesting of the shares as per the scheme.
(Refer Note 13c)

Note 3: Net off reversal of Long term performance cash incentive (Refer Note 25)

229
O ri ent Elect ric L imited | A n n u al R epor t 2023-24

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

35. Segment information


The segment reporting of the Company has been prepared in accordance with Ind AS-108, "Operating Segment” (specified under the
section 133 of the Companies Act 2013 (the Act) read with Companies (Indian Accounting Standards) Rule 2015 (as amended from
time to time) and other relevant provision of the Act).

Operating segments are defined as components of an enterprise for which discrete financial information so available is evaluated
regularly by Chief Operating Decision Maker (CODM), in deciding how to allocate resources and assessing performance. Accordingly,
the Company has identified two reportable business segments based on its product and services as follows:

(i) Electrical Consumer Durables – Consists of manufacture / purchase and sale of electric Fans – ceiling, portable and airflow,
along with components and accessories thereof, and Appliances- coolers, geysers and home appliances etc.

(ii) Lighting & Switchgear– Consists of manufacture / purchase and sale of Lights & Luminaries- LED, street lights etc. and
Switchgears- switches & MCB etc.

The CODM primarily uses a measure of revenue from operation and profit or loss to assess the performance of the operating segments
on monthly basis.

The Company primarily operates in India and therefore the analysis of geographical segments is demarcated into its Within India and
Outside India Operations.

Unallocated
Revenue, expenses, assets and liabilities have been identified to a segment on the basis of relationship to operating activities of
the segment. Revenue, expenses, assets and liabilities which relate to enterprise as a whole and are not allocable to a segment on
reasonable basis have been disclosed under unallocated.

Summary of segment information

March 31, 2024 March 31, 2023


A Business Segment
i Revenue from operations
Electrical Consumer Durables 1,982.75 1,751.81
Lighting & Switchgear 829.37 777.36
2,812.12 2,529.17
Less: Inter segment - -
Total revenue from operations 2,812.12 2,529.17
ii Results
Segment results
Electrical Consumer Durables 185.62 159.90
Lighting & Switchgear 116.42 116.20
Segment operating profit 302.04 276.10
Other Unallocated Income / (Expenses) (net) (208.07) (157.47)
Exceptional Item (Refer note 48) 18.68 -
Operating profit 112.65 118.63
Finance costs 16.39 16.69
Profit before tax 96.26 101.94
iii Segment Assets
Electrical Consumer Durables 902.71 667.15
Lighting & Switchgear 288.07 276.65
Segment operating assets 1,190.78 943.80
Unallocated assets:
Property, plant and equipment (including capital work-in-progress) 25.29 17.00

230
Notes to the fina ncial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

March 31, 2024 March 31, 2023


Intangible assets (including assets under development) 13.35 16.63
Right of use asset 59.15 48.56
Cash & Bank Balances 65.93 164.10
Other Non current and Current Assets 96.49 74.54
Total Assets 1,450.99 1,264.63
iv Segment Liabilities
Electrical Consumer Durables 457.04 371.02
Lighting & Switchgear 214.15 211.41
Segment operating liabilities 671.19 582.43
Unallocated liabilities:
Borrowings 20.87 10.10
Lease liabilities 64.94 53.88
Provisions 16.95 15.93
Current Liabilities 38.11 17.65
Total Liabilities 812.06 679.99
v Capital Expenditure including capital advances
Electrical Consumer Durables 146.73 111.68
Lighting & Switchgear 12.96 4.74
159.69 116.42
Other unallocated 16.27 8.31
175.96 124.73
vi Depreciation and amortisation expenses
Electrical Consumer Durables 21.22 20.34
Lighting & Switchgear 9.49 9.49
30.71 29.83
Other unallocated 28.31 23.67
59.02 53.50

B Geographical Segment
The Company primarily operates in India and therefore the analysis of geographical segments is demarcated into its Within India
and Outside India Operations.

March 31, 2024 March 31, 2023


Revenue from external customers
Within India 2,680.93 2,414.74
Outside India 131.19 114.43
2,812.12 2,529.17
Other segment information
Segment assets
Within India 1,436.29 1,240.25
Outside India # 14.70 24.38
1,450.99 1,264.63
# Represents trade receivable and branch assets outside India

Note: The Company has common property, plant & equipment for producing goods for domestic and overseas markets. Hence,
separate figures for fixed assets / additions to fixed assets have not been furnished.

231
O ri ent Elect ric L imited | A n n u al R epor t 2023-24

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

36. Share based payments


The Company has, vide special resolutions passed by postal ballot, effective from March 13, 2019, introduced and implemented ‘Orient
Electric Employee Stock Option Scheme 2019’ (“ESOP Scheme”). The terms and broad framework of the ESOP Scheme has been
approved by the Board of Directors of the Company at their meeting held on January 28, 2019. Pursuant to the provisions of Section
62(1)(b) and all other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Companies (Share Capital and
Debenture) Rules, 2014 read along with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 (SEBI ESOP Regulations), the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), the Nomination and Remuneration Committee (“Remuneration
Committee”) of the Board of Directors of the Company is authorised to implement and administer the ESOP Scheme – 2019. The ESOP
Scheme has been formulated in accordance with the SEBI ESOP Regulations.

Under the ESOP Scheme, the eligible employees shall be granted employee Stock Options in the form of Options (“Stock Options”)
which will be exercisable into equal number of equity shares of H 1/- each of the Company.

Details of the ESOP Scheme:


a) Exercise Price: Market Price of equity share as on the previous close rate on the Stock Exchange immediately preceding the
date of the grant.
b) Vesting Period :
(i) Grant 1 to 3 : 40% of options shall vest after 3 years from grant date and 60% of options shall vest after 4 years
from grant date.

(ii) Grant 4 to 6: 40% of options shall vest after 2 years from grant date and 60% of options shall vest after 3 years
from grant date.

(iiii) Grant 7: 33.33 % of options shall vest every year upto 3 years from grant date.

c) Exercise Period: 4 years post vesting.


d) Method of settlement: Equity.
e) Vesting conditions: Employee remaining in the employment of the Company during the vesting period.
In exercise of the powers, Remuneration Committee has, during the year granted a total of 11,17,387(March 31, 2023: 3,40,924) new
Stock Options to eligible employees of the Company as per ESOP Scheme- 2019, while 431,961 (March 31, 2023 : 2,20,017) Stock
Options, granted in earlier years have been lapsed on account of separation of employee from the company.

232
Notes to the financial statements
for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

Particulars of Options outstanding as on March 31, 2024 are as follows:

March 31, 2024


Grant 1 Grant 2 Grant 3 Grant 4 Grant 5 Grant 6 Grant 7
Particulars
Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting
Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-3

Outstanding Stock Options (number) - 5,80,318 - 14,485 - 99,781 53,447 80,171 82,922 1,24,384 - - - - -
at the beginning of the year
Options granted during the year - - - - - - - - - - 1,32,872 1,99,308 2,61,710 2,61,710 2,61,787
Options Lapsed during the year - - - - - 99,781 - - - - 1,32,872 1,99,308 - - -
Options vested during the year - - - 14,485 - - - - - - - - - - -
Options exercised during the year - 5,80,318 - - - - - - - - - - - - -
Options outstanding at the end of - - - - - - 53,447 80,171 82,922 1,24,384 - - 2,61,710 2,61,710 2,61,787
the year
Exercise Price 144.10 144.10 155.00 155.00 184.10 184.10 272.25 272.25 264.95 264.95 253.55 253.55 209.05 209.05 209.05
Vesting Date April 01, April 01, August August December December November November January January April 03, April 03, February February February
2022 2023 01, 2022 01, 2023 11, 2022 11, 2023 04, 2024 04, 2025 31, 2025 31, 2026 2025 2026 01, 2025 01, 2026 01, 2027

Particulars of Options outstanding as on March 31, 2023 are as follows:

March 31, 2023


Grant 1 Grant 2 Grant 3 Grant 4 Grant 5 Grant 6 Grant 7
Particulars
Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting
Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-3

Outstanding Stock Options (number) 5,33,555 8,00,335 9,656 14,485 66,521 99,781 - - - - - - - - -
at the beginning of the year
Options granted during the year - - - - - - 53,447 80,171 82,922 1,24,384 - - - - -
Options Lapsed during the year - 2,20,017 - - - - - - - - - - - - -
Options vested during the year - - 9,656 - - - - - - - - - - - -
Options exercised during the year 5,33,555 - - - 66,521 - - - - - - - - - -
Options outstanding at the end of - 5,80,318 - 14,485 - 99,781 53,447 80,171 82,922 1,24,384 - - - - -
the year
Exercise Price 144.10 144.10 155.00 155.00 184.10 184.10 272.25 272.25 264.95 264.95 - - - - -
Vesting Date April 01, April 01, August August December December November November January January - - - - -
2022 2023 01, 2022 01, 2023 11, 2022 11, 2023 04, 2024 04, 2025 31, 2025 31, 2026

233
FINANCIAL STA TE M E N T
Notes to the financial s tate me n ts
234
Notes to the financial statements
for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

Fair value of Options granted during the financial year 2023-24, has been determined using Black-Scholes model with following inputs:

March 31, 2024


Grant 1 Grant 2 Grant 3 Grant 4 Grant 5 Grant 6 Grant 7
Particulars
Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting
Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-3

Date of Grant March March July July 30, December December November November January January April 04, April 04, February February February
27, 2019 27, 2019 30, 2019 2019 11, 2019 11, 2019 03, 2022 03, 2022 30, 2023 30, 2023 2023 2023 01, 2024 01, 2024 01, 2024
Stock price on the grant date 144.10 144.10 155.00 155.00 184.10 184.10 272.25 272.25 264.95 264.95 253.55 253.55 209.05 209.05 209.05
Exercise price 144.10 144.10 155.00 155.00 184.10 184.10 272.25 272.25 264.95 264.95 253.55 253.55 209.05 209.05 209.05
Expected term (years) 5 6 5 6 5 6 4 5 4 5 4 5 4 4 4
Weighted average fair value as on 63.37 68.67 61.89 67.89 73.57 81.8 112.26 112.26 86.25 111.33 92.76 106.75 74.09 74.09 74.09
grant date
O ri ent Elect ric L imited | A n n u al R epor t 2023-24

Expected price volatility 40.60% 39.80% 35.75% 35.54% 34.35% 35.15% 38.48% 38.48% 29.21% 37.30% 36.17% 37.84% 34.24% 34.24% 34.24%
Risk free interest rate 7.03% 7.13% 6.35% 6.45% 6.66% 6.66% 7.33% 7.33% 7.16% 7.23% 7.14% 7.15% 7.01% 7.01% 7.01%
Expected dividend yield 0.69% 0.69% 0.69% 0.69% 0.69% 0.69% 0.73% 0.73% 0.75% 0.75% 0.79% 0.79% 0.72% 0.72% 0.72%

Fair value of Options granted during the financial year 2022-23, has been determined using Black-Scholes model with following inputs:

March 31, 2023


Grant 1 Grant 2 Grant 3 Grant 4 Grant 5 Grant 6 Grant 7
Particulars
Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting
Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-1 Period-2 Period-3

Date of Grant March March July 30, July 30, December December November November January January - - - - -
27, 2019 27, 2019 2019 2019 11, 2019 11, 2019 03, 2022 03, 2022 30, 2023 30, 2023
Stock price on the grant date 144.10 144.10 155.00 155.00 184.10 184.10 272.25 272.25 264.95 264.95 - - - - -
Exercise price 144.10 144.10 155.00 155.00 184.10 184.10 272.25 272.25 264.95 264.95 - - - - -
Expected term (years) 5 6 5 6 5 6 4 5 4 5 - - - - -
Weighted average fair value as on 63.37 68.67 61.89 67.89 73.57 81.8 112.26 112.26 86.25 111.33 - - - - -
grant date
Expected price volatility 40.60% 39.80% 35.75% 35.54% 34.35% 35.15% 38.48% 38.48% 29.21% 37.30% - - - - -
Risk free interest rate 7.03% 7.13% 6.35% 6.45% 6.66% 6.66% 7.33% 7.33% 7.16% 7.23% - - - - -
Expected dividend yield 0.69% 0.69% 0.69% 0.69% 0.69% 0.69% 0.73% 0.73% 0.75% 0.75% - - - - -
Notes to the fina ncial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

Summary of the expenses recognised in the statement of profit and loss:

Particulars March 31, 2024 March 31, 2023


Expenses arising from equity settled share based payment plan (net) 1.38 0.55

37. Leases
As a lessee
The Company has lease contracts for various Properties (e.g. Corporate office, Depots, Plants, Warehouse etc), leased lines, office
equipment's etc used in its operations. Leases of property generally have lease terms between 2 to 10 years. The Company's obligations
under its leases are secured by the lessor’s title to the leased assets. Generally, the Company is restricted from assigning and subleasing
the leased assets. There are several lease contracts that include extension and termination options which are further discussed below.

