Your Directors have pleasure in presenting the 35^th Annual Report (“the Company” or “ORIL”) along with the
Audited Financial Statements for the Financial Year ended March 31, 2026 (“the Year” or “FY 2025-26”).

FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS

The Audited Financial Statements for the Financial Year ended March 31, 2026, forming part of this Annual
Report, have been prepared in accordance with the applicable Indian Accounting Standard (hereinafter referred
to as “Ind AS”) prescribed under Section 133 of the Companies Act, 2013 (“Act”) and other recognized
accounting practices and policies to the extent applicable. The Company’s performance during the Financial
Year under review as compared to the previous Financial Year is summarized below:

(? in Lakhs)

Note: The abovefigures are extractedfrom the audited standalone & consolidatedfinancial statements of the Company
prepared in accordance with Ind AS.

STATE OF COMPANY’S AFFAIRS AND REVIEW OF OPERATIONS

Standalone

The Company’s Standalone revenue from operations for FY 2025-26 was ? 17,249.57 Lakhs, compared to ?
15,315.94 Lakhs in the previous year. The Company’s profit before exceptional items and tax on a standalone
basis was ? 1,664.32 Lakhs during the year compared to ? 1,440.85 Lakhs in the previous year. The Company
earned a net profit of ? 1,226.39 Lakhs during the year compared to ? 1,028.89 Lakhs in the previous year.

Consolidated

The Company’s consolidated revenue from operations for FY 2025-26 was ? 57,334.91 Lakhs compared to ?
60,819.38 Lakhs in the previous year. The Company’s profit before exceptional items and tax on a consolidated
basis was before exceptional items and tax on a consolidated basis was ? 5,695.03 Lakhs during the year
compared to ? 4,440.17 Lakhs in the previous year. The Company earned a net profit of before exceptional
items and tax on a consolidated basis was ? 4,224.00 Lakhs during the year compared to ? 2,921.59 Lakhs in
the previous year.

SUBSIDIARY COMPANIES AND FINANCIAL DETAILS

Oriental Foundry Private Limited

As on March 31, 2026, the Company had 1 Wholly Owned Subsidiary Namely “Oriental Foundry Private
Limited” (“OFPL”). During the year, the Board of Directors reviewed the affairs of the subsidiary.

The OFPL revenue from operations for FY 2025-26 was ? 40,893.28 Lakhs as compared to ? 45,722.35 Lakhs
in the previous year. The Company’s profit before exceptional items and tax was ? 4,030.72 Lakhs during the
year as compared ? 2,999.32 Lakhs in the previous year. The Company earned a net profit of ? 2997.61 Lakhs
during the year compared to ? 1,892.70 in the previous year.

The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with Indian
Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS’),
form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ('the Act') and Rules 5 and 8(1) of the
Companies (Accounts) Rules, 2014, the salient features of the financial position of subsidiary are given in Form
AOC-1 set out as “Annexure G” to this Report.

During the year under review, no Company has become or ceased to be a subsidiary of the Company. The
Company does not have any associate or joint venture companies.

The separate financial statement of the subsidiary Company is available on the website of the Company and
can be accessed at https://www.orientalrail.com/subsidiary-annual-report.php

MATERIAL SUBSIDIARY

The Board of Directors of the Company had adopted a Policy for determining material subsidiary company in
line with the Listing Regulations. The Policy is uploaded on the Company’s website at
https://www.orientalrail.com/policies-code-and-compliances.php

NATURE OF BUSINESS & ANY CHANGES THEREIN

The Company is engaged in the business of manufacturing and supplying a diverse range of components for
railway coaches, including seat and berth assemblies, DTBB, silicone foam blocks, Acosonic boards, artificial
leather (Rexine), compred boards, and other allied products catering primarily to the Indian Railways, as well
as other industrial sectors.

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

DIVIDEND

Based on the Company’s performance, the Board of Directors are pleased to recommend a Final Dividend of ?
0.10 (Rupees Ten paise only) i.e. @ 10% per equity share of the face value of ? 1/- each for the financial year

ended March 31, 2026 subject to the approval of members of the Company at the ensuing Annual General
Meeting.

