Orient Bell Ltd

Dear Members,

Your Directors take pleasure in presenting the Forty Seventh Annual Report and the audited accounts for the financial year ended March 31, 2024.

FINANCIAL RESULTS

(Rs in crores)

*regrouped

OPERATIONAL PERFORMANCE

Business was subdued in FY24, primarily due to muted demand in domestic markets and slowdown of exports which led to significant domestic capacities being diverted to the domestic market and putting immense pressure on realizations. The green shoots of recovery surfaced towards the close of calendar 2023, which helped arrest the drop in performance. For the full year, your Company registered Net Sales of Rs 669.5 crores as against Rs 699.6 crores in FY23, a drop of 4.3%.

Heightened competition in the domestic market led to an industry wide drop in average selling price and your company also dropped prices to compete. On the positive side, gas prices also cooled down. The other important positive was the growing share of Glazed Vitri_ed tiles in the Company's sales mix to 30%, which suggests growing traction for its high-value products. In fact, through FY24 the Company has aggressively grown the GVT portfolio however the loss in smaller ceramic size volumes has eaten up these gains.

Over the last 5-6 years, your Company has concentrated on improving cash flows and investing the same in building manufacturing capacity. Between FY19 and FY24 the Company has invested H 228 crores on CAPEX and added 10.2 msm p.a. of additional capacity, largely funded through internal accruals. With additional capacity in place, the Company has now shifted attention to building a strong Brand, an area where we have lagged behind competitors. We are giving brand building the same focus & energy that was spent on modernizing our manufacturing facilities. In December, 2023 the Company launched its first ever ALL India TV campaign (TVC) covering 17 channels and 7 languages with a unique and highly differentiated communication that builds on our vision of "Making tile buying & selling easier".

The TVC positioned OBL as a solution provider by focusing on our website-based price discovery, visualization tools and a wide product range. The creative strategy stands out in a cluttered industry where every other brand relies on celebrity endorsements. Our differentiated strategy has resulted in an increase in brand awareness by 50% over a four-month period.

These mass media investments have come on top of our highly acclaimed digital media campaigns where with just 20% of posts in the tile category, we have notched up a 50% share-of-voice. These efforts were suitably recognised—the ^#TechNoTension campaign stood out and won the GOLD at the e4m Indian Digital Marketing Awards FY 2023 for the Best Use of social media.

Our strategic approach to brand building continues to win accloades. OBL was again awarded "Best Brand" for the 4^th CONSECUTIVE Year by Reality+, as well as "Best Website", yet again.

The Company will continue investing in marketing towards improving brand awareness and build consumer preference through FY25. We believe that this will put us in a good position once demand picks up. The real estate cycle comprising of land acquisition, cement, steel, pipes, electricals, cables, etc. has already turned for the better and tile is one of the last products which is used in this cycle.

Capacity: The Company commissioned its Dora (plant) GVT Line – 2 (3.3 MSM p.a. capacity) ahead of schedule, which reduced the overall CAPEX cost by about 18%. It will help position the Company in South and West market. The Dora investment has come at the right time as consumer preferences are rapidly shifting from Ceramics to GVT solutions.

Product: Staying firm on its innovative zeal, the Company launched 233 new SKUs in GVT and 387 SKUs in Ceramics (new sizes and finishes) in FY24, which helped increase customer footfalls and generate revenue.

During the year under review, your Company has bagged its historical First EVER Patent for the unique method of preparing an "Anti-Microbial and Anti-Viral Ceramic tile".

Cost of production: Despite the trying external conditions, the Company focused on streamlining processes and improving existing systems to enhance operational efficiency. It helped in pruning the overall cost of operations.

Reach: The Company added 70 new exclusive display centres (Orient Bell Tile Boutiques) in FY24. These investments have helped drive GVT sales aggressively.

The Company's credit rating for its long term borrowings and short term borrowings have been reaffirmed by CRISIL as "A/Stable" and "A1" respectively as well as by India Ratings which has maintained its rating of "IND A1" for short term working capital facilities, at par with CRISIL's rating. The re-afirmation of the credit ratings by two of India's most reputed aforesaid rating agencies, reflects the unique strength and positioning of your company within the tiles industry.