The Company also has certain leases of property and machinery with lease terms of 12 months or less and leases of office equipment
with low value. The Company applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases.

Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:

Leasehold
Other Total
Properties
Gross Block
As at April 01, 2022 90.71 1.99 92.70
Additions 61.53 - 61.53
Deletions (15.70) - (15.70)
As at March 31, 2023 136.54 1.99 138.53
Accumulated depreciation
As at April 01, 2022 44.24 0.81 45.05
Charge for the year 21.03 0.30 21.33
Deletion (8.13) - (8.13)
As at March 31, 2023 57.14 1.11 58.25
Net block 79.40 0.88 80.28
Gross Block
As at April 01, 2023 136.54 1.99 138.53
Additions 33.80 - 33.80
Deletions (11.62) - (11.62)
As at March 31, 2024 158.72 1.99 160.71
Accumulated depreciation
As at April 01, 2023 57.14 1.11 58.25
Charge for the year 24.47 0.30 24.77
Deletion (4.36) - (4.36)
As at March 31, 2024 77.25 1.41 78.66
Net block 81.47 0.58 82.05

Set out below are the carrying amounts of lease liabilities and the movements during the period:

March 31, 2024 March 31, 2023


Balance as at beginning of the year 87.15 52.82
Additions 33.80 61.53
Accretion of interest 6.88 5.44
Payments (29.08) (24.57)
Deletion (8.04) (8.07)
Balance as at end of the year 90.71 87.15

235
O ri ent Elect ric L imited | A n n u al R epor t 2023-24

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

March 31, 2024 March 31, 2023


Current 25.87 20.45
Non current 64.84 66.70
The maturity analysis of lease liabilities are disclosed in Note 40
The effective interest rate for lease liabilities is 7.50%, with maturity between 2024-2031
The following are the amounts recognised in profit or loss

March 31, 2024 March 31, 2023


Depreciation expense of right-of-use assets 24.77 21.33
Interest expense on lease liabilities 6.88 5.44
Expense relating to short-term leases and low value leases (included in other 6.31 3.04
expenses: Refer note 28)
Loss/(Gain) on termination of lease contracts (Net) (0.78) (0.49)

The Company had total cash outflows for leases of H 35.39 crores in March 31, 2024 (March 31, 2023: H 27.61 crores). The Company
also had non-cash additions to right-of-use assets and lease liabilities of H 33.80 crores as at March 31, 2024 (March 31, 2023:
H 61.53 crores).

The Company has several lease contracts that include extension and termination options. These options are negotiated by management
to provide flexibility in managing the leased-asset portfolio and align with the Company’s business needs. Management exercises
significant judgement in determining whether these extension and termination options are reasonably certain to be exercised.

38. Revenue from Contracts with Customers- Ind AS 115


38.1 Disaggregated revenue information
Set out below is the disaggregation of the Company’s revenue from contracts with customers:

March 31, 2024


Segment Electrical Lighting &
Total
Consumer Durables Switchgear
Type of goods and Services
Sale of fans and appliances 1,979.47 - 1,979.47
Sale of lights, circuit breakers and switches - 825.73 825.73
Sale of services - 3.59 3.59
Total revenue from contracts with customers 1,979.47 829.32 2,808.79
India 1,856.13 824.80 2,680.93
Outside India 123.34 4.52 127.86
Total revenue from contracts with customers 1,979.47 829.32 2,808.79
Timing of revenue recognition
Goods transferred at a point in time 1,979.47 822.92 2,802.39
Services transferred at a point in time on completion - 0.78 0.78
Services transferred over the period of time - 2.81 2.81
Total revenue from contracts with customers 1,979.47 826.51 2,805.98

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FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

March 31, 2023


Segment Electrical Lighting &
Total
Consumer Durables Switchgear
Type of goods and Services
Sale of fans and appliances 1,749.06 - 1,749.06
Sale of lights, circuit breakers and switches - 774.04 774.04
Sale of services - 3.15 3.15
Total revenue from contracts with customers 1,749.06 777.19 2,526.25
India 1,646.36 768.38 2,414.74
Outside India 102.70 8.81 111.51
Total revenue from contracts with customers 1,749.06 777.19 2,526.25
Timing of revenue recognition
Goods transferred at a point in time 1,749.06 774.04 2,523.10
Services transferred at a point in time on completion - 0.60 0.60
Services transferred over the period of time - 2.55 2.55
Total revenue from contracts with customers 1,749.06 777.19 2,526.25

Set out below, is the reconciliation of the revenue from contracts with customers with the amounts disclosed in the
segment information (Note 35):

March 31, 2024 March 31, 2023


Electrical Lighting & Electrical Lighting &
Consumer Durables Switchgear Consumer Durables Switchgear
Total revenue from contracts with customers 1,979.47 829.32 1,749.06 777.19
Add: Export incentive 3.28 0.05 2.75 0.17
Revenue as per segment information 1,982.75 829.37 1,751.81 777.36

38.2 Contract balances

March 31, 2024 March 31, 2023


Trade receivables (net) 472.26 371.80
Contract assets - -
Contract liabilities
Advance from customers 15.75 8.56
Deferred revenue 11.86 14.15

Trade receivables are non-interest bearing and are generally on terms of 45 to 90 days except in case of B2B tender business,
where payment are as per contractual terms.

Contract liabilities include short-term advances received from customer to deliver goods and deferred revenue pertains to
performance obligation which is yet to be delivered.

38.3 Reconciling the amount of revenue recognised in the statement of profit and loss with the contracted price

March 31, 2024 March 31, 2023


Revenue as per contracted price 3,090.42 2,805.13
Adjustments
Cash discount, rebates, incentives etc. 178.74 146.90
Sales return 107.99 134.16
Deferred revenue (net) (2.29) (2.18)
Revenue from contract with customers 2,805.98 2,526.25

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Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

38.4 The transaction price allocated to the remaining performance obligation (unsatisfied or partially unsatisfied) as
at March 31, 2024 are, as follows:

March 31, 2024 March 31, 2023


Advances from customers 15.75 8.56
Deferred revenue 11.86 14.15

Management expects that the entire transaction price allotted to the unsatisfied contract as at the end of the reporting period
will be recognised as revenue during the next financial year.

In some contracts, the Company provides warranty to the customers as per the contract. The warranty is accounted for as a
separate performance obligation and a portion of the transaction price is allocated. The performance obligation for the warranty
service is satisfied based on time elapsed.

39. Details of dues to micro enterprises and small enterprises as defined under the MSMED Act, 2006

March 31, 2024 March 31, 2023


The principal amount and the interest due thereon remaining unpaid to any
supplier as at the end of each accounting year
Principal amount due to micro enterprises and small enterprises 170.67 109.83
Interest due on above - -
170.67 109.83
The amount of interest paid by the buyer in terms of section 16 of the MSMED Act - -
2006 along with the amounts of the payment made to the supplier beyond the
appointed day during each accounting year.
The amount of interest due and payable for the period of delay in making payment - -
(which have been paid but beyond the appointed day during the year) but without
adding the interest specified under the MSMED Act 2006.
The amount of interest accrued and remaining unpaid at the end of each - -
accounting period
The amount of further interest remaining due and payable even in the succeeding - -
years, until such date when the interest dues as above are actually paid to the small
enterprise for the purpose of disallowance as a deductible expenditure under section
23 of the MSMED Act 2006

40. Financial risk management objectives and policies


The Company’s principal financial liabilities comprise loans and borrowings, and trade and other payables. The main purpose of these
financial liabilities is to finance the Company’s operations. The Company’s financial assets include trade and other receivables, cash
and cash equivalents and security deposits that derives directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company has a Risk management policy and its management
is supported by a Risk management committee that advises on risks and the appropriate financial risk governance framework for the
Company. The Risk management committee provides assurance to the Company’s management that the Company’s risk activities are
governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with
the Company’s policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which
are summarised below.

238
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FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk, such as commodity price risk and
equity price risk. Financial instruments affected by market risk include trade payables, trade receivables, borrowings, etc.

Commodity price risk


The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing manufacture of
electronic items and therefore require a continuous supply of copper and aluminium being the major input used in the manufacturing.
Due to the significantly increased volatility of the price of the Copper and aluminium, the Company has entered into various purchase
contracts for these material for which there is an active market. The Company maintain the level of these stocks as per the requirement
of businesses and market which are discussed by the management on regular basis. Company operates in the way that saving/impact
due to change in commodity price are pass on to the customers and therefore impact on profit due to change in price of commodity
is unascertainable.

Interest rate risk


The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's debt obligations with
floating interest rates. The Company’s borrowings outstanding as at March 31, 2024 comprise of fixed rate loans and accordingly, are
not expose to risk of fluctuation in market interest rate.

Foreign currency risk


The Company’s exposure to foreign currency arises where a Company holds monetary assets and liabilities denominated in a currency
different to the functional currency of that entity with Indian rupees (INR) . Set out below is the impact of a 5% change in the INR
on profit and equity arising as a result of the revaluation of the Company’s foreign currency financial instruments. The sensitivity
analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year end for
a 5% change in foreign currency rates. For a 5% strengthing/weakening of the INR against the relevant currency, there would be a
comparable negative/positive impact on the profit or equity, as applicable.

Unhedged Foreign Effect on Profit


March 31, 2024 Change in rate
Currency (Net) before Tax
INR vs USD 5% 7.71 Trade receivable (gain) 0.39
INR vs AED 5% - Trade receivable (gain) -
INR vs EURO 5% - Trade receivable (gain) -
INR vs USD 5% 15.99 Trade payable (loss) 0.80
INR vs EURO 5% - Trade payable (loss) -

Unhedged Foreign Effect on Profit


March 31, 2023 Change in rate
Currency (Net) before Tax
INR vs USD 5% 4.93 Trade receivable (gain) 0.25
INR vs AED 5% 10.99 Trade receivable (gain) 0.55
INR vs EURO 5% 0.48 Trade receivable (gain) 0.02
INR vs USD 5% 10.52 Trade payable (loss) 0.53
INR vs EURO 5% 0.01 Trade payable (loss) 0.00

Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a
financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables).

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Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

Financial instruments and cash deposits


Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with
the Company’s policy. Investments of surplus funds are made in the bank deposits and overnight debt mutual funds. The limits are set
to minimize the concentration of risks and therefore mitigate financial loss through counter party’s potential failure to make payments.

The Company’s maximum exposure to credit risk for the components of the balance sheet at March 31, 2024 and March 31, 2023
is the carrying amounts . Trade Receivables and other financial assets are written off when there is no reasonable expectation of
recovery, such as debtor failing to engage in the repayment plan with the Company. The Company’s maximum exposure relating to
financial assets is noted in liquidity table below.

March 31, 2024 March 31, 2023


Financial assets for which allowance is measured using 12 months Expected
Credit Loss Method (ECL)
Cash and other bank balances 66.33 164.22
Other non current financial assets 17.62 14.80
Other current financial assets 3.12 2.18
87.07 181.20
Financial assets for which allowance is measured using Life time Expected Credit
Loss Method (ECL)
Trade receivables (net) 461.96 371.80
461.96 371.80

Balances with banks is subject to low credit risks due to good credit ratings assigned to these banks.