INVESTOR RELATIONS (IR)

The Company remains committed to maintaining transparency and effective communication with investors and
analysts. During FY 2025-26, the Company engaged with the investor community through various interactions
and initiatives.

To further strengthen its investor relations framework, the Company has appointed Stellar IR Advisors Private
Limited as its exclusive Investor Relations Advisory Services partner with effect from February 01, 2026, to
support investor communication and stakeholder engagement.

SHARE CAPITAL

As on March 31, 2026, the Authorised Share Capital of the Company is at Rs. 10,00,00,000 comprising of
10,00,00,000 equity shares of face value Rs. 1 each. Whereas, the Issued, Subscribed and Paid-up share capital
of the Company is Rs. 6,70,00,000 comprising of 6,70,00,000 Equity Shares of face value of Rs. 1 each. The
Company’s shares are listed on BSE Limited (“BSE”).

CHANGE IN THE SHARE CAPITAL OF THE COMPANY DURING
THE YEAR

During the financial year under review, the Company witnessed the following changes in its Equity Share
Capital pursuant to the approvals granted by the Allotment Committee of the Board of Directors:

Preferential Allotment of Convertible Warrants

On June 27, 2025, July 12, 2025, and July 29, 2025 respectively, the Company allotted 5,00,000, 10,00,000,
and 10,00,000 equity shares, respectively, aggregating to 25,00,000 equity shares, pursuant to the conversion
of 25,00,000 convertible warrants into an equivalent number of equity shares of the Company.

These warrants formed part of the 75,00,000 convertible warrants allotted on a preferential basis to Mrs.
Wazeera S. Mithiborwala, a member of the Promoter Group. Each warrant was convertible into one equity
share of face value Re. 1/- each. Post conversion of the said 25,00,000 warrants, no convertible warrants remain
outstanding as on the date of conversion.

Resultant Change in Share Capital

As a result of the above allotments, the Company’s paid-up Equity Share Capital increased from ^6,45,59,000
comprising 6,45,59,000 equity shares of Re. 1/- each to ^6,70,59,000 comprising 6,70,59,000 equity shares of
Re. 1/- each as on March 31, 2026.

Monitoring of Preferential Allotment Proceeds

In accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company
appointed CARE Ratings Ltd. as the Monitoring Agency to oversee the utilisation of proceeds from the
aforesaid preferential allotment.

The Monitoring Agency has confirmed that there has been no deviation in the utilisation of funds from the
objects stated in the notice seeking members’ approval. Details of fund utilisation are disclosed in the
Monitoring Agency Report, which is available on the Company’s website at: https://www.orientalrail.com.

TRANSFER TO RESERVE

An amount of ? 1226.40 Lakhs has been transferred to General Reserve in respect of Financial Year under
review.

PUBLIC DEPOSITS

Your Company has not accepted Deposits from public during the year under review falling within the ambit of
Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

INTERNAL CONTROL WITH REFERENCE TO FINANCIAL
STATEMENTS

The Company has established and implemented adequate internal financial controls with reference to its
financial statements, commensurate with the size, scale, and complexity of its operations. These controls are
designed to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection
of frauds and errors, maintenance of accurate accounting records, and timely preparation of reliable financial
information.

The Company’s Financial Statements are prepared in accordance with the applicable provisions of the
Companies Act, 2013 and the Indian Accounting Standards (Ind AS) notified under Section 133 of the Act,
along with relevant rules issued thereunder. The accounting policies adopted by the Company are reviewed
periodically and are approved by the Audit Committee and the Board of Directors.

The Internal Auditor periodically evaluates the adequacy and effectiveness of the internal control systems,
accounting procedures, and policies of the Company. Based on internal audit observations, necessary corrective
actions are undertaken by the respective process owners to strengthen the internal control framework.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

In accordance with the requirements of Listing Regulations, a comprehensive report on the corporate
governance framework and practices followed by the Company is included as a separate section of this Annual
Report. This report outlines the Company’s commitment to high standards of governance, ethical conduct,
transparency and accountability, and is accompanied by a certificate from the Statutory Auditors confirming
compliance with the applicable provisions of the said Regulations.

Further, pursuant to Regulation 34(2)(e) read with Schedule V of the said Regulations, the Management
Discussion and Analysis Report, providing an overview of the Company’s performance, industry outlook, risks
and opportunities, also forms part of this Annual Report.