During the year under review, the Company has further consolidated its multiple banking operations and has resumed its banking relationship with State Bank of India (SBI) along with its other working capital lenders i.e. Standard Chartered Bank (SCB), ICICI Bank (ICICI) and Axis Bank (Axis). Addition of India's largest bank to the portfolio of Company's lending institutions is a sign of Company's consistent worthiness lending banking muscle to your company's capabilities and reputation in its banking circle.

Dividend

Your Directors have recommended a dividend of Rs 0.50 (50 paisa) per equity share for the financial year ended March 31, 2024. The total outgo of dividend would amount to Rs 0.73 Crores as against Rs 1.45 Crores in the previous year. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

Particulars of Loans, Guarantees or Investments

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

Public Deposits and Loans / Advances

Your Company has neither invited nor accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Transfer to Reserves

During the year under review, no amount was transferred to Reserves.

Particulars of Contracts or Arrangements made with Related Parties

All Related Party Transactions and material modifications, if any those were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Regulations. There were no transactions during the year which would require to be reported in Form AOC-2. The Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions is uploaded on the Company's website i.e. https://www.orientbell.com under the head Investor Relations.

Prior omnibus approvals of the Audit Committee and Board were obtained for the transactions which are repetitive in nature. A statement of Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. Detail of the transactions with Related Parties including the transaction(s) of the Company with a Company belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required pursuant to para-A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is disclosed separately in the Financial Statements of the Company.

Change in the nature of business

There was no change in the nature of business of the Company during the financial year ended 31^st March, 2024.

Directors and Key Managerial Personnel

In terms of Section 152 of the Companies Act, 2013, Mr. Mahendra K. Daga shall retire at the forthcoming Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment.

The present term of appointment of Mr. Madhur Daga is up to 31^st March, 2025 as Managing Director of the Company. The Nomination and Remuneration Committee and the Board of Directors have, approved the reappointment and remuneration of Mr. Madhur Daga for a further period of three years from 01-04-2025 to 31-03-2028 and recommended the same to the shareholders for their approval at the ensuing AGM. In this respect, a special resolution forming part of the notice calling 47^th AGM has been proposed to be passed by the shareholders.

The Nomination & Remuneration Committee and the Board of Directors in their respective meetings held on 24^th June, 2024, approved the appointment of Mr. Thambiah Elango (DIN: 07973530) as an Additional Director in the category of Non Executive-Independent Director of the Company to hold office from 24^th June, 2024 till the ensuing Annual General Meeting. In the same meeting, the Nomination & Remuneration Committee and the Board of Directors have, subject to the approval of shareholders at the ensuing Annual General Meeting, also approved the appointment of Mr. Thambiah Elango as a Non Executive-Independent Director for a consecutive period of 5 years from 24^th June, 2024 to 23^rd June, 2029 and recommended the same to the shareholders for their approval at the ensuing AGM. In this respect, a special resolution forming part of the notice calling 47^th AGM has been proposed to be passed by the shareholders.

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Statement regarding Integrity, Expertise and Experience of Independent Directors

In the opinion of the Board, the Independent Directors possess Excellent rating in respect of clear sense of value and integrity and have requisite expertise and experience in their respective fields.

The online pro_ciency self-assessment test to be conducted by Indian Institute of Corporate Affairs is exempted for such Independent Directors who have served a Company in such capacity for a total of not less than three years. The Company's Independent Directors need not to undergo the said test as they qualify said criteria.

Number of meetings of the Board

The Board met four times during the financial year, the details of which are provided in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Directors' Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, make the following statement: (a) that in the preparation of annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2024 and of the profit of your Company for the year ended on that date; (c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) that the accounts for the financial year ended March 31, 2024 have been prepared on a ‘going concern' basis; (e) that internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; (f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Audit Committee

The Audit Committee comprises of four Independent Directors namely Mr. Sameer Kamboj (Chairman), Mr. P.M. Mathai (Member), Mr. K.M. Pai (Member) and Mr. Thambiah Elango (Member). Mr. Thambiah Elango has been inducted as member of the Committee w.e.f. 24^th June, 2024. All the recommendations made by the Audit Committee were accepted by the Board.