The following table summarizes the change in loss allowance measured using the life time expected credit loss model:

March 31, 2024 March 31, 2023


At the beginning of year 12.86 25.06
Net impairment allowance created/(reversed) during the year 5.95 (3.88)
Bad debts written off during the year - 8.32
At the end of year 18.81 12.86

Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations or at a reasonable price. The
Company's treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and
policies related to such risks are overseen by senior management. Management monitors the Company's net liquidity position through
rolling forecasts on the basis of expected cash flows.

The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash credits, bank
loans among others.

Maturity profile of Financial liabilities


The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on
contractual undiscounted payments.

Financial Liabilities 0-1 year 2-5 year Above 5 years Total


March 31, 2024
Borrowings 20.87 - - 20.87
Lease liabilities 25.87 60.76 4.08 90.71
Trade Payables 543.91 - - 543.91
Other current financial liabilities 44.99 - - 44.99
Total 635.64 60.76 4.08 700.48

240
Notes to the fina ncial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

Financial Liabilities 0-1 year 2-5 year Above 5 years Total


March 31, 2023
Borrowings 10.10 - - 10.10
Lease liabilities 20.45 61.28 5.42 87.15
Trade Payables 452.97 - - 452.97
Other current financial liabilities 41.27 - - 41.27
Total 524.79 61.28 5.42 591.49

41. Capital management


For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable
to the equity holders. The primary objective of the Company's capital management is to maximise the shareholder value and keep the
debt equity ratio within acceptable range.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements
of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders,
return capital to shareholders and issue new shares.

Particulars March 31, 2024 March 31, 2023


Cash and cash equivalents (Refer note 10) 65.69 163.64
Current liquid investment [Refer note 8] 37.33 -
Total (a) 103.02 163.64
Current Borrowings (Refer note 14)* 20.87 10.10
Total Borrowings (b) 20.87 10.10
Net Debt (c = b-a)** - -
Total Equity (d) 638.93 584.64
Gearing Ratio (c/d) - -
*Borrowings does not include lease liability.
**Cash & Cash equivalents and liquid investments is greater than borrowings, hence debt is considered as nil.

42. Dividend paid and proposed

Particulars March 31, 2024 March 31, 2023


Dividend declared and paid during the year
Final dividend for the year ended March 31, 2023 H 0.75 per share (March 31, 2022: 16.00 26.52
H 1.25 per share)
Interim dividend paid for the year ended March 31, 2024 H 0.75 per share (March 31, 16.00 15.96
2023: H 0.75 per share)
32.00 42.48
Proposed dividend on equity shares *
Final dividend for the year ended March 31, 2024 H 0.75 per share (March 31,2023: 16.00 15.96
H 0.75 per share)
16.00 15.96
* Proposed dividends on equity shares are subject to approval of the shareholders of the Company at the Annual General Meeting and are not recognised as a
liability as at March 31, 2024.

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Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

43. Corporate Social Responsibility


As per provisions of section 135 of the Companies Act, 2013, read alongwith the Rules made thereunder and Schedule VII thereto,
the Company has to incur at least 2% of average net profits, as per section 198 of the Companies Act, 2013, of the preceding three
financial years towards Corporate Social Responsibility (“CSR”). Accordingly, the Company has spent a sum of H 2.95 crores (March 31,
2023: H 3.02 crores) towards CSR activities as approved by the Board of Directors on the recommendations of CSR committee of the
Company. This amount has been charged to the Statement of Profit And Loss.

Year ended Year ended


Details of CSR Expenditure:
March 31, 2024 March 31, 2023
a) Gross amount required to be spent by the Company during the year 2.90 3.02

b) Amount spent during year ended:

Amount spent Amount yet to be spent


March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
(i) Construction/ acquisition of assets - - - -
(ii) On Purpose other than above 2.95 2.81 - -
Add: Utilised from excess spent in last year - 0.21 - -
Total 2.95 3.02 - -

c) Movement of Excess CSR spend

Opening Balance Closing Balance


Excess/(Utilised)
brought forward carryforward to
during the year (B)
from Previous year(A) next FY (C)=A-B
FY 2023-24 - 0.05 0.05
FY 2022-23 0.21 (0.21) -

44. Fair value measurements


Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments, other than
those with carrying amounts that are reasonable approximations of fair values:

Carrying value Fair value


Financial instruments by category
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
Financial assets (at amortised cost)
Trade Receivables (non-current) 10.30 15.82 10.30 15.82
Other Financial assets (non-current) 17.62 14.80 17.62 14.80
Trade Receivables (current) 461.96 355.98 461.96 355.98
Cash and other bank balances (current) 66.33 164.22 66.33 164.22
Other Financial assets (current) 3.12 2.18 3.12 2.18
Sub-total (a) 559.33 553.00 559.33 553.00
Financial assets (at FVTPL)
Investments (Current) 37.33 - 37.33 -
Sub-total (b) 37.33 - 37.33 -
Total (a+b) 596.66 553.00 596.66 553.00

242
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FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

Carrying value Fair value


Financial instruments by category
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
Financial Liabilities (at amortised cost)
Borrowings (non-current) - - - -
Lease liabilities (non-current) 64.84 66.70 64.84 66.70
Borrowings (current) 20.87 10.10 20.87 10.10
Lease liabilities (current) 25.87 20.45 25.87 20.45
Trade Payables (current) 543.91 452.97 543.91 452.97
Other financial liabilities (current) 44.99 41.27 44.99 41.27
700.48 591.49 700.48 591.49

The management assessed that bank balances, trade receivables, trade payables, short term borrowings and other current liabilities
approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to
estimate the fair values:

1. The fair values of the interest-bearing borrowings and loans are determined by using DCF method using discount rate that
reflects the Company's borrowing rate as at the end of the reporting period. The own non-performance risk as at March 31, 2024
was assessed to be insignificant.

2. Long-term receivables/payables are evaluated by the Company based on parameters such as interest rates, risk factors,
individual creditworthiness of the counterparty and the risk characteristics of the financed project. Based on this evaluation,
allowances are taken into account for the expected credit losses of these receivables.

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy
together with a quantitative sensitivity analysis as at March 31, 2024, are as shown below:

Fair value hierarchy


The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either
directly or indirectly.

Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

Quantitative disclosures of fair value measurement hierarchy for assets as on March 31, 2024

Carrying Value Fair Value


March 31, 2024 Level 1 Level 2 Level 3
Assets carried at amortised cost for which fair value are disclosed
Trade Receivables (non-current) 10.30 - - 10.30
Other Financial assets (non-current) 17.62 - - 17.62
Trade Receivables (current) 461.96 - - 461.96
Cash and other bank balances (current) 66.33 - - 66.33
Other Financial assets (current) 3.12 - - 3.12
Assets carried at FVTPL for which fair value are disclosed
Investments (current) 37.33 37.33 - -

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Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

Carrying Value Fair Value


March 31, 2024 Level 1 Level 2 Level 3
Liabilities carried at amortised cost for which fair value are disclosed
Borrowings (non-current) - - - -
Lease liabilities (non-current) 64.84 - - 64.84
Borrowings (current) 20.87 - - 20.87
Lease liabilities (current) 25.87 - - 25.87
Trade Payables 543.91 - - 543.91
Other financial liabilities (current) 44.99 - - 44.99

Quantitative disclosures of fair value measurement hierarchy for assets as on March 31, 2023

Carrying Value Fair Value


March 31, 2023 Level 1 Level 2 Level 3
Assets carried at amortised cost for which fair value are disclosed
Trade Receivables (non-current) 15.82 - - 15.82
Other Financial assets (non-current) 14.80 - - 14.80
Investments (current) - - - -
Trade Receivables (current) 355.98 - - 355.98
Cash and other bank balances (current) 164.22 - - 164.22
Other Financial assets (current) 2.18 - - 2.18
Liabilities carried at amortised cost for which fair value are disclosed
Borrowings (non-current) - - - -
Lease liabilities (non-current) 66.70 - - 66.70
Borrowings (current) 10.10 - - 10.10
Lease liabilities (current) 20.45 - - 20.45
Trade Payables 452.97 - - 452.97
Other financial liabilities (current) 41.27 - - 41.27

45. Ratio Analysis and its elements

As at As at
S.
Ratio Formula 31 March 31 March Variance (%) Reason
No.
2024 2023
(a) Current Ratio (in times) Current Assets/Current Liabilities 1.28 1.46 (12.41) Not Applicable
(b) Debt-Equity Ratio Gross Debt/Equity 0.03 0.02 89.08 Change on account of
(in times) increase in borrowing
during the year
(c) Debt Service Coverage Earnings after tax but before 3.05 3.62 (15.75) Not Applicable
Ratio (in times) interest, depreciation and
exceptional items/(interest
expense + principal payments
of long term loans)
(d) Return on Equity Net Profit after tax/Net Worth 11.78% 12.97% (9.20) Not Applicable
Ratio (%)

244
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FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

As at As at
S.
Ratio Formula 31 March 31 March Variance (%) Reason
No.
2024 2023
(e) Inventory turnover COGS or Sales/ Average 6.53 5.97 9.25 Not Applicable
ratio (in times) Inventory
(f) Trade Receivables Net Credit Sales/ Average 6.57 6.32 3.92 Not Applicable
turnover ratio (in times) Trade Receivables
(g) Trade payables Net Credit Purchases/Average 4.01 3.98 0.87 Not Applicable
turnover ratio (in times) Trade Payables
(h) Net capital turnover Revenue from Operations / 13.94 9.37 48.78 Increase in ratio on
ratio (in times) Working capital account of decrease in
working capital during
the year
(i) Net profit ratio (%) Net Profit after tax /Revenue 2.68% 3.00% (10.75) Not Applicable
from operations
(j) Return on Capital Earning before interest, 15.28% 20.87% (26.78) Decrease on account of
employed (%) exceptional item and taxes/ increase in
Capital Employed capital employed .
(k) Return on Income from investment 6.65% - 100 Investment in mutual fund
investment (%) measured at FVTPL/ Average made in Current year.
current investment

46. Trade Receivables ageing schedule


As at 31st March 2024
Non Current

Outstanding for following periods from due date of payment


Particulars Less than 6 months More than Total
Not Due 1-2 years 2-3 years
6 month -1 year 3 years
Undisputed
(i) Trade receivables – considered good 10.30 - - - - - 10.30

Current

Outstanding for following periods from due date of payment*


Particulars Less than 6 months More than Total
Not Due 1-2 years 2-3 years
6 month -1 year 3 years
Undisputed
(i) Trade receivables – considered good 332.59 104.61 16.26 5.38 1.84 1.28 461.96
(ii) Trade receivables credit impaired - - 5.81 2.41 0.67 3.13 12.02
Disputed
(i) Trade receivables credit impaired - - 0.02 0.55 0.62 5.60 6.79
Total 332.59 104.61 22.09 8.34 3.12 10.02 480.77

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Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

As at March 31, 2023


Non Current

Outstanding for following periods from due date of payment*


Particulars Less than 6 months More than Total
Not Due 1-2 years 2-3 years
6 month -1 year 3 years
Undisputed
(i) Trade receivables – considered good 15.82 - - - - - 15.82

Current

Outstanding for following periods from due date of payment*


Particulars Less than 6 months More than Total
Not Due 1-2 years 2-3 years
6 month -1 year 3 years
Undisputed
(i) Trade receivables – considered good 249.07 98.22 3.14 2.04 0.68 2.83 355.98
(ii) Trade receivables credit impaired - - 2.02 0.56 0.20 3.52 6.30
Disputed
(i) Trade receivables credit impaired - 0.00 0.09 0.51 0.10 5.85 6.56
Total 249.07 98.22 5.24 3.12 0.99 12.21 368.84
* Unadjusted credits in the customer account have been adjusted from the earliest outstanding amount of respective customer.