LISTING

The Equity Shares of the Company are listed on the BSE Limited. BSE has nation-wide trading terminals.
Annual listing fee for the Financial Year 2025-26 has been paid to the BSE Limited.

AUDITORSSTATUTORY AUDITOR AND AUDITORS’ REPORT

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014,
M/s. Anil Bansal & Associates., Chartered Accountants (Firm Registration No. 100421W) were appointed as
the Statutory Auditors of the Company for a term of 5 years to hold office from the conclusion of 31^st Annual

General Meeting up to the conclusion of the 36^th Annual General Meeting of the Company to be held in the
year 2027.

M/s. Anil Bansal & Associates, Chartered Accountants (Firm Registration No. 100421W) have consented and
confirmed that their appointment is in accordance with the conditions prescribed in Section 139 of the Act and
the Companies (Audit and Auditors) Rules, 2014 and that they meet the eligibility criteria specified in Section
141 of the Act and submitted the certificate in writing that they are not disqualified to hold the office of the
statutory auditor. Further in terms of the Listing Regulations, the Auditors have confirmed that they hold a valid
certificate issued by the Peer Review Board of the ICAI.

The Auditors’ Report to the Members on the Accounts of the Company for the year ended March 31, 2026 is a
part of the Annual Report. The Notes to the financial statements referred in the Auditors’ Report are self¬
explanatory. The Statutory Auditors have expressed their unmodified opinion on the Standalone and
Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse
remarks, or disclaimers. During the financial year 2025-26, the Auditors had not reported any matter under
Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

COST AUDITOR

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, the Company is required to maintain cost records as specified by the Central
Government.

Based on the recommendation of the Audit Committee your Board has appointed M/s. Niketan Govindbhai
Tadhani & Co., Cost Accountants (Firm Registration No. 003636) as the Cost Auditors of the Company for the
financial year 2026-27. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the
remuneration payable to the Cost Auditor is required to be ratified by the members. Accordingly, appropriate
resolution seeking your ratification to the remuneration of the aforesaid Cost Auditors are appearing in the
Notice calling the 35^th Annual General Meeting of the Company.

The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and
that they are not disqualified from appointment within the meaning of the said Act.

SECRETARIAL AUDITOR AND AUDITORS’ REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (LODR) Regulations, 2015, it is mandated
that every listed entity and its material unlisted subsidiaries undertake a Secretarial Audit.

Further, listed entities are required to submit an Annual Secretarial Compliance Report, which shall be signed
by the appointed Secretarial Auditor or a Peer Reviewed Company Secretary satisfying the conditions as
prescribed by SEBI.

In alignment with the aforementioned regulatory framework including the amendments made, the Board of
Directors, based on the recommendation of Audit Committee, approved appointment of Mr. Shiv Hari Jalan,
Practicing Company Secretary (Certificate of Practice No. 4226, Firm Registration No. S2016MH382700 &
Peer Review No. 1576/2021), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors
of the Company for a period of five years, i.e., from April 1, 2025 to March 31, 2030. The said appointment
was approved by the shareholders at the 34^th Annual General Meeting.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year ended March 31, 2026 under Companies Act, 2013,
(including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the
“Annexure B” to this report.

The Secretarial Auditor has made the following observation in the said report:

During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the
Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Secretarial Compliance Report for the financial year ended March 31, 2026, in relation to compliance of
all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to requirement of Regulation
24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations’) has been filled with the stock exchange within stipulated time period.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN
SUBSIDIARY

As per the requirements of the Listing Regulations, the material subsidiary of the Company viz. Oriental
Foundry Private Limited have undertaken secretarial audit for the Financial Year 2025-26 and is also annexed
as “Annexure C” to this report.

CERTIFICATIONS FROM COMPANY SECRETARY IN PRACTICE

A certificate has been received from M/s. Shiv Hari Jalan & Co., Practising Company Secretaries, that none of
the Directors on the Board of the Company have been debarred or disqualified from being appointed or
continuing as Directors of companies by SEBI, Ministry of Corporate Affairs or any such statutory authority.
The certificate is a part of Report on Corporate Governance.

