Dear Shareholders,

Your Directors have pleasure in presenting the 33^rd Annual Report on the business and operations of the Company and the Audited Financial Statement for the financial year ended March 31, 2024.

The summarised financial highlight is depicted below:

('in Lakhs)

The Company's Standalone revenue from operations for FY 2023-24 was ' 17,158.15 Lakhs, compared to ' 13,453.12 Lakhs in the previous year. The Company's profit before exceptional items and tax on a standalone basis was ' 1618.09 Lakhs during the year compared to ' 317.52 Lakhs in the previous year. The Company earned a net profit of ' 1201.05 Lakhs during the year compared to ' 230.08 Lakhs in the previous year.

The Company's consolidated revenue from operations for FY 2023-24 was ' 52,619.94 Lakhs compared to ' 32,512.83 Lakhs in the previous year. The Company's profit before exceptional items and tax on a consolidated basis was ' 3,941.59 Lakhs during the year compared to ? 428.81 Lakhs in the previous year.

The Company earned a net profit of ? 3,000.87 Lakhs during the year compared to ? 318.72 Lakhs in the previous year.

As on March 31, 2024, 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 2023-24 was ' 36,116.48 Lakhs as compared to ' 19,768.32 Lakhs in the previous year. The Company's profit before exceptional items and tax was ' 2323.49 Lakhs during the year as compared ? 111.29 Lakhs in the previous year. The Company earned a net profit of ' 1,799.82 Lakhs during the year compared to ' 88.64 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 is 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

The policy for determining material subsidiaries as approved is available on the Company's website at

Your 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,

2024 subject to the approval of members of the Company at the ensuing Annual General Meeting.

During the Financial Year under review, pursuant to the approval of the Board of Directors at its meeting held on Thursday, December 21, 2023 and approval of Members at the Extra-Ordinary General Meeting of the Company held on Friday, January 19, 2024 at 03.00 P.M., through Video Conferencing ("VC") and Other Audio Visual Means ("OAVM") the following changes have taken place in the Equity share capital of the Company:

Pursuant to provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ('SEBI ICDR Regulations') and the Act, the Company allotted 50,56,000 Equity Shares having Face Value of ' 1/- each to the below mentioned allottees on Thursday, February 22, 2024 :-

The Company allotted 75,00,000 (Seventy Five Lakhs) Warrants Convertible into equivalent number of Equity Shares ('Convertible Warrants') of the Company of Face Value of ' 1/- (Rupee One Only) each on Preferential

allotment basis to Wazeera S Mithiborwala , a Member under Promoter Group on Thursday, February 22, 2024.

Further, the Allotment Committee of the Board of Directors of the Company at its meeting held on Saturday, March 30, 2024 approved conversion of 25,00,000 (Twenty Five Lakhs) Convertible Warrants, out of total 75,00,000 (Seventy Five Lakhs) Convertible Warrants allotted, into 25,00,000 equity shares of face value of ?1/- (Rupees One only) each allotted to Wazeera S Mithiborwala, a Member under Promoter Group.

Hence, as on March 31, 2024 the Company's paid-up Share Capital increased from ' 5,39,03,000/- comprising of 5,39,03,000 Equity Shares of Re 1/- each to ' 6,14,59,000 comprising of 6,14,59,000 Equity Shares of Re 1/- each.

Further, during the year under review, your Company has neither issued any shares with differential voting rights nor has granted any sweat equity shares.

Pursuant to SEBI ICDR Regulations, the Company appointed CARE Ratings Ltd. as monitoring agency to monitor the utilisation of issue proceeds of aforesaid Preferential Allotment.

There has been no deviations in the use of proceeds as objects stated in the notice seeking members' approval. Details of utilisation of funds raised through Preferential Allotment as per regulation 32(7A) are given in the Monitoring Agency Report available on the Company's website at https://www.orientalrail.com/

An amount of ' 1201.05 Lakhs has been transferred to General Reserve in respect of Financial Year under review.

The Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

The Company has in place adequate internal financial control with reference to financial statements.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 and other applicable provisions, if any, of the Act read together with the Companies (Indian Accounting Standards) Rules, 2015.

The Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/validate them as and when appropriate.

The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company's policies, safeguarding of Company's assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

M/s. Anil Bansal & Associates., Chartered Accountants (Firm Registration No. 100421W) were appointed as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of 31^st AGM till the conclusion of the 36^th Annual General Meeting of the Company to be held in the calendar 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.0

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2024. The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act. M/s. Tadhani & Co., Cost Accountants, (Firm Registration No. 101837) have been duly appointed as Cost Auditors for conducting cost audit in respect of products manufactured by the Company which are covered under the Companies (Cost Records and Audit) Rules, 2014 for the financial year ending March 31, 2025. They were also the Cost Auditors for the financial year ended March 31, 2024. As required under Section 148 of the Act, necessary resolution has been included in the Notice convening the AGM, seeking ratification by Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2025.

The Board of Directors of the Company has appointed Mr. Shiv Hari Jalan, Practicing Company Secretary (Certificate of Practice No. 4226), as the Secretarial Auditor to conduct an audit of the secretarial records for the FY 2023-24.

The Company has received consent from Mr. Shiv Hari Jalan to act as the auditor for conducting audit of the secretarial records for the financial year ending March 31, 2025.

The Secretarial Audit Report for the financial year ended March 31, 2024 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 Compliance Report for the financial year ended March 31, 2024, 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.

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 2023-24 and is also annexed as 'Annexure C' to this report.

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.