47. Trade Payable ageing schedule


As at March 31, 2024

Outstanding for following periods from due date of payment


Particulars Less than More than Total
Not Due 1-2 years 2-3 years
1 year 3 years
(i) MSME 170.67 - - - - 170.67
(ii) Others 294.29 77.79 0.81 0.20 0.15 373.24
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues - Others - - - - - -
Total 464.96 77.79 0.81 0.20 0.15 543.91

As at March 31, 2023

Outstanding for following periods from due date of payment


Particulars Less than More than Total
Not Due 1-2 years 2-3 years
1 year 3 years
(i) MSME 109.83 - - - - 109.83
(ii) Others 285.99 55.06 1.47 0.42 0.20 343.14
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues - Others - - - - - -
Total 395.82 55.06 1.47 0.42 0.20 452.97

246
Notes to the fina ncial s tate me n ts

FINANCIAL STA TE M E N T

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

48. In previous year, Board of Directors of the Company had accorded their in -principal approval for disposal of land parcel at
Hyderabad, total admeasuring 1,11,320 Sq.yards (hereinafter referred as “Land”).In accordance with Ind AS 105 “Non-Current Assets
Held For Sale and Discontinued Operations” the said land was classified as ‘Asset held for sale’ as the carrying amounts of such asset
is to be recovered principally through sales transaction rather than continuing use.

In Current year, company has executed the sale of said land for net consideration of H 34.80 crores and accordingly, profit on sale of
land of H 18.68 crores has been disclosed as an exceptional item in current year financial statement.

49. Other Statutory information


(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company
for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

(ii) The Company does not have any transactions with companies struck off under section 248 of Companies Act, 2013.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(vii) The Company has not undertaken any such transaction which is not recorded in the books of accounts that has been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any
other relevant provisions of the Income Tax Act, 1961.

50. During the year pursuant to a detailed assessment by an external expert, as per the provision of GST the Company has voluntarily
recognized GST liability on interest income charged from customers on delayed payment for the period from July 01, 2017 to March 31,
2023. Accordingly, GST liability of H 4.18 crores including interest of H 1.59 crores has been recognised as on March 31, 2024 and the
same has been paid subsequently. Further, out of the total liability, H 1.19 crores will be recovered from the customers and the balance
amount of H 2.99 crores has been debited in the statement of profit and loss. No further liability is expected to devolve in this regard.

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O ri ent Elect ric L imited | A n n u al R epor t 2023-24

Notes to the financial statements


for the year ended March 31, 2024 (All amounts in Rupees Crores, unless otherwise stated)

51. The Company uses accounting software for maintaining its books of account which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail
feature is not enabled for direct changes to data for users with certain privileged access rights to the accounting software (SAP S4
Hana application) and the underlying database. Further, certain features of the audit trail to record direct changes in application was
temporarily disabled during the year. However, there are no instance of audit trail being tampered during the year.

52. The figures have been rounded off to the nearest crore of rupees upto two decimal places. The figure 0.00 wherever stated
represents value less than H 50,000/-.

As per our report of even date attached.

For S.R. Batliboi & Co. LLP For and on behalf of the Board of Directors of Orient Electric Limited
Firm registration number: 301003E / E300005
Chartered Accountants

Per Amit Gupta C.K. Birla D.D Khetrapal


Partner Chairman and Director Vice Chairman and
Membership No.: 501396 (DIN 00118473) Managing Director
(DIN 02362633)

Saibal Sengupta Hitesh Kumar Jain


Chief Financial Officer Company Secretary
(ACA 54373) (F 6241)
Place: New Delhi Place: New Delhi
Date: May 09, 2024 Date: May 09, 2024

248
N O TICE

ORIENT ELECTRIC LIMITED


CIN: L31100OR2016PLC025892
Registered Office: Unit VIII, Plot No. 7, Bhoinagar, Bhubaneswar, Odisha-751 012
Tel: 0674-2396930, Fax: 0674 – 2396364
Corporate Office: 240, Okhla Industrial Estate, Phase – III, Okhla, New Delhi -110020
E-mail – investor@orientelectric.com, Website: www.orientelectric.com

NOTICE

NOTICE is hereby given that the 8th (Eighth) Annual General of the Company, paid during the financial year 2023-24, be
Meeting (‘AGM’ / ‘Meeting’) of the Members of ORIENT and is hereby confirmed”.
ELECTRIC LIMITED (the ‘Company’) will be held on Thursday,
the 1st Day of August 2024 at 3:30 p.m. (IST), through Video 3. Appointment of Mr. Chandra Kant Birla
Conferencing (‘VC’) / Other Audio-Visual Means (‘OAVM’) to (DIN: 00118473), who retires by rotation and being
transact the following business: eligible, offers himself for re-appointment.

To consider and if thought fit, to pass the following


ORDINARY BUSINESS resolution as an Ordinary Resolution:

1. Receive, consider and adopt the Audited Financial ‘‘RESOLVED THAT pursuant to the provisions of Section
Statements of the Company for the financial year 152 and other applicable provisions, if any, of the Companies
ended March 31, 2024 together with the reports of Act, 2013, Mr. Chandra Kant Birla (DIN: 00118473) who
Board of Directors and Auditors’ thereon. retires by rotation at this Annual General Meeting, and
being eligible, offers himself for re-appointment, be and is
To consider and if thought fit, to pass the following hereby re-appointed as a Director of the Company, liable to
resolution as an Ordinary Resolution: retire by rotation.”

‘‘RESOLVED THAT the Audited Financial Statements


of the Company for the financial year ended March 31, SPECIAL BUSINESS
2024 together with the reports of the Board of Directors
and Auditors thereon as circulated to shareholders of the 4. Appointment of Mr. Ravindra Singh Negi
Company, be and are hereby received, considered and (DIN 10627944) as a Director, liable to retire by
adopted.” rotation.

2. Declare final dividend of J 0.75 (75%) per equity share To consider and, if thought fit, to pass, the following
of face value of J 1 each for the financial year ended resolution as an Ordinary Resolution:
March 31, 2024 and to confirm the interim dividend of
J 0.75 (75%) per equity share, already paid during the ‘‘RESOLVED THAT pursuant to the provisions of Section
financial year 2023-24. 152, 161 and other applicable provisions, if any, of
the Companies Act, 2013 (‘Act’), and the Rules made
To consider and if thought fit, to pass the following thereunder, Regulation 17(1C) or any other provisions, if
resolutions as Ordinary Resolution: any, of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
‘‘RESOLVED THAT the payment of final dividend at the 2015, (including any statutory modification(s) or re-
rate of H 0.75 (75%) per equity share of the face value of H 1 enactment(s) thereof for the time being in force) and in
each of the Company, for the financial year 2023-24, as accordance with the Articles of Association of the Company
recommended by the Board of Directors, be and is hereby and the Nomination and Remuneration Policy, Mr. Ravindra
declared and the same be paid out of the profits of the Singh Negi (DIN 10627944), who, on the recommendation
Company. of the Nomination and Remuneration Committee, was
appointed by the Board of Directors (hereinafter referred
RESOLVED FURTHER THAT the interim dividend at the rate to as ‘Board’, which term shall, unless repugnant to
of H 0.75 (75%) per equity share of the face value of H 1 each the context or meaning thereof, be deemed to include

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O ri ent Elect ric L imited | A n n u al R epor t 2023-24

any committee thereof), as an Additional Director of the as agreed between the Board and Mr. Ravindra Singh Negi
Company with effect from May 31, 2024 and designated as and as detailed in the explanatory statement to the Notice.
Managing Director and Chief Executive Officer and a Key
Managerial Personnel and who holds office as Additional RESOLVED FURTHER THAT the Board be and is hereby
Director upto the date of eight Annual General Meeting authorized, on behalf of the Company, to do all such acts,
(‘AGM’) of the Company or the last date upto which AGM deeds, matters and things, as it may deem fit, desirable or
should have been held, whichever is earlier, and in respect necessary, including but not limited to obtain all necessary
of whom, the Company has received a notice in writing approvals, statutory, contractual or otherwise, in relation
under Section 160 of the Act proposing his candidature to the above and to settle all matters, doubts, issues and
for the office of Director, be and is hereby appointed as a questions, arising out of and incidental thereto, as may be
Director of the Company, liable to retire by rotation. necessary to give full effect to the foregoing resolution.”

RESOLVED FURTHER THAT the Board be and is hereby 6. Approval of the terms of remuneration of
authorized, on behalf of the Company, to do all such acts, Mr. Ravindra Singh Negi (DIN 10627944), Managing
deeds, matters and things, as it may deem fit, desirable or Director & Chief Executive Officer of the Company.
necessary, including but not limited to obtain all necessary
approvals, statutory, contractual or otherwise, in relation To consider and if thought fit, to pass the following
to the above and to settle all matters, doubts, issues and resolution as an Ordinary Resolution:
questions, arising out of and incidental thereto, as may be
necessary to give full effect to the foregoing resolution.” ‘‘RESOLVED THAT pursuant to the provisions of Sections
196, 197, 198 and other applicable provisions, if any,
5. Appointment of Mr. Ravindra Singh Negi of the Companies Act, 2013 (the ‘Act’), the Companies
(DIN 10627944) as the Managing Director of the (Appointment and Remuneration of Managerial Personnel)
Company. Rules, 2014 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force) read
To consider and, if thought fit, to pass, the following with Schedule V to the Act, Section 62(1)(b) of the Act,
resolution as an Ordinary Resolution: the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021,
‘‘RESOLVED THAT, pursuant to the provisions of applicable provisions of the Securities and Exchange Board
Sections 196, 197 and other applicable provisions, if any, of India (Listing Obligations and Disclosure Requirements)
of the Companies Act, 2013 (the ‘Act’), the Companies Regulations, 2015, if any, the Articles of Association of
(Appointment and Remuneration of Managerial Personnel) the Company, Nomination and Remuneration Policy of
Rules, 2014 (including any statutory modification(s) or re- the Company, and based on the recommendation of the
enactment(s) thereof for the time being in force) read with Nomination and Remuneration Committee and the Board of
Schedule V thereof and Regulation 17(1C) and any other Directors (hereinafter referred to as the ‘Board’, which term
regulations, if any, of the Securities and Exchange Board shall, unless repugnant to the context or meaning thereof,
of India (Listing Obligations and Disclosure Requirements) be deemed to include any committee thereof), and subject
Regulations, 2015, (including any statutory modification(s) to completion of the necessary statutory formalities, if
or re-enactment(s) thereof for the time being in force), any, consent of the members of the Company be and is
in accordance with the Articles of Association of the hereby accorded for payment of following remuneration
Company, Nomination and Remuneration Policy and based and grant of other amenities to Mr. Ravindra Singh Negi
on the recommendation of the Nomination & Remuneration (DIN 10627944) as the Managing Director & Chief Executive
Committee and approval of the Board of Directors of the Officer of the Company, for a period of five years with effect
Company (hereinafter referred to as the ‘Board’ which term from May 31, 2024 with liberty and power to the Board, to
shall, unless repugnant to the context or meaning thereof, grant increments and to alter and vary from time to time,
be deemed to include any committee thereof), and subject the terms and conditions of the remuneration, subject to
to the completion of necessary statutory formalities, if any, the same not exceeding the limits specified hereinafter:
approval of the members of the Company be and is hereby
accorded to the appointment of Mr. Ravindra Singh Negi a. Basic salary and allowances of H 4,00,00,000/- (Rupees
(DIN 10627944) as the Managing Director & Chief Executive Four crores) per annum with such increments as the
Officer, a Key Managerial Personnel of the Company, for a Board may decide from time to time, however subject
period of 5 (five) years with effect from May 31, 2024, on to a ceiling of upto 25% of the last drawn basic salary
the terms and conditions of appointment in such manner and allowances.