The requisite Certificate from M/s. Shiv Hari Jalan & Co., Practicing Company Secretary, confirming
compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is annexed
hereto “Annexure D” to this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND
GENERAL MEETINGS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and
‘General Meetings’ respectively, have been duly complied by your Company issued by the Institute of
Company Secretaries of India.

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s. H.
Y. Pancha & Associates, Chartered Accountants (FRN: 107273W) were initially appointed as Internal Auditors
of the Company for the Financial Year 2025-26.

Subsequently, he resigned from the said position due to health issues with effect from November 12, 2025.
Based on the recommendation of the Audit Committee, the Board of Directors approved the appointment of
M/s. K. S. Agarwal & Co., Chartered Accountants as Internal Auditors of the Company in their place, with
immediate effect for the Financial Year 2025-26.

CREDIT RATING

The Credit Ratings of the Company as on March 31, 2026 is as below:

CORPORATE SOCIAL RESPONSIBILITY

The Company has developed a CSR framework in line with Section 135 of the Act read with Schedule VII
thereto which focuses on Education, Healthcare etc. In compliance with the provisions of Section 135 of the
Act, read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted a
Corporate Social Responsibility Committee of the Board. The CSR Committee is responsible for formulating,
implementing and monitoring the CSR Policy of the Company and for ensuring that CSR activities are

undertaken in accordance with the statutory framework. The Company’s CSR Policy, which outlines its guiding
principles, focus areas and governance mechanism, is available on the Company’s website at:
https://www.orientalrail.com/policies-code-and-compliances.php

During the year, the Company carried out CSR activities in accordance with Section 135 of the Act, with a
primary focus on the promotion of education as its core CSR activity. The Company has supported school in
villages to enhance access to education and contribute to sustainable community development.

A detailed report on the CSR activities undertaken during the year, as required under Rule 8 of the Companies
(Corporate Social Responsibility) Rules, 2014, is annexed to this Report as “Annexure A”.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014,
the particulars relating to “Conservation of Energy, Technology Absorption and Foreign Exchange Earnings
and Outgo” are given in “Annexure E” which is appended to this Board’s Report.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Sections 124, 125 and other applicable provisions, if any, of the Act, read with
the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,
(hereinafter referred to as “IEPF Rules”), the amount of dividend remaining unpaid/unclaimed for a period of
seven years from the date of transfer to the unpaid dividend account, is required to be transferred to the Investor
Education and Protection Fund (“IEPF Rules”). The IEPF Rules mandate Companies to transfer shares of
Members whose dividends remain unpaid/ unclaimed for a continuous period of seven years to the demat
account of IEPF Authority.

Accordingly, during the year, the Company has complied with the aforesaid provisions and sent individual
notices and also advertised in the newspapers seeking action from the shareholders who have not claimed their
dividends for past seven consecutive years i.e. for Final Dividend 2017-18 and thereafter, had transferred such
unpaid or unclaimed dividends to the IEPF Authority.

Shareholders /claimants whose shares, unclaimed dividend, have been transferred to the aforementioned IEPF
Suspense Account or the Fund, as the case may be, may claim the shares or apply for refund by making an
application to the IEPF Authority in Form IEPF-5 (available on
https://www.iepf.gov.in/content/iepf/global/master/Home/Home.html) along with requisite fee as decided by
the IEPF Authority from time to time.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the
Company’s website https://www.orientalrail.com/dividend.php. The shareholders are therefore encouraged to
verify their records and claim their dividends of all the earlier seven years, if not claimed.

ANNUAL RETURN

Pursuant to section 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, a copy of the Annual Return will be placed on the website of the Company and
can be accessed at the Web-link https: //www.orientalrail. com/annual-reports.php

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 35 of the Listing Regulations, Management Discussion and Analysis containing
information inter-alia on industry trends, your company’s performance, future outlook, opportunities and
threats for the year ended March 31, 2026, is provided in a separate section forming integral part of this Annual
Report.

DIRECTORS’ AND KEY MANAGERIAL PERSONNEL

Composition of the Board

The Board of Directors of the Company is duly constituted in accordance with the provisions of the Act read
with the Listing Regulations. The Board comprises an appropriate mix of Executive, Non-Executive and
Independent Directors, ensuring effective governance, balanced decision-making and compliance with
statutory requirements.