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. Dhiraj H. Mehta & Co., Chartered Accountants were appointed by the Board of Directors to conduct internal audit reviews for the Company for the financial year ended 31^st March, 2024.

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report as 'Annexure A'. The CSR policy is available on the website of the Company at https://www.orientalrail.com/policies- code-and-compliances.php

Particulars regarding Conservation of energy, technology absorption and foreign exchange earnings and outgo are given as 'Annexure E' to this Report.

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 ('the IEPF'). 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.

The Members whose dividend/shares are transferred to the IEPF Authority can claim their shares/dividend from the Authority. In accordance with the said IEPF Rules and its amendments, the Company had sent notices to all the Shareholders whose shares were due to be transferred to the IEPF Authority and simultaneously published newspaper advertisement.

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

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2024 is available on the Company's website at https://www.orientalrail.com/annual-reports.php

Pursuant to Regulation 34 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, 2024, is provided in a separate section forming integral part of this Annual Report.

In accordance with the provisions of The Companies Act, 2013 (hereinafter referred as "the Act") and Articles of Association of the Company, Mr. Vali N. Mithiborwala, Director (DIN: 00171255) retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

On recommendation of Nomination Remuneration Committee (NRC), the Board of Directors of the Company at their meeting held on Wednesday, August 14, 2024 appointed Mr. Dattaprasad Ugrankar (DIN: 10729828) as an Additional Director designated as Non-Executive Independent Director, Mr. Latif Pirani (DIN: 08608540) as an Additional Director designated as Non-Executive Independent Director and Mr. Amitabh Sinha (DIN: 10605264) as an Additional Director designated as Executive Director- Technical, for a tenure of 5 consecutive years commencing from 14^th August, 2024 to

13^th August, 2029 (both days inclusive), subject to approval of the shareholders in accordance with the provisions of the Act and Rules made thereunder and the Listing Regulations.

They shall hold the office as an Additional Director upto the date of the ensuing AGM. Necessary resolutions to this effect has been inserted in the AGM notice.

Your Directors recommend the said resolutions.

The brief resumes and other disclosures relating to the Directors who are proposed to be appointed/re-appointed, as required to be disclosed pursuant to Regulation 36 of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard 2 are given in the Annexure to the Notice of the 33^rd AGM.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed under subsection (6) of Section 149 of the Act and under Regulation 161(1 )(b) & 25(8) of the Listing Regulations.

In the opinion of the Board of Directors of the Company, al l Independent Directors possess high integrity, expertise and experience to discharge the duties and responsibilities as Directors of the Company.

The Company recognises and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage.

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.

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

Pursuant to the provisions of the Act and Regulation 19 of the Listing Regulations, the Board has carried out an annual

evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and the Non-Executive Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The performance of the Executive Directors is evaluated on the basis of achievement of their Key Result Areas.

In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

The Board of Directors has expressed its satisfaction with the evaluation process.

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as 'Annexure F'.

The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Members interested in obtaining the same may write to the Company Secretary at the registered office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

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.

During the year, 9 (Nine) Board Meetings were convened and held, details of which are given in the Report on Corporate Governance forming part of the Annual Report.

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

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 are given in the notes to the financial statements forming part of this Annual Report.

During the year under review, all contracts/arrangements/ transactions entered into by the Company with related parties were in ordinary course of business and on an arm's length basis.

There were no material related party transactions by the Company during the year except:

Issue of of 75,00,000 Warrants Convertible into Equity Shares of the Company on Preferential Basis at a price of Rs 169/- (including premium of Rs 168/-) per share to Mrs. Wazeera S Mithiborwala, a person/member under Promoter Group Category, being a Related Party.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act is given in Form AOC-2 set out as 'Annexure H' to this Report.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are planned/repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions. Related Party Transactions entered into pursuant to omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Securities Exchange Board of India ('SEBI') vide amendments to the Listing Regulations had introduced substantial changes in the related party transaction framework, inter alia, by enhancing the purview of the definition of related party, and overall scope of transactions with related parties effective April 1, 2022 or unless otherwise specified. The Board of Directors on recommendations of the Audit Committee approved the revised 'Policy on Related Party Transactions' to align it with the said amendments and the same is available on the website of the Company at https:// www.orientalrail.com/policies-code-and-compliances.php

The Company complies with applicable secretarial standards.

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 2023-24.

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

(a) in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed with no material departures;

(b) 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, 2024 and of the loss of the Company for the year ended on that date;

(c) 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;

(d) the Directors have prepared the annual financial statements on a going concern basis;

(e) 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

(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.

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.

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the Report except as mentioned below:

On recommendation of Nomination and Remuneration Committee, the Board of Directors at their meeting held on Wednesday, August 14, 2024, subject to the approval of Members at the ensuing Annual General Meeting (AGM), approved ORIL Group- Employee Stock Purchase Scheme, 2024 ("ESPS 2024") (hereinafter referred to as "ESPS 2024" or "ORIL ESPS 2024" or "Scheme"). The Scheme seeks to drive long-term performance, retain key talent and to provide an opportunity for the employees to participate in the growth of the Company.

The objective of the ESPS, 2024 is to reward the Employees for their association with the Company and performance as well as to motivate them to contribute to the growth and profitability of the Company. The Company also intends to use this Policy to attract and retain talent in the Company. The Company views employee stock purchase units as instruments that would enable the Employees to share the value they create for the Company in the years to come. The Scheme has been formulated in accordance with the provisions of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SBEB&SE Regulations').

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

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.

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

There are no instances of one time settlement during the financial year.

Your Directors express their sincere appreciation for the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, for better performance of the Company during the year