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N O TICE

b. The following perquisites shall be allowed to e. Long Term Incentive of H 2,62,50,000 (Rupees two
Mr. Ravindra Singh Negi in addition to basic salary crores sixty two lacs fifty thousand), payable in three
and allowances mentioned above: equal annual tranches – 33.33% after the close of
March 31, 2025, 33.33% after the close of March 31,
i. Leaves – In accordance with the rules framed 2026, and 33.34% after the close of March 31, 2027
by the Company. on meeting the incremental value targets / financial
parameters as and when decided by the Board.
ii. Contribution to Provident Fund and
Superannuation / Annuity Fund as per policy of f. One time joining bonus of H1,88,00,000 (Rupees
the Company in force, from time to time. one crore eighty-eight lacs), subject to a clawback
period of one year.
iii. Gratuity payable shall be at a rate not exceeding
15 days salary for each completed year of Subject to as aforesaid, the Managing Director & Chief
service or part thereof in excess of six months Executive Officer shall be governed by such other Rules as
as per policy of the Company. are applicable to the Senior Management of the Company,
from time to time.
iv. Encashment of unavailed leave at the end of
the tenure or at specified intervals will be as per RESOLVED FURTHER THAT the aggregate salary,
policy of the Company in force, from time to time. perquisites, bonus, benefits, allowances and other
payments shall continue to be paid to Mr. Ravindra
v. Group medical insurance and group personal Singh Negi in accordance with the applicable provisions
accidental insurance as per policy of the of Schedule V of the Act and subject to the necessary
Company in force, from time to time. approvals, if any required, in case of loss or inadequacy of
profit during any financial year during his term.
vi. Provision of chauffer driven car upto an
Ex-showroom value of H65,00,000 (Rupees RESOLVED FURTHER THAT the remuneration specified
sixty-five lacs) and running and maintenance above for Mr. Ravindra Singh Negi, as Managing Director
expenses thereof. & Chief Executive Officer, may, subject to overall ceiling
specified above and subject to Schedule V of the Act, be
c. Annual performance linked Compensation pay (by modified, during the tenure of his office, as may be agreed
whatever name called) of H 1,75,00,000 (Rupees one between the Board and Mr. Ravindra Singh Negi.
crore seventy five lacs) to be paid proportionately on
100% achievement of agreed targets and performance RESOLVED FURTHER THAT the Board be and is hereby
parameters as may be assigned by the Board, which authorised, on behalf of the Company, to do all such acts,
may range between 80% to 120% based upon the deeds, matters and things, as it may deem fit, desirable
performance, and thereafter with such revision in the or necessary, including but not limited to authorizing any
total annual performance linked compensation as the director and / or employee of the Company for taking
Board may decide from time to time, however subject necessary action(s), obtain all necessary approvals,
to a ceiling of upto 25% of the last annual performance statutory, contractual or otherwise, in relation to the above
linked compensation. Final annual performance linked and to settle all matters, doubts, issues and questions,
compensation amount shall be decided by the Board, arising out of and incidental thereto, as may be necessary
from time to time. to give full effect to the foregoing resolution.”

d. Perquisites arising on the exercise of Stock Options 7. Approval of the revised remuneration paid to
equivalent to the value of H 2,62,50,000 (Rupees two Mr. Desh Deepak Khetrapal (DIN: 2362633).
crores sixty two lacs fifty thousand) arrived on the
basis of Fair Market Value (Black Scholes method) To consider and if thought fit, to pass the following
to be granted under the existing Orient Electric – resolution as an Ordinary Resolution:
Employee Stock Option Scheme 2019 or any new
ESOP Scheme or in combination thereof, which on ‘‘RESOLVED THAT pursuant to the provisions of Sections
exercise are convertible into equivalent number of 196, 197, 198 and other applicable provisions, if any,
equity shares of face value of H 1 each of the Company. of the Companies Act, 2013 (the ‘Act’), the Companies
The exact number of Stock Options, the Scheme, date (Appointment and Remuneration of Managerial Personnel)
of grant, vesting schedule and other details of such Rules, 2014 (including any statutory modification(s)
Stock Options shall be determined by the Board. or re-enactment(s) thereof for the time being in force)
read with Schedule V to the Act, applicable provisions

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O ri ent Elect ric L imited | A n n u al R epor t 2023-24

of the Securities and Exchange Board of India (Listing of the Companies Act, 2013 read with the Companies
Obligations and Disclosure Requirements) Regulations, (Audit and Auditors) Rules, 2014 and Companies (Cost
2015, if any, the Articles of Association of the Company, Records and Audit) Rules, 2014 (‘Rules’) (including any
Nomination and Remuneration Policy of the Company, statutory modification(s) or re-enactment(s) thereof, for
and based on the recommendation of the Nomination the time being in force), the remuneration as mentioned
and Remuneration Committee and the Board of Directors in the explanatory statement attached to this Notice and
(hereinafter referred to as the ‘Board’, which term shall, constituting part of the resolution and as approved by
unless repugnant to the context or meaning thereof, be the Board of Directors of the Company for payment to
deemed to include any committee thereof), and subject Mr. Somnath Mukherjee, Cost Accountant in Practice
to completion of the necessary statutory formalities, if (M.- No.- 5343) as Cost Auditor, for conducting the audit of
any, revised remuneration of H 27,50,000 (Rupees twenty cost records of the Company as per the provisions of the
seven lacs fifty thousand) per month inclusive of 20% Rules, for the financial year ending March 31, 2025, be and
variable pay from H 25,00,000 (Rupees twenty five lacs) is hereby ratifed.
per month inclusive of 20% variable pay and as paid to
Mr. Desh Deepak Khetrapal (DIN : 00266132), as Vice RESOLVED FURTHER THAT the Board of Directors of the
Chairman and Managing Director of the Company from April Company be and is hereby authorised to do all such acts
1, 2024 till his resignation upto May 30, 2024 be and is and take all such steps as may be necessary, proper or
hereby confirmed, approved and ratified. expedient to give effect to this resolution.”

RESOLVED FURTHER THAT the Board be and is hereby


authorised, on behalf of the Company, to do all such acts,
deeds, matters and things as it may deem fit, desirable or
necessary, including but not limited to obtain all necessary
approvals, statutory, contractual or otherwise, in relation
to the above and to settle all matters, doubts, issues and
questions, arising out of and incidental thereto, as may be By Order of the Board of Directors
necessary to give full effect to the foregoing resolution.”

8. Ratification of remuneration to be paid to the Cost


Auditor for the financial year 2024-25. Hitesh Kumar Jain
Company Secretary
To consider and if thought fit, to pass the following (Membership No.: F6241)
resolutions as an Ordinary Resolution: Registered Office: Unit VIII,
Plot No. 7, Bhoinagar,
‘‘RESOLVED THAT pursuant to the provisions of Place: New Delhi Bhubaneswar – 751012, Odisha
Section 148 and other applicable provisions, if any, Date: May 30, 2024 CIN: L31100OR2016PLC025892

252
N O TICE

NOTES 6. For enabling the members to participate at the 8th AGM


through VC / OAVM, the Company has appointed NSDL to
1. An Explanatory Statement pursuant to Section 102 of the provide VC / OAVM facility and e-voting facility for the AGM.
Companies Act, 2013 (the ‘Act’) relating to the Special Participation at the AGM through VC / OAVM shall be allowed
Business to be transacted at the Annual General Meeting on a first-come-first-served basis for 1000 members. This
(‘AGM’ / ‘Meeting’) is annexed hereto. will not include large members (members holding 2% or more
shareholding), Promoters, Institutional Investors, Chairman,
2. In compliance with the circular issued by the Ministry of Directors, Key Managerial Personnel, the Chairpersons of the
Corporate Affairs (‘MCA’), vide its General Circular No. Audit Committee, Nomination and Remuneration Committee
9/2023 dated September 25, 2023, read alongwith General and Stakeholders’ Relationship Committee, Auditors etc.
Circular Nos. 11/2022 dated December 28, 2022, 2/2022 who are allowed to attend the AGM without restriction on
dated May 05, 2022, 20/2021 dated December 8, 2021, account of first come first served basis.
10/2021 dated June 23, 2021, 39/2020 dated December 31,
2020, 33/2020 dated September 28, 2020, 22/2020 dated 7. The Register of Members and Share Transfer Books of the
June 15, 2020, 17/2020 dated April 13, 2020 and 14/2020 Company will remain closed from Friday, July 26, 2024 to
dated April 8, 2020, issued by the Ministry of Corporate Thursday, August 01, 2024 (both days inclusive).
Affairs (‘MCA Circulars’), Circulars issued by the Securities
and Exchange Board of India dated October 07, 2023
read with Circulars dated May 12, 2020, January 1, 2021, ELECTRONIC DISPATCH OF ANNUAL REPORT AND
May 13, 2022, December 9, 2020 and January 05, 2023 PROCESS FOR REGISTRATION OF E-MAIL ID AND
(collectively referred to as ‘SEBI Circulars’) Regulation FOR OBTAINING COPY OF ANNUAL REPORT:
44 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 8. In accordance with the circulars issued by MCA and
2015 (‘Listing Regulations’), Secretarial Standard on Securities and Exchange Board of India (‘SEBI’), the
General Meetings (‘SS-2’) issued by the Institute of Notice of the 8th AGM along with the Annual Report for
Company Secretaries of India and other applicable laws, the financial year 2023-24 is being sent by electronic
rules and regulations (including any statutory modification mode to Members whose e-mail id is registered with
or re-enactment thereof for the time being in force and as the Company or the Depository Participants (‘DP’)
amended from time to time), the AGM of the Company is or Registrar and Share Transfer Agent (‘RTA’) of the
being held through Video Conferencing (‘VC’) / Other Audio- Company. Physical copy of the Notice of the 8th
Visual Means (‘OAVM’), without the physical presence of AGM along with Annual Report for the financial year
the members at a common venue. Deemed venue of the 2023-24 shall be sent to those members who request
AGM shall be the Registered Office of the Company at Unit for the same. Members may send their request on
VIII, Plot No. 7, Bhoinagar, Bhubaneswar – 751012, Odisha. investor@orientelectric.com or through a request
letter at the Corporate Office of the Company at
3. Pursuant to the MCA Circulars the facility to appoint proxy 240, Okhla Industrial Estate, Phase -3, Okhla, New
to attend and cast vote for the members is not available Delhi - 110020, addressed to the Company Secretary.
for this AGM. However, the Body Corporates are entitled Notice alongwith Annual Report for the financial year
to appoint authorised representatives to attend the AGM 2023-24 will also be available on the website of the
through VC / OAVM and participate thereat and cast Company at www.orientelectric.com, websites of the
their votes through e-voting. Hence the Proxy Form and Stock Exchanges i.e. BSE Limited and National Stock
Attendance Slip are not annexed to this Notice. Exchange of India Limited at www.bseindia.com and
www.nseindia.com respectively, and also on the website
4. In case of joint holders, only such joint holder who is higher of NSDL i.e. www.evoting.nsdl.com.
in the order of names will be entitled to vote.
9. Members holding shares in physical form and who have
5. Since the AGM will be held through VC / OAVM, pursuant to not updated their e-mail ids with the Company are
the MCA Circulars, physical attendance of the members is requested to update their e-mail ids and other details
not required at the AGM, and attendance of the members through updating their KYC by submitting the prescribed
through VC / OAVM will be counted for the purpose of Form either to the RTA of the Company or directly to the
reckoning the quorum under section 103 of the Act. Route Company in the manner specified hereunder in General
map of the venue of the Meeting is accordingly not annexed Information – Update your KYC. Members holding shares
hereto. in dematerialised (‘Demat’) mode are requested to
register / update their e-mail addresses with the relevant

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O ri ent Elect ric L imited | A n n u al R epor t 2023-24

DPs. In case of any queries / difficulties in registering the Further, relevant FAQs published by SEBI on its website
e-mail address, members may write to the RTA at can be viewed at the following link: https://www.sebi.gov.
einward@kfintech.com or to the Company at in/sebi_data/faqfiles/jan-2024/1704433843359.pdf
investor@orientelectric.com.
Tax on Dividend:

DIVIDEND RELATED INFORMATION: 13. Members may note that pursuant to the Finance Act, as
amended, dividend income is now taxable in the hands of
10. Final dividend as recommended by the Board of Directors the members and the Company is required to deduct tax
for the financial year ended March 31, 2024, if approved at at source (‘TDS’) from dividend paid to the members at
the AGM, will be payable to those members of the Company the rates prescribed in the Income Tax Act, 1961. In order
who hold shares: to enable the Company to determine the appropriate TDS
rate as applicable, members are requested to submit the
i. In Demat mode, based on the list of beneficial owners documents in accordance with the provisions of the Income
to be received from NSDL and CDSL as at the close of Tax Act, 1961 and Rules thereto.
business hours on Thursday, July 25, 2024, being
the cut-off date. i. For Resident Members: Tax at source shall be
deducted under Section 194 of the Income Tax Act,
ii. In physical form, if the names appear in the Company’s 1961 at 10% on the amount of dividend declared
Register of Members as at the close of business hours and paid by the Company during financial year
on Thursday, July 25, 2024, being the cut-off date. 2023-24, subject to PAN details registered/updated
by the member. If PAN is not registered/updated in
The final dividend will be payable on or before Saturday, the demat account/folio as on the cut-off date, TDS
August 31, 2024. would be deducted @20% as per Section 206AA
of the Income Tax Act, 1961. No tax at source is
11. Members holding shares in Demat mode are hereby required to be deducted, if during the financial year,
informed that bank particulars registered with their the aggregate dividend paid or likely to be paid to an
respective DPs, with whom they maintain their Demat individual member does not exceed H 5,000 (Rupees
accounts, will be used by the Company for the payment Five Thousand Only). Further, in cases where the
of dividend. Members holding shares in Demat mode are shareholder provides Form 15G (applicable to any
requested to intimate any change in their address and/ person other than a Company or a Firm) / Form 15H
or bank mandate to their DPs only, as the Company or its (applicable to an Individual who is of the age of
Registrar cannot act on any request received directly on 60 years and above), provided that the eligibility
the same. conditions are being met, no TDS shall be deducted.
Notwithstanding the above, in case PAN of any
12. Members holding shares in physical form are requested to member falls under the category of ‘Specified Person’,
intimate any change of address and / or bank mandate to the Company shall deduct TDS @20% as per Section
RTA of the Company by sending a request in Form ISR-1 206AB of the Income Tax Act 1961.
at Selenium Building, Tower-B, Plot No. 31 & 32, Financial
District, Nanakramguda, Serilingampally, Hyderabad, ii. For Non-Resident Members: Tax at source shall
Rangareddi, Telangana India – 500 032 or by email to be deducted under Section 195 of the Income-
einward.ris@kfintech.com from their registered email id. Tax Act, 1961 at the applicable rates. As per the
relevant provisions of the Income-Tax Act, 1961, the
SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ withholding tax shall be at the rate of 20% (plus
CIR/2021/655 dated November 3, 2021 (subsequently applicable surcharge and cess) on the amount of
amended by Circular Nos. SEBI/HO/MIRSD/MIRSD_ dividend payable to non-resident members. As per
RTAMB/P/CIR/2021/687 dated December 14, 2021, SEBI/ Section 90 of the Income Tax Act, 1961, members
HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 March 16, 2023 may be entitled to avail lower TDS rate as per Double
and SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 November 17, Taxation Avoidance Agreement (‘DTAA’). To avail the
2023) has mandated that with effect from April 1, 2024, Tax Treaty benefits, the non-resident member will
dividend to security holders (holding securities in physical have to provide the following:
form), shall be paid only through electronic mode. Such
payment shall be made only after furnishing the PAN, a. Self-attested copy of Tax Residency Certificate
choice of nomination, contact details including mobile obtained from the tax authorities of the country
number, bank account details and specimen signature. of which the member is a resident.

254
N O TICE

b. Self-declaration in Form 10F. 17. In accordance with the provisions of the Income Tax
Act 1961, TDS certificates can be made available to the
c. Self-attested copy of the Permanent Account members at their registered e-mail ID after filing of the
Number (PAN Card) allotted by the Indian Income quarterly TDS Returns of the Company, post payment of
Tax authorities, if any. the said dividend.

d. Self-declaration, certifying the following points: 18. Dividends, if not encashed for a consecutive period of 7
years, from the date of transfer to Unpaid / Unclaimed
- Member remained a tax resident of Dividend Account of the Company, are liable to be
the country of its residence during the transferred to Investor Education and Protection Fund
financial year 2023-24; (‘IEPF’). Further, the shares of a member who does not
encash his / her dividend for a continuous period of 7 years,
- Member is eligible to claim the are also liable to be transferred to the demat account of
beneficial DTAA rate for the purposes IEPF Authority. In view of this, members, who have not yet
of tax withholding on dividend declared claimed their dividend, paid by the Company upto and during
by the Company; the financial year ended March 31, 2024, are requested to
claim their dividends from the Company / RTA, within the
- Member has no reason to believe that stipulated timeline. Information in respect of the unclaimed
its claim for the benefits of the DTAA is dividend as on March 31, 2024, will be uploaded on the
impaired in any manner; website of the Company www.orientelectric.com after the
AGM. The members, whose unclaimed dividends / shares
- Member is the ultimate beneficial owner have been transferred to IEPF, may claim the same as well
of its shareholding in the Company and as the corresponding dividend by making an application to
dividend receivable from the Company; and the IEPF Authority, in Form No. IEPF-5 available on www.
iepf.gov.in. The member can file only one consolidated
- Member does not have a taxable presence claim in a financial year as per the IEPF Rules.
or a permanent establishment in India
during the financial year 2023-24.
GENERAL INFORMATION
14. Notwithstanding the above, in case PAN falls under the
category of ‘Specified Person’, member is mandatorily 19. KYC updation for physical members: SEBI, vide its
required to submit a declaration providing status of circular dated November 03, 2021 (subsequently amended
Permanent Establishment in India for the financial year by circulars dated December 14, 2021, March 16, 2023
2024-25. As per Section 206AB of the Income Tax Act and November 17, 2023) mandated that the security
1961, if the said declaration is not furnished, the Company holders (holding securities in physical form), whose
shall deduct tax at source at twice the applicable rate. folio(s) are not updated with the KYC details (any of the
details viz., PAN; Choice of Nomination; Contact Details;
15. The Company shall not be obligated to apply the beneficial Mobile Number, Bank Account Details and signature, if
DTAA rates at the time of tax deduction / withholding on any) shall be eligible for any payment including dividend,
dividend amounts. Application of beneficial DTAA Rate interest or redemption in respect of such folios, as may be
shall depend upon the completeness and satisfactory applicable, only through electronic mode with effect from
review by the Company of the documents submitted by the April 01, 2024. Further, such security holder shall not be
Non-Resident member. able to lodge grievance or avail any service request from
the RTA until the KYC details are updated. Therefore,
16. In order to enable the Company to determine the appropriate members of the Company, holding shares in physical mode
TDS / withholding tax rate applicable, members are are requested to immediately update their aforesaid KYC
requested to provide the aforesaid details and documents details with the RTA of the Company to avoid any hardship
on or before July 25, 2024 at https://ris.kfintech.com/ / consequences as above. For facilitating the members
form15 or by sending over email to einward.ris@kfintech. to update their aforesaid KYC details, the Company has
com from your registered email ID. No communication on uploaded required forms – ISR1, ISR2, ISR3, ISR4, ISR-
the tax determination/deduction shall be entertained post 5, SH13 and SH14, as applicable, on its website viz.
July 25, 2024. Members may note that in case the tax on www.orientelectric.com.
said dividend is deducted at a higher rate due to non-receipt
of the aforementioned details/ documents, there would still Members can download the Forms, as applicable / required,
be an option available to the member to file the return of fill in the details and send to the RTA of the Company for
income and claim an appropriate refund, if eligible. updating the details.

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20. As per Regulation 40(1) of the Listing Regulations, as ii. The members, whose names appear in the Register
amended, securities of listed companies can be transferred of Members / list of Beneficial Owners as on the
only in dematerialised form. Further, in case of transmission, closure of Thursday, July 25, 2024 i.e. a day prior
transposition etc. shares now can be issued only in demat to commencement of book closure date, being the
form. In view of the above and to eliminate risk associated cut-off date, are entitled to vote on the resolutions
with physical shares and to avail various benefits of set forth in this Notice. The voting right of members
dematerialisation, members are advised to dematerialise shall be in proportion to their share in the paid-up
their shares held in physical form. Members are accordingly equity share capital of the Company as on the cut-
requested to get in touch with any Depository Participant off date. A person who is not a member as on the
having registration with SEBI to open a Demat account cut-off date should treat this Notice of AGM for
or alternatively, contact RTA to seek guidance in the information purpose only.
demat procedure. Members may also visit website of the
depositories, NSDL viz. https://nsdl.co.in/faqs/faq.php or iii. The members present in the AGM through VC /
CDSL viz. https://www.cdslindia.com/investors/open-demat. OAVM facility and have not cast their vote on the
html for further understanding of the demat procedure. resolutions through remote e-voting, shall be eligible
to vote during the AGM. The e-voting module shall be
21. All the documents referred to in the accompanying Notice activated 30 minutes before the scheduled time of
and Explanatory Statement shall be available for inspection the AGM and shall remain activated 15 minutes after
through electronic mode, basis requests received on the closure of AGM and shall be disabled by NSDL for
investor@orientelectric.com. voting thereafter.

22. During the AGM, the Register of Directors and Key iv. Mr. Atul Kumar Labh, Company Secretary in
Managerial Personnel and their Shareholding, maintained Practice (Membership No. FCS 4848) (C.P.
under Section 170 of the Act, the Register of Contracts No. 3238), of M/s. A.K. Labh & Co., Company
or Arrangements in which Directors are interested, under Secretaries, has been appointed as the Scrutinizer
Section 189 of the Act and the Certificate from Secretarial to scrutinize the voting process for the AGM, in a
Auditors of the Company certifying that the ESOP Schemes fair and transparent manner.
of the Company is being implemented in accordance with
the Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014 shall be available INFORMATIONS AND INSTRUCTIONS FOR MEMBERS
for inspection electronically upon login at NSDL e-voting FOR REMOTE E-VOTING AND JOINING THE AGM ARE
system at https://www.evoting.nsdl.com. AS UNDER:

23. The details of the Director being re-appointed, at the 8th Members may cast their votes through electronic voting system
AGM are provided in Annexure - A of this Notice. The from any place (remote e-voting).
Company has received the requisite consent / declarations
for the re-appointment under the Act and the rules made The remote e-voting period Monday, July 29, 2024 at
thereunder. begins on 09:00 A.M. (IST)
The remote e-voting period Wednesday, July 31, 2024
24. VOTING THROUGH ELECTRONIC MEANS: end on at 05:00 P.M. (IST)

i. Pursuant to the provisions of Section 108 of the Act


read with Rule 20 of the Companies (Management The remote e-voting module shall be disabled by NSDL
and Administration) Rules, 2014 (as amended), for voting thereafter. The members, whose names appear
Regulation 44 of Listing Regulations (as amended) in the Register of Members / Beneficial Owners as on the
and applicable Circulars, the Company is pleased to cut-off date i.e. Thursday, July 25, 2024, may cast their
provide the facility to members to exercise their right vote electronically. The voting right of members shall be in
to vote on the resolutions proposed to be passed proportion to their share in the paid-up equity share capital
at AGM by electronic means. For this purpose, the of the Company as on the cut-off date. In addition, the facility
Company has appointed NSDL, as the authorised for voting through e-voting system shall also be made available
agency for facilitating voting through electronic during the AGM. Once the vote on a resolution is cast by the
means. The facility of casting votes by a member member, thereafter the member shall not be allowed to change
using remote e-voting system as well as e-voting on it subsequently. Members attending the AGM who have not cast
the date of the AGM will be provided by NSDL. their vote by remote e-voting shall be eligible to cast their vote

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through e-voting during the AGM. Members who have voted through remote e-voting shall be eligible to attend the AGM, however,
they shall not be eligible to vote during the AGM.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual members holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual members
holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository
Participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access
e-Voting facility.