Independent Directors’ declaration & eligibility

The Company has received declarations from all the Independent Directors confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations.
In the opinion of the Board, the Independent Directors fulfil the conditions specified for their appointment and
possess the requisite qualifications, experience, expertise, proficiency and high standards of integrity, as
required under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the
Independent Directors of the Company have registered themselves with the Indian Institute of Corporate
Affairs, Manesar (“IICA”) and have also completed the online proficiency test conducted by the IICA, wherever
applicable.

Cessation of Director

During the year under review, Mr. Suresh Mane ceased to be an Independent Director of the Company with
effect from June 12, 2025 upon completion of his second tenure. The Board places on record its sincere
appreciation for his valuable contribution to the growth, governance and deliberations of the Company during
his association with the Board.

Appointment during the year

During the financial year 2025-26, based on the recommendation of the Nomination and Remuneration
Committee and pursuant to the approval of the Board of Directors and the Members of the Company as
applicable, the following appointments were made:

Mr. Nilesh V. Parikh (DIN: 02710146) as an Independent Director of the Company of the Company for a period
of five consecutive years from June 09, 2026 to June 08, 2030 (both days inclusive). The shareholders approved
his appointment in the 34^th Annual General Meeting of the Company held on September 04, 2025.

Reappointment of directors liable to retire by rotation

In accordance with the provisions of Section 152 of the Act, read with Articles of Association of the Company
Mr. Amitabh Sinha (DIN: 10605264), Executive Director - Technical will retire by rotation at the ensuing
Annual General Meeting and being eligible, offer himself for re-election. Your Board has recommended their
re-election.

The proposal for reappointment of Mr. Amitabh Sinha (DIN: 10605264), is covered in Item No. 3 of the AGM
notice as Ordinary Business.

The requisite details of the Directors appointed and re-appointed during the year, as required under the Listing
Regulations, form part of this Annual Report.

Key Managerial Personnel

As on the date of this report, following are the Key Managerial Personnel (“KMPs”) of your Company as per
Sections 2(51) and 203 of the Act:

• Mr. Karim N. Mithiborwala, Managing Director

• Mr. Vali N. Mithiborwala, Whole-Time Director

• Mr. Saleh N. Mithiborwala, Whole-Time Director & Chief Financial Officer

• Mr. Hardik Chandra, Company Secretary & Compliance Officer (up to May 05, 2025)

• Ms. Hemali Rachh, Company Secretary & Compliance Officer (w.e.f. May 06, 2025)

Changes in Board and Key Managerial Personnel

There was no change in the composition of the Board of Directors and the Key Managerial Personnel during
the year under review, except as stated above.

AUDIT COMMITTEE OF THE COMPANY

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act,
Regulation 18 of the Listing Regulations as amended from time to time and guidance note issued by Stock
Exchange. The details of the composition of the Audit Committee are detailed in the Corporate Governance
Report, which forms part of this Report.

NOMINATION AND REMUNERATION POLICIES

The Board of Directors has approved a Policy which lays down a framework for selection and appointment of
Directors and Senior Management and for determining qualifications, positive attributes and independence of
Directors.

Details of the Nomination and Remuneration Policy is hosted on the website of the Company at
https://www.orientalrail.com/policies-code-and-compliances.php

BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Act and Listing Regulations, the Board of Directors
undertook a structured annual evaluation of its own performance, that of its Committees and individual
Directors. The Nomination and Remuneration Committee of the Company (‘NRC’) has defined the evaluation
criteria, procedure for the Performance Evaluation process for the Board, its Committees and Directors. The
evaluation process is carried out through a well-defined and transparent framework and focuses on the
effectiveness of governance practices, quality of deliberations and oversight responsibilities.

In a separate meeting of Independent Directors held on March 09, 2026, performance of Non-Independent
Directors, the Board as a whole and the Chairman of the Company was evaluated by the Independent Directors.
The Board and NRC accord due importance to this evaluation exercise as a key tool for enhancing Board
effectiveness, accountability and continuous improvement. The details of the evaluation process are provided
in the Report on Corporate Governance, forming part of this Annual Report.