Investor Education & Protection Fund

Pursuant to Section 124(6) of the Companies Act, 2013 during the period under review, the Company has transferred 13,377 equity shares of _10/- each to Investor Education & Protection Fund in respect of which the dividends remained unpaid/unclaimed from financial year 2015-16 onwards.

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, your Company has transferred entire amount of unpaid/ unclaimed dividend up to FY 2015-16 to

Investor Education and Protection Fund (IEPF) which was due to be transferred to the said authority.

Nomination and Remuneration Policy

The Policy of the Company for Nomination and remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel of the Company called as Nomination and Remuneration Policy specifies the criteria for determining qualifications, positive attributes, independence of Director and other matters provided under sub section (3) of section 178 of the Companies Act, 2013. The said policy has been adopted by the Board and is available on the website of the Company at https://www. orientbell.com under the head Investor Relations.

The broad parameters covered under the Policy are - Policy Objective, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

Risk Management Policy

Pursuant to the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formed a Risk Management Policy. This policy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The policy defines the risk management approach across the enterprise at various levels including documentation and reporting. The Board of Directors reviews the risks appurtenant to the Company periodically and a statement of risks is mentioned under the head Management Discussion and Analysis Report which forms part of this Annual Report.

The Risk Management Policy as approved by the Board is uploaded on the Company's website https://www. orientbell.com under the head Investor Relations.

Vigil Mechanism cum Whistle Blower Policy

The Company has in place Vigil Mechanism cum Whistle Blower Policy as per the provisions of Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 177(9) of the Companies Act, 2013. The Policy deals with the instances of unethical behaviour-actual or suspected, fraud or violation of the Company's Code of Conduct. It provides for a mechanism for safeguarding a Whistle Blower against the victimization of Director(s)/ Employees and allows to approach the Chairman of the Audit Committee of the Company with the protected disclosure. The Whistle Blower may also approach the CEO of the Company for speedy enquiry. The Vigil Mechanism cum Whistle Blower Policy of the Company is uploaded on the Company's website https:// www.orientbell.com under the head Investor Relations.

Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted Corporate Social Responsibility Committee comprising of Mr. Madhur Daga (Chairman), Ms. Tanuja Joshi and Mr. Sameer Kamboj (Members). The Board has also formulated a Corporate Social Responsibility Policy ("CSR Policy") indicating the scope and the activities to be undertaken by the Company, process and provision of budget allocation, CSR activities implementation mechanism and provisions related to reporting. The CSR Policy of the Company may be accessed on the Company's website at https://www.orientbell.com under the head Investor Relations.

The Company undertakes initiatives in compliance with Schedule VII to the Act and guidelines, circulars issued by the Government from time to time.

The average net profit of the Company, computed as per Section 198 of the Act, during the three immediately preceding financial years (i.e. 2020-21, 2021-22 and 2022-23) was Rs 25,60,59,333/-. During the year under review, the Company has spent Rs 51,24,846/- (Including an amount of Rs. 13,665/- excess spent carried forward from the previous year FY 2022-23) on CSR activities against minimum obligation of Rs 51,21,187/-. After above said adjustments, an amount of Rs 3,659/- will remain available to be set off against CSR expense in succeeding financial years.

The Annual Report on CSR activities is appended as

Annexure 1 to the Board's Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is appended as Annexure 2 to the Board's Report.

Evaluation of the Board, its Committees and individual Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors. A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors, the Board as a whole and the Chairman of the Company was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Employee Stock Option Scheme

Your Company has in place 2 (two) Employees Stock Option Schemes – (i) Orient Bell Employees Stock Option Scheme, 2018 [ESOP Scheme, 2018]; and (ii) Orient Bell Employees Stock Option Scheme, 2021 [ESOP Scheme, 2021]. Both the said Schemes are administered under the supervision of Compensation Committee. Promoter-Director, any person belonging to Promoter group, Independent Directors, Directors directly or indirectly holding 10% or above of the equity share capital of the Company are not eligible for the grant of options/ issue of shares under any of the Schemes. A certificate from the secretarial auditors of the company certifying that the ESOP Scheme, 2018 and ESOP Scheme, 2021 have been implemented in accordance with The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and also in accordance with the Resolutions passed by the shareholders shall be placed at the forthcoming AGM of the Company.

