Operational Performance

Fiscal Year 2025 (FY25) presented a challenging operating
environment for your Company. The domestic demand for tiles
remained subdued throughout the year, while exports continued
to be affected by the volatility of ocean freights. These external
factors, coupled with overcapacity within the industry,
particularly from Morbi, exerted significant pressure on pricing
and volume. Heightened competition resulted in an industry¬
wide drop in average selling prices. For the full year, your
Company registered Net Sales of '666.6 crores in FY25,
compared to '669.5 crores in FY24, a drop of 0.4%.

Despite these difficult conditions, your Company made progress
on cost saving initiatives and continued to improve its cost base.
The go-live of our solar Power Purchase Agreement (PPA) at
Sikandrabad helped lower power costs. By streamlining
processes and improving existing systems, operational
efficiency was enhanced, helping to prune the overall cost of
operations. While a significant portion of these savings was
passed on to the market to maintain competitiveness and retain
market share, your Company successfully retained a part and
expanded our gross margins by 140 bps Vs Fy24.

A key strategic focus during the year was pivoting to strengthen
the retail business. Your Company emphasized selling more
premium products, specifically Glazed Vitrified Tiles (GVT) and
slabs. The salience of GVT grew to 41% (in Fy25), and the
vitrified mix improved to the highest ever, 59%, for Orient Bell.
This strategic shift towards premiumization was supported by
investments in branding and sales team structure.

Your Company continued investing in marketing activities. The
first-ever All India TV Campaign (TVC) launched in the previous
year continued through FY25. This unique communication built
on our vision of "Making tile shopping easier" and positioned
OBL as a solution provider by focusing on website-based price
discovery, visualization tools, and a wide product range. This
approach to building brand differentiation continues to win
external recognition, as your Company was awarded "Brand Of
The Year - Flooring Ideas for Tiles" for the 5th consecutive year
by Realty and "Marketing Campaign Of The Year". We strongly
believe that a differentiated brand will make sustaining brand
awareness more cost effective.

To support the shift towards GVT and expand our reach,
particularly in the South and West markets, the Dora GVT Line
(3.3 MSM p.a. capacity), which came into existence last financial
year, has enabled growth. These capacity additions are part of
the total '234 crores invested in CAPEX between FY19 and FY25,
and added over 10 msm p.a. of additional capacity, largely
funded through internal accruals. With this capacity in place, the
focus has shifted to expanding distribution and brand building.

Your Company added 76 new exclusive display centres (Orient
Bell Tile Showrooms) in FY25. These investments have been
instrumental in driving GVT sales aggressively.

Staying firm on its innovative zeal, your Company launched 226
new SKUs in GVT and 455 SKUs in Ceramics in FY25, helping to
increase customer footfalls and generate revenue. A significant
achievement was bagging another patent for "A Process of
Making Ceramic Tile" for its "Anti-Static tile". Your Company now
owns two patents, including the one for 'Anti-Microbial and Anti¬
Viral Ceramic tile".

To address the challenge many tile shoppers face in visualizing
the final look, your Company leverages visualization tools like
Quicklook and Trialook. These tools assist Channel Partners and
Employees, making tile selling easier and serving as a strong
differentiator, often hooking genuine customers and leading to
completed purchases.

Despite the external operating environment's turmoil, the
Company's unique strength and positioning are reflected in its
credit ratings. India Rating has retained its IND A1 rating. CRISIL
has affirmed its rating as "A" with a negative outlook, or "A-
Stable" albeit with a negative outlook. Your Company has also
consolidated its banking relationships and resumed banking
with State Bank of India (SBI), adding India's largest bank as a
lending partner, a sign of the Company's credit worthiness.
Standard Chartered Bank, ICICI Bank and Axis Bank continue to
be its other lenders.

While FY25 was challenging, your Company has continued to
make significant investments in its strategic objectives:
enhancing its premium product mix, expanding its reach
through new tile boutiques, and building brand awareness
through targeted marketing campaigns. The Company believes
these investments will position it strongly when the real estate
cycle turns for the better, particularly since tiles are one of the
last products used in this cycle. Your Company remains
committed to aggressively investing in sales & marketing
activities to drive volume growth in the coming years.

Dividend

Your Directors have recommended a dividend of ' 0.50 (50
paise) per equity share for the financial year ended March 31,
2025. The total outgo of dividend would amount to ' 0.73 crores
as against ' 0.73 Crores in the previous year. The dividend pay
out 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

12.01.2025 by way of special resolution through Postal Ballot for
a period from 28.10.2024 to 27.10.2025.