Login method for Individual members holding securities in demat mode is given below:

Type of shareholders Login Method


Individual members 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either
holding securities in on a Personal Computer or on a mobile. On the e-Services home page click on the ‘Beneficial
demat mode with NSDL. Owner’ icon under ‘Login’ which is available under ‘IDeAS’ section, this will prompt you to
enter your existing User ID and Password. After successful authentication, you will be able to
see e-Voting services under Value added services. Click on ‘Access to e-Voting’ under e-Voting
services and you will be able to see e-Voting page. Click on company name – ‘Orient Electric
Limited’ or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website
of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select ‘Register Online for IDeAS Portal’ or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon ‘Login’ which is available under
‘Shareholder / Member’ section. A new screen will open. You will have to enter your User ID
(i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification
Code as shown on the screen. After successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on company name ‘Orient Electric
Limited’ or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website
of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
4. Members can also download NSDL Mobile App ‘NSDL Speed-e’ facility by scanning the QR code
mentioned below for seamless voting experience.

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Type of shareholders Login Method


Individual members 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing
holding securities in user id and password. Option will be made available to reach e-Voting page without any
demat mode with CDSL further authentication. The users to login Easi /Easiest are requested to visit CDSL website
www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your
existing my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible
companies where the e-voting is in progress as per the information provided by the Company.
On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service
provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting. Additionally, there is also links provided to access the system of all e-Voting
Service Providers, so that the user can visit the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website
www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration
option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number
and PAN Number from e-Voting link available on www.cdslindia.com home page. The system
will authenticate the user by sending OTP on registered Mobile & Email as recorded in the
Demat Account. After successful authentication, user will be able to see the e-Voting option
where the e-voting is in progress and also able to directly access the system of all e-Voting
Service Providers.
Individual members You can also login using the login credentials of your demat account through your Depository
(holding securities in Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to
demat mode) login see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository
through their site after successful authentication, wherein you can see e-Voting feature. Click on the
depository participants Company name - ‘Orient Electric Limited’ or e-Voting service provider i.e. NSDL and you will be
redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use ‘Forget User ID’ and ‘Forgot
Password’ option available at abovementioned website.

Helpdesk for Individual members holding securities in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.

Login type Helpdesk details


Individual members holding securities in demat Members facing any technical issue in login can contact NSDL helpdesk
mode with NSDL by sending a request at at evoting@nsdl.com or call at 022 - 4886 7000
Individual members holding securities in demat Members facing any technical issue in login can contact CDSL helpdesk
mode with CDSL by sending a request at helpdesk.evoting@cdslindia.com or contact at
toll free no. 1800 22 55 33

B) Login Method for e-Voting and joining virtual meeting for members other than Individual members holding
securities in demat mode and members holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the URL: https://www.evoting.nsdl.com/ either on a
Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholder/
Member’ section.

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3. A new screen will open. You will have to enter your User ID, your Password / OTP and a Verification Code as
shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your
existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can
proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or


Your User ID is:
CDSL) or Physical
a) For members who hold shares in Demat 8 Character DP ID followed by 8 Digit Client ID
account with NSDL. For example if your DP ID is IN300*** and Client ID is 12****** then
your user ID is IN300***12******.
b) For members who hold shares in Demat 16 Digit Beneficiary ID
account with CDSL. For example if your Beneficiary ID is 12************** then your user
ID is 12**************
c) For members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the Company
For example if folio number is 001*** and EVEN is 101456 then user
ID is 101456001***
EVEN number of Orient Electric is 129111

5. Password details for members other than 6. If you are unable to retrieve or have not received the
Individual members are given below: ‘Initial password’ or have forgotten your password:

a) If you are already registered for e-Voting, then a) Click on ‘Forgot User Details/Password?’(If
you can user your existing password to login you are holding shares in your demat account
and cast your vote. with NSDL or CDSL) option available on
www.evoting.nsdl.com.
b) If you are using NSDL e-Voting system for the
first time, you will need to retrieve the ‘initial b) ‘Physical User Reset Password?’ (If you are
password’ which was communicated to you. holding shares in physical mode) option available
Once you retrieve your ‘initial password’, you on www.evoting.nsdl.com.
need to enter the ‘initial password’ and the
system will force you to change your password. c) If you are still unable to get the password by
aforesaid two options, you can send a request
c) How to retrieve your ‘initial password’? at evoting@nsdl.com mentioning your demat
account number/folio number, your PAN, your
(i) If your email ID is registered in your demat name and your registered address etc.
account or with the Company, your ‘initial
password’ is communicated to you on your d) Members can also use the OTP (One Time
email ID. Trace the email sent to you from Password) based login for casting the votes on
NSDL from your mailbox. Open the email the e-Voting system of NSDL.
and open the attachment i.e. a .pdf file.
Open the .pdf file. The password to open 7. After entering your password, tick on Agree to ‘Terms
the .pdf file is your 8 digit client ID for and Conditions’ by selecting on the check box.
NSDL account, last 8 digits of client ID for
CDSL account or folio number for shares 8. Now, you will have to click on ‘Login’ button.
held in physical form. The .pdf file contains
your ‘User ID’ and your ‘initial password’. 9. After you click on the ‘Login’ button, Home page of
e-Voting will open.
(ii) If your email ID is not registered, please
follow steps mentioned below in process
for those shareholders whose email ids
are not registered.

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Step 2: 3. In case of any queries, you may refer the Frequently Asked
Questions (FAQs) for Shareholders and e-voting user
Cast your vote electronically and join AGM on NSDL manual for Shareholders available at the download section
e-Voting system. of www.evoting.nsdl.com. For any grievances connected
with facility for e-voting, please contact Ms. Pallavi
How to cast your vote electronically and join AGM on Mhatre, Senior Manager, NSDL, 4th Floor, ‘A’ Wing,
NSDL e-Voting system? Trade World, Kamala Mills, Compound, Senapati Bapat
Marg, Lower Parel, Mumbai, 400 013, or call on.: 022 -
1. After successful login at Step 1, you will be able to see all 4886 7000 or send a request at evoting@nsdl.com.
the companies ‘EVEN’ in which you are holding shares and
whose voting cycle and General Meeting is in active status. Process for those members whose email ids are not registered
with the depositories for getting the copy of this Notice,
2. Select ‘EVEN’ of company for which you wish to cast procuring user id and password and registration of email ids
your vote during the remote e-Voting period and casting for e-voting for the resolutions set out in this Notice:
your vote during the General Meeting. For joining virtual
meeting, you need to click on ‘VC/OAVM’ link placed under 1. In case shares are held in physical mode please provide
‘Join Meeting’. Folio No., Name of member, scanned copy of the share
certificate (front and back), PAN (self attested scanned
3. Now you are ready for e-Voting as the Voting page opens. copy of PAN card), AADHAR (self attested scanned copy of
Aadhar Card) by email to investor@orientelectric.com.
4. Cast your vote by selecting appropriate options i.e. assent
or dissent, verify/modify the number of shares for which 2. In case shares are held in demat mode, please provide
you wish to cast your vote and click on ‘Submit’ and also DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary
‘Confirm’ when prompted. ID), Name, client master or copy of Consolidated Account
statement, PAN (self attested scanned copy of PAN card),
5. Upon confirmation, the message ‘Vote cast successfully’ AADHAR (self attested scanned copy of Aadhar Card) to
will be displayed. investor@orientelectric.com. If you are an Individual member
holding securities in demat mode, you are requested to
6. You can also take the printout of the votes cast by you by refer to the login method explained at step 1 (A) i.e. Login
clicking on the print option on the confirmation page. method for e-Voting and joining virtual meeting for
Individual members holding securities in demat mode.
7. Once you confirm your vote on the resolution, you will not
be allowed to modify your vote. 3. Alternatively members may send a request to
evoting@nsdl.com for procuring user id and password for
General Guidelines for members e-voting by providing above mentioned documents.

1. Institutional members (i.e. other than individuals, HUF, NRI etc.) 4. In terms of SEBI circular dated December 9, 2020 on
are required to send scanned copy (PDF/JPG Format) of the e-Voting facility provided by Listed Companies, Individual
relevant Board Resolution / Authority letter etc. with attested shareholders holding securities in demat mode are
specimen signature of the duly authorized signatory(ies) allowed to vote through their demat account maintained
who are authorized to vote, to the Scrutinizer by e-mail to with Depositories and Depository Participants. Members
aklabhcs@gmail.com with a copy marked to evoting@nsdl.com are required to update their mobile number and email
and investor@orientelectric.com. Institutional members (i.e. ID correctly in their demat account in order to access
other than individuals, HUF, NRI etc.) can also upload their e-Voting facility.
Board Resolution / Power of Attorney / Authority Letter etc.
by clicking on ‘Upload Board Resolution / Authority Letter’
displayed under ‘e-Voting’ tab in their login. THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING
ON THE DAY OF THE AGM ARE AS UNDER:-
2. It is strongly recommended not to share your password
with any other person and take utmost care to keep your 1. The procedure for e-Voting on the day of the AGM is same
password confidential. Login to the e-voting website as the instructions mentioned above for remote e-voting.
will be disabled upon five unsuccessful attempts to key
in the correct password. In such an event, you will need 2. Only those members, who will be present in the AGM
to go through the ‘Forgot User Details/Password?’ or through VC/OAVM facility and have not casted their vote on
‘Physical User Reset Password?’ option available on the resolutions through remote e-Voting and are otherwise
www.evoting.nsdl.com to reset the password.

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N O TICE

not barred from doing so, shall be eligible to vote through Registration as Speaker at the AGM:
e-Voting system in the AGM.
1. Members who would like to express their views or ask
3. Members who have voted through Remote e-Voting will questions during the AGM may register themselves as
be eligible to attend the AGM. However, they will not be a speaker shareholder by sending request from their
eligible to vote at the AGM. registered e-mail address mentioning their name, DP
ID and Client ID/Folio number, PAN, mobile number at
4. The details of the person who may be contacted for any investor@orientelectric.com on or before Thursday, July
grievances connected with the facility for e-Voting on the 25, 2024 (5:00 p.m. IST). Those members who have
day of the AGM shall be the same person mentioned for registered themselves as a speaker will only be allowed
remote e-voting. to express their views/ ask questions during the AGM.
The Company reserves the right to restrict the number
of speakers and time for speaking, depending on the
INSTRUCTIONS FOR MEMBERS FOR ATTENDING availability of time for the AGM.
THE AGM THROUGH VC/OAVM ARE AS UNDER:
2. Further members, who have registered themselves as
1. Member will be provided with a facility to attend the AGM speaker shareholder, will be required to allow Camera and
through VC/OAVM through the NSDL e-Voting system. use Internet with a good speed to avoid any disturbance
Members may access by following the steps mentioned during the meeting.
above for Access to NSDL e-Voting system. After
successful login, you can see link of ‘VC/OAVM’ placed Other instructions
under ‘Join meeting’ menu against the Company name –
Orient Electric Limited. You are requested to click on VC/ 1. The Scrutinizer shall, immediately after the conclusion of
OAVM link placed under Join Meeting menu. The link for voting at the AGM, unblock the votes cast through remote
VC/OAVM will be available in Shareholder/Member login e-voting (votes cast during the AGM and votes cast through
where the EVEN of Company will be displayed. Please remote e-voting) and will submit a consolidated Scrutinizer’s
note that the members who do not have the User ID and Report of the total votes cast in favour or against, if any,
Password for e-Voting or have forgotten the User ID and to the Chairman or any other person so authorised, who
Password may retrieve the same by following the remote shall countersign the same. The results will be announced
e-Voting instructions mentioned in this Notice to avoid within the time stipulated under the applicable laws.
last minute rush.
2. The result declared along with the Scrutinizer’s Report
2. Members are encouraged to join the Meeting through shall be displayed at the Registered Office and Corporate
Laptops for better experience. Office of the Company, as well as placed on the Company’s
website www.orientelectric.com and on the website of NSDL
3. Further Members will be required to allow Camera and https://www.evoting.nsdl.com immediately. The Company
use Internet with a good speed to avoid any disturbance shall simultaneously forward the results to National Stock
during the meeting. Exchange of India Limited and BSE Limited, where the shares
of the Company are listed.
4. Please note that Participants Connecting from Mobile
Devices or Tablets or through Laptop connecting via 3. The recorded transcript of the 8th AGM shall also
Mobile Hotspot may experience Audio/Video loss due to be made available on the website of the Company,
Fluctuation in their respective network. It is therefore www.orientelectric.com in the Investor’s section, as soon
recommended to use Stable Wi-Fi or LAN Connection to as possible after the AGM is over.
mitigate any kind of aforesaid glitches.
4. Subject to receipt of requisite number of votes, the
5. Members who have questions may send their Resolutions shall be deemed to have been passed on the
questions in advance latest by Thursday, July date of AGM, i.e. August 01, 2024.
25, 2024, mentioning their name, demat account
number/folio number, email id, mobile number at 5. Members are requested to fill in and submit the Feedback
investor@orientelectric.com. The same will be replied by Form available in the ‘Investor’ section on the Company’s
the Company suitably. website www.orientelectric.com, to aid the Company in its
constant endeavour to enhance the standards of service
to its members.