The Board and NRC reviewed the performance of the Board, its committees and of the Directors. The same
was discussed in the Board Meeting and the feedback received from the Directors on the performance of the
Board and its Committees was also discussed. The Directors expressed their satisfaction with the evaluation
process.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed herewith as “Annexure F” to this Board’s Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms
a part of the Annual Report.

RISK MANAGEMENT

Your Company has adopted Risk Management system for risk identification, assessment and mitigation. Major
risks identified by the Company are systematically addressed through mitigating actions on a continuous basis.

Some of the risks that the Company is exposed to are financial risks, commodity price risk, regulatory risks and
economy risks. The Internal Audit Report and Risk Management Framework is reviewed by the Audit
Committee.

NUMBER OF BOARD MEETINGS

During the year, 09 (Nine) Board Meetings were convened on May 05, 2025, May 14, 2025, May 27, 2025,
June 09, 2025, August 08, 2025, November 12, 2025, February 04, 2026, February 12, 2026 and March 27,
2026 respectively. The maximum gap between two Board meetings did not exceed 120 days. The details of the
Board meetings and the attendance of Directors are provided in the Corporate Governance Report forming part
of the Annual Report.

Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors’ and
‘General Meetings’ respectively have been duly followed by your Company.

COMMITTEES OF THE BOARD

As on the date of this report, the Board has the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders’ Relationship Committee

• Corporate Social Responsibility Committee

• Executive Committee

• Allotment Committee

All the recommendations made by the Board Committees including the Audit Committee, were accepted by
the Board. Detailed information of these Committees and relevant information for the year under review are set
out in the Corporate Governance Report.

POLICIES

The Company has adopted all policies as required under the provisions of the Act, and the SEBI (LODR)
Regulations, 2015. The Policies are regularly reviewed and updated and has been uploaded on the website of
the Company and can be accessed at the website of the Company at the web link
https://www.orientalrail.com/policies-code-and-compliances.php

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS
AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors
and Employees in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing
Regulations, to provide for adequate safeguards against victimization of persons, a framework to facilitate
responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the
Company’s Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower
Policy are posted on the website of the Company and the weblink to the same is
https://www.orientalrail.com/policies-code-and-compliances.php

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Since the Company is in the business of providing Infrastructural facilities, provisions of Section 186 except
sub-section 1 of the Act (‘the Act’) is not applicable to the company.

Further, the details of loans, guarantees and investments covered under the provisions of Section 186 of the
Act, read with Companies (Meetings of Board and Its Powers) Rules, 2014 forms part of this Annual Report in
Notes to the standalone financial statements for the Financial Year ended March 31, 2026.

RELATED PARTY TRANSACTIONS

In accordance to Section 177 of the Companies Act, 2013, Regulation 23 of the SEBI (LODR) Regulations and
as prescribed under the RPT Industry Standards (ISF)/applicable regulations, all related party transactions
undertaken by the Company during the financial year were conducted at arm’s length and in the ordinary course
of business.

To ensure transparency and regulatory compliance, all related party transactions were presented to the Audit
Committee for their review and approval. Additionally, for transactions of a repetitive nature conducted at
arm’s length in the ordinary course of business, omnibus approval of the Audit Committee was obtained prior
to execution.

Further, all transactions with related parties were in adherence to the provisions of the Act and the rules framed
thereunder, the Listing Regulations, and the Company’s Policy on materiality in dealing with related party
transactions.

Since all transactions which were entered into during the Financial Year 2025-26 were on arm’s length basis
and in the ordinary course of business and there was no material related party transaction entered by the
Company during the Financial Year 2025-26 as per Policy on Related Party Transactions, hence no detail is
required to be provided in Form AOC-2 prescribed under Clause (h) of Subsection (3) of Section 134 of the
Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Further, the Company and/ or its subsidiaries
have not entered into any contract/ arrangement/ transaction with related parties during the year which could
be considered as material in accordance with the Policy on Related Party Transactions of the Company.

None of the transactions with any of the related parties were in conflict with the interest of the Company rather,
these were synchronized and synergized with the Company’s operations. The disclosures on related party
transactions for the financial year ended March 31, 2026 is a part of the Annual Report.