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

The Nomination and Remuneration Committee and the Board of
Directors in their meetings held on 13th May, 2025 and 22nd
May, 2025 approved the re-appointment and remuneration of
Ms. Bindiya Shyam Agrawal as Non-Executive Non-Independent
Director of the Company for a further period of one year from

28.10.2025 to 27.10.2026 and recommended the same to the
shareholders for their approval at the ensuing 48th Annual
General Meeting. In this regard, a special resolution forming part
of the notice calling 48th Annual General Meeting has been
proposed to be passed by the shareholders The Company has
received the consent regarding re-appointment from Ms.
Bindiya Shyam Agrawal.

Mr. Himanshu Jindal, Chief Financial Officer of the Company has
tendered resignation from employment of the Company vide
resignation letter dated 14th May, 2025 and may be relieved
from his duties by 31st May 2025.

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 Require¬
ments) 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 proficiency self-assessment test to be conducted by
Indian Institute of Corporate Affairs is exempted for such
Independent Directors who have served a Company in the
capacity of a Director or Key Managerial Personnel of a listed
public company 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 five 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, 2025, 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, 2025 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,
2025 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 composition of Audit Committee is provided in the
Corporate Governance Report that forms part of this Annual
Report and appearing at a separate section of Annual Report.

Investor Education & Protection Fund

Pursuant to Section 124(6) of the Companies Act, 2013 during
the period under review, the Company has transferred 8,434
equity shares of '10/- each to Investor Education &
Protection Fund in respect of which the dividends remained
unpaid/unclaimed since financial year 2016-17.

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 2016-17 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 namely 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

The Corporate Social Responsibility Committee of the Company
comprises of Mr. Madhur Daga (Chairman), Mr. Sameer Kamboj,
Mr. K.M Pai, Mr. Thambiah Elango and Ms. Bindiya Shyam
Agrawal (Members). The Corporate Social Responsibility Policy
("CSR Policy”) formulated by the Board is already in place and
clearly state the scope and the CSR 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 can 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 as per applicability of law.

During the year under review, the provisions of Section 135 of
the Companies Act, 2013 and rules made thereunder with
regard to spending on CSR activities were not applicable. The
Company has however continued the practice and expended a
sum of Rs. 23.92 Lakhs on CSR activities though it was not
obligatory.

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 1 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 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 2 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

During the year under review, the Company has formed a wholly
owned subsidiary, M/s. Cestrum Enterprises Private Limited
(CEPL) . This newly formed company doesnot have any material
business activity. The Board of Directors has reviewed the affairs
of subsidiary & associates companies. A statement containing
salient features of the financial statements of said subsidiary &
associate companies is appended in the prescribed format AOC-
1 as Annexure-3 to the Board's Report. In accordance with
Regulation 16 of the Listing Regulations, CEPL is not a material
non-listed subsidiary. The Company has formulated a policy for
determining material subsidiaries which can be accessed at
https://www.orientbell.com. The company continues with the
sale/purchase of tiles as per requirement with the existing
associate companies viz. M/s. Proton Granito Private Limited
and M/s. Corial Ceramic Private Limited. The Company has
however no joint ventures.

Consolidated Financial Statements

In compliance with the provisions of Companies Act, 2013 and
Indian Accounting Standards (Ind AS) as specified in Section 133
of the Act and Regulation 34 of the Listing Regulations, your
Directors have pleasure in attaching the consolidated financial
statements of the Company which form a part of the Annual
Report. Financial Statements including consolidated financial
statements and the audited accounts of each of the subsidiary
are available on the website of the Company at https://www.
orientbell.com.

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-4 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 31st March
2025 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.

Auditors

Statutory Auditors

M/s S.R. Dinodia & Co., LLP, Chartered Accountants (FRN:
001478N/N500005) were appointed as Statutory Auditors of
the Company at the 45th AGM held on 21st July, 2022 to hold
office from the conclusion of 45th Annual General Meeting till
the conclusion of the 50th 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 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has
appointed M/s Ashu Gupta & Co., Company Secretaries to
undertake the Secretarial Audit of the Company for FY 2024-25.
The Report of the Secretarial Audit is appended as Annexure 5 to
the Board's Report and does not contain any qualification,
reservation, adverse remark or disclaimer.

In terms of Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board
recommends the appointment of M/s Ashu Gupta & Co.,
Company Secretaries (PRN - 730/2020) as Secretarial Auditors
of the Company for a period of 5 years from F.Y 2025-26 to F.Y
2029-30. Ms. Ashu Gupta is an individual Peer reviewed
Company Secretary in practice, who do not incur any
disqualification and thus eligible for appointment.A resolution
for this purpose is envisaged in the Notice Calling 48th Annual
General Meeting.

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 -
Two

c. number of complaints disposed of during the financial
year - Two

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.