There has been no material change in any of the said Schemes during the year under review. Disclosures pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the website of the Company at https://www.orientbell.com under the head Investor Relations.

The information required to be disclosed in terms of the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Companies Act, 2013 is appended as Annexure 3 to the Board's Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of this report, has been given under separate section in the Annual Report.

Corporate Governance Report

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate for compliance of the provisions of Corporate Governance from the Statutory Auditors forms an integral part of this Report.

Annual Return

As per the provisions of section 134 (3) (a) the Annual Return of the Company is disclosed on the website of the Company https://www.orientbell.com under the head Investor Relations.

Subsidiaries, Associates and Joint Ventures

Your Company has no Subsidiary or Joint Venture. By virtue of the control as defined under Section 2(6) of the Companies Act, 2013, your Company has two Associate Companies viz., M/s Proton Granito Private Limited and M/s Corial Ceramic Private Limited. No new Company has become or ceased to be the subsidiary, associate or joint venture during the year under review. The Board of Directors has reviewed the affairs of associates companies. In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the company and its associate companies have been prepared, which forms part of this Annual Report. A Report on the performance and financial position of each of the Associate companies and their contribution to the overall performance of the Company is appended in the prescribed format AOC-1 as

Annexure - 4 to the Board's Report.

Particulars of Employees

The particulars of employees required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed as Annexure- 5 to the Board's Report. In accordance with the provisions of Section 136 of the Act, the Board's Report and the financial statements for the financial year ended 31^st March 2024 are being sent to the members and others entitled thereto, excluding the details to be furnished under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, the information required under aforesaid Rule 5(2) is available for inspection by the members at the Registered Office of the Company during business hours on all working days up to the date of the ensuing Annual General Meeting. If any member desires to have a copy of the same, he may write to the Company Secretary in this regard.

The Details of application made /proceeding pending under the Insolvency and Bankruptcy Code, 2016

The Company has not made any application during the year and no proceeding is pending under Insolvency & Bankruptcy Code, 2016.

Statutory Auditors

M/s S.R. Dinodia & Co., LLP, New Delhi Statutory Auditors of your Company have been appointed as such by the Shareholders at the 45^th AGM held on 21^st July, 2022 to hold office from the conclusion of 45^th Annual General Meeting till the conclusion of the 50^th Annual General Meeting to be held in the year 2027.

Auditors' Report

The Auditor's Report read with notes to the accounts referred to in the Auditor Report are self- explanatory and therefore do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark. There is no offence or fraud reported by the Statutory Auditors under section 143(12) of the Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashu Gupta & Co., Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit, appended as Annexure 6 to the Board's Report does not contain any qualification, reservation, adverse remark or disclaimer.

Compliance with Secretarial Standards issued by ICSI

The Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) have been duly complied with by the Company.

Internal Financial Control System

The Company has well in place the Internal Financial Control Framework which is independently evaluated from time to time by in-house audit function for necessary improvement, wherever required. The Statutory auditors also review the internal financial controls and issue report under section 143 of the Companies Act, 2013 which forms part of their Report. The detail in respect of adequacy of internal financial controls with reference to the financial statements is mentioned under the head Management Discussion and Analysis Report which forms part of this Annual Report.

Material changes and commitments between the end of the financial year and date of report

There is no material change and/or commitment held between the end of the financial year and the date of report affecting the financial position of the Company.

General

(i) The Company has complied with the provisions relating to the constitution of Internal Complaints Committee and is also having a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013". a. number of complaints pending at the beginning of the financial year – Nil b. number of complaints filed during the financial year – Nil c. number of complaints disposed of during the financial year – Nil d. number of complaints pending at the end of the financial year – Nil

(ii) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

(iii) The Company is not required to maintain the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

(iv) No one-time settlement/valuation was done while taking loan from the Bank or Financial Institution.

Acknowledgement

Your Directors are thankful to all stakeholders including Customers, Bankers, Suppliers, Channel Partners and Contractors for their continued assistance, co-operation, and support. The Directors wish to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company. The Directors are grateful for the confidence, faith and trust reposed by the shareholders in the Company.