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EXPLANATORY STATEMENT PURSUANT TO SECTION


102 OF THE COMPANIES ACT, 2013
Item no. 4, 5 & 6 Mr. Ravindra Singh Negi is a seasoned business leader who
brings more than 26 years of experience across telecom and
The Board of Directors (‘Board’), pursuant to the provisions consumer durables/electric sectors. He has delivered hyper
of Section 161 of the Companies Act, 2013 (‘Act’), Articles of growth, turned around businesses and has managed business
Association of the Company and upon recommendation of transformations while developing and mentoring strong leaders.
the Nomination and Remuneration Committee, has appointed He is a diligent and committed business leader with good people
Mr. Ravindra Singh Negi (DIN: 10627944) as an Additional management skills
Director (Executive) of the Company, w.e.f. May 31, 2024. As an
Additional Director, Mr. Ravindra Singh Negi would hold office Mr. Ravindra Singh Negi is not disqualified from being appointed
of Director upto the date of this 8th Annual General Meeting as a Director in terms of Section 164 of the Act. Further, for
(‘AGM’) of the Company or the last date upto which the AGM being eligible to be appointed as a Managerial Personnel, Mr.
should have been held. Further, as per Regulation 17(1C) of the Ravindra Singh Negi satisfies the applicable conditions set out in
Securities and Exchange Board of India (Listing Obligations and sub-section (3) of Section 196 of the Act and Part-I of Schedule V
Disclosure Requirements) Regulations, 2015, as amended, the thereto and he is not debarred from appointment by any order of
approval of the members for appointment of a person on the the Securities and Exchange Board of India (‘SEBI’) or any other
Board of Directors of the company is required to be taken at competent authority.
the next general meeting or within three months from the date
of such appointment. Therefore, the approval of the members The Nomination and Remuneration Committee / the Board
is being sought through the appended resolution. The Company of the Company are proposed to be authorised to revise the
has received a notice under Section 160 of the Act from a remuneration and other terms and conditions, from time to time,
member proposing the candidature of Mr. Ravindra Singh Negi in accordance with the provisions of the Section 197 of the Act
for the Office of Director. Further, on the recommendation of the read with Schedule V thereto.
Nomination and Remuneration Committee and in accordance with
the provisions of Section 196, 197 and 198 read with Schedule V Additional details of Mr. Ravindra Singh Negi, required under
to the Act and the Companies (Appointment and Remuneration Regulation 36 of the Securities and Exchange Board of India
of Managerial Personnel) Rules, 2014, the Board appointed Mr. (Listing Obligations and Disclosure Requirements) Regulations,
Ravindra Singh Negi as the Managing Director of the Company 2015 and Secretarial Standard -2 on General Meetings, issued
for a period of 5 (Five) years with effect from May 31, 2024, by the Institute of Company Secretaries of India, are given in
at such remuneration as specified in the proposed resolution Annexure - A to this Notice.
no. 6. The appointment of, and payment of remuneration to,
Mr. Ravindra Singh Negi is subject to the approval of the In compliance with the provisions of Sections 152, 161, 196,
members of the Company. Mr. Ravindra Singh Negi is also 197 and other applicable provisions of the Act, if any, read with
designated as Chief Executive Officer of the Company and as a Schedule V to the Act and the Companies (Appointment and
Key Managerial Personnel. Remuneration of Managerial Personnel) Rules, 2014 and based
upon the recommendation of the Nomination and Remuneration
Mr. Ravindra Singh Negi has done PGDBM degree from Fore Committee, approval of the members of the Company is being
School of Management, Delhi. He has also completed many sought for appointment of Mr. Ravindra Singh Negi as an
professional trainings such as Driving Business Success from Executive Director and also for Managing Director, liable to
ISB, Hyderabad, Leadership Development from CCL Singapore, retire by rotation, who shall be a Key Managerial Personnel of
Executive Leadership Development Program from MIT, Boston. the Company for a period of 5 (five) years with effect from May
etc. His last assignment was with Bajaj Electricals Limited where 31, 2024, on the terms and conditions including remuneration as
he was the Chief Operating Officer – Consumer Products. Prior to detailed in the resolutions at item nos. 4, 5 and 6 respectively.
that, he has worked with Havells Limited, where he led their ECD
segment. He has spent two decades at Bharti Airtel, where in his The details set out in the aforesaid resolutions read alongwith
last role, he was CEO of the Delhi and NCR Circle. He is the former explanatory statement may be treated as written memorandum
Chairman of the Indian Fans Manufacturers Association (IFMA). setting out the terms of appointment of Mr. Ravindra Singh Negi
under Section 190 of the Act.

262
N O TICE

The Board recommends resolutions numbers 4, 5 and 6 as None of the existing Directors or Key Managerial Personnel
set out in the Notice, for the approval of the members of the or their relatives, are in any way concerned or interested
Company as Ordinary Resolutions. in the proposed resolution, financially or otherwise, as set
out in the Notice.
None of the Directors or Key Managerial Personnel or their
relatives, except Mr. Ravindra Singh Negi himself, in his personal Item no. 8
capacity are in any way concerned or interested, financially or
otherwise, in the proposed resolutions as set out in the Notice. The Board of Directors on the recommendation of Audit
Committee, appointed Mr. Somnath Mukherjee, Cost Accountant
Item no. 7 in Practice (M. NO.-5343), as the Cost Auditor of the Company for
conducting the audit of the cost records of the Company for the
Mr. Desh Deepak Khetrapal, the Vice Chairman of the Company, financial year 2024-25, at a remuneration of H 95,000/- (Rupees
was appointed as the Managing Director of the Company for a Ninety -Five thousand) excluding tax and out of pocket expenses
period of one year with effect from July 15, 2023 and designated which shall be reimbursed to him on actual basis.
as Vice Chairman and Managing Director. The appointment of
Mr. Desh Deepak Khetrapal as the Managing Director of the In accordance with the provisions of Section 148 of the
Company was approved by the shareholders of the Company Companies Act, 2013, read with the Companies (Audit and
through Postal Ballot on September 10, 2023. Auditors) Rules, 2014, the remuneration payable to Cost Auditor
as recommended by the Audit Committee and approved by the
The Board of Directors on the recommendation of the Nomination Board of Directors, requires ratification by the shareholders
and Remuneration Committee, keeping in mind the performance of the Company.
of Mr. Desh Deepak Khetrapal, revised his remuneration from
existing H 25,00,000 (Rupees twenty five lacs) per month Accordingly, the shareholders are requested to approve the
inclusive of 20% variable pay to H 27,50,000 (Rupees Twenty remuneration of the Cost Auditor for the financial year 2024-25
Seven lacs fifty thousand) per month inclusive of 20% variable as set out above for the aforesaid services to be rendered by him.
pay effective from April 1, 2024. Since Mr. Khetrapal has resigned
from the position of Vice Chairman & Managing Director as well None of the Directors and Key Managerial Personnel and their
as from the office of the Director of Company with effect from relatives, are in any way, financially or otherwise, concerned
the close of business hours on May 30, 2024 due to his personal or interested financially or otherwise, in the passing of the
reasons, his aforesaid revised remuneration was paid to him till resolution set out at Item No. 8 of the Notice.
May 30, 2024 and the same need to be confirmed, approved and
ratified by the members of the Company. The Board of Directors of the Company recommends the
resolution set forth at Item no. 8 of the accompanying Notice,
Mr. Desh Deepak Khetrapal holds an Honours degree in Business for the approval of the shareholders as an Ordinary Resolution.
and Economics from Shri Ram College of Commerce and an MBA
degree from Faculty of Management Studies, Delhi University.
He has a rich experience in industrial, consumer, and retail
businesses. He is a business leader with a track record of leading
and transforming large and diversified organisations across
various industries, including services, industrials, and consumer By Order of the Board of Directors
and retail businesses.

Additional details of Mr. Desh Deepak Khetrapal required under


Secretarial Standard on General Meetings, issued by the Institute Hitesh Kumar Jain
of Company Secretaries of India, are given in Annexure - A Company Secretary
to this Notice. (Membership No.: F6241)
Registered Office: Unit VIII,
The Board recommends the resolution with respect to payment Plot No. 7, Bhoinagar,
of remuneration to Mr. Desh Deepak Khetrapal as set out in Place: New Delhi Bhubaneswar – 751012, Odisha
item no. 7 of the notice, for approval of the shareholders as an Date: May 30, 2024 CIN: L31100OR2016PLC025892
Ordinary Resolution.

263
O ri ent Elect ric L imited | A n n u al R epor t 2023-24

Annexure -A

DETAILS OF DIRECTORS REQUIRED UNDER REGULATION 36 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015, AND SECRETARIAL STANDARD – 2 ON GENERAL MEETINGS:

Name Mr. Chandra Kant Birla Mr. Desh Deepak Khetrapal Mr. Ravindra Singh Negi
Date of first appointment on the January 19, 2018 January 19, 2018 May 31, 2024
Board
Age 69 years 68 years 52 years
Last gross remuneration H 39 lacs $
H 210 lacs N.A.
(Sitting fees and commission)
Qualifications & expertise in Mr. Chandra Kant Birla holds a Refer Explanatory Statement Refer Explanatory
specific functional area bachelor degree of Arts. He heads Statement
the C. K. Birla group, a diversified
business conglomerate, involved in
various business verticals such as
cement, paper, chemicals, consumer
durables, auto components,
precision bearings, building
materials, construction, earth moving
equipment, information technology,
health care and education.
Relationship with other Directors, Nil Nil Nil
Manager and other Key Managerial
Personnel of the Company
Number of Meetings of the Board 5 5 N. A.
attended during the financial year
2023-24
Directorships held in other Public a. Orient Cement Limited a. Orient Cement Limited N. A.
Limited Companies in India b. Orient Paper & Industries Limited b. HIL Limited
c. HIL Limited
d. AVTEC Limited
e. National Engineering Industries
Limited
f. Birlasoft Limited
g. Neosym Industry Limited
Chairmanship / Membership of Chairman of Stakeholder Orient Cement Limited: N. A.
Committees in other public limited Relationship Committee in Member - Audit Committee and
companies in India* Birlasoft Limited Stakeholders’ Relationship
Committee
HIL Limited:
Member - Audit Committee
Resignation from the directorship Nil Orient Electric Limited N. A.
of the listed companies in the past
three years
Shareholding in the Company Self :34,85,893 Nil Nil
(No. of shares) As a beneficial owner : Nil
Does not include sitting fee paid before appointment as Managing Director.
$

*Committees considered for this purpose are those prescribed in Regulation 26 of the Listing Regulations, viz. Audit Committee and Stakeholders’ Relationship Committee.

264
Orient Electric Limited

Registered Office: Corporate Office:

Unit VIII, Plot No. 7, Bhoinagar, 240, Okhla Industrial Estate Phase - III
Bhubaneswar-751012, Odisha New Delhi - 110 020, India

Phone 0674-2396930 Helpline 1800 103 7574 (Toll-Free)

Email: investor@orientelectric.com | customer.connect@orientelectric.com


Website: www.orientelectric.com

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