Further, pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related
party transactions with the stock exchanges within statutory timelines.

Your Company has formulated a Policy on materiality of dealing with related party transactions and the same
has been hosted on its website at https://www.orientalrail.com/policies-code-and-compliances.php.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and systems of compliance which are established and
maintained by the Company, audits conducted by the Internal, Statutory and Secretarial Auditors including
audit of internal financial controls over financial reporting by the Statutory Auditors and reviews by the
Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion
that the Company’s internal financial controls were adequate and effective during FY 2025-25.

Accordingly, pursuant to Section 134(5), 135(3)(c) and 135(5) of the Act the Directors confirm to the best of
their knowledge and ability, that:

• in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable
accounting standards have been followed with no material departures;

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

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

• the Directors have prepared the annual financial statements on a going concern basis;

• the Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and operating effectively; and

• 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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual
working in Company’s premises through various interventions and practices. The Company always endeavors
to create and provide an environment that is free from discrimination and harassment including sexual
harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace which is in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Internal Complaints Committee (‘ICC’) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this Policy. ICC has its presence at corporate office as well as at site locations.

The Policy is gender neutral. During the year under review, Company have not received any complaints as per
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURES AS PER THE PROVISIONS OF MATERNITY BENEFIT
ACT, 1961

Pursuant to the Section 134(3) of the Act read with Rule 8(3)(xiii) of the Companies (Accounts) Rules, 2014,
your Company has duly complied with the applicable provisions of the Maternity Benefit Act, 1961 for the
financial year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company occurred
between the end of the Financial Year to which these financial statements relate and the date of the report other
than those mentioned under any section of this Annual Report.

REPORTING OF FRAUDS

There were no instances of fraud during the year under review, which required the Statutory Auditors to report
to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF
2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or
by the Company itself under the IBC before the NCLT.

GENERAL

Neither the Managing Director nor the Executive Directors have received any remuneration or commission
from Subsidiary of your Company.

The Company has taken adequate insurance cover for all its assets, including buildings, plant and machinery,
stocks, and other insurable interests, to safeguard against risks such as fire, theft, and other unforeseen events.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were
no transactions / events on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise. and sweat equity
shares.

• Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going
concern status and the Company’s operation in future.

• There has been no change in the nature of business of your Company.

• The Company has not made any one-time settlement for loans taken from the Banks or Financial
Institutions, and hence the details of difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions
along with the reasons thereof is not applicable.

• During the year under review, there was no instance to report containing statement of deviation(s) or
variation(s) as per regulation 32 of SEBI (LODR) Regulations, 2015.

DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE

Pursuant to Circular No. 14/2020 dated April 8, 2020, Circular No. 20/2020 dated May 5, 2020, Circular No.
10/2022 dated December 28, 2022, Circular No. 9/2023 dated September 25, 2023, Circular No. 9/2024 dated
September 19, 2024 and 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (the
"MCA") and Securities and Exchange Board of India ("SEBI") Circular Nos. SEBI/HO/CFD/PoD-
2/P/CIR/2024/133 dated October 3, 2024 read with Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/0155
dated November 11, 2024 (latest updated on January 30, 2026) and other relevant circulars issued by the
MCA/SEBI in this regard (the "Circulars"), Notice of AGM and Annual Report will be sent through e-mail to
those Shareholders / beneficial owners whose name appear in the Register of Members / list of beneficiaries
received from the Depositories and to those Shareholders whose e-mail id(s) are registered with the Company
or its RTA. The aforesaid documents will be available on the Company’s website at www.orientalrail.com

CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion & Analysis Report describing the
Company’s objectives, expectations or forecasts may be forward looking within the meaning of applicable laws
and regulations. Actual results may differ from those expressed in the statement.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors’ wish to place on record their sincere appreciation for the continued cooperation and support of
the customers, suppliers, bankers and Government authorities. Your Directors’ also wish to place on record
their deep appreciation for the dedicated services rendered by the Company’s executives, staff and workers.

By order of the Board
For Oriental Rail Infrastructure Limited

Saleh N. Mithiborwala

Date: August 11, 2026 Chairman & Chief Financial Officer

Place: Mumbai DIN: 00171171