Orbit Exports Ltd Directors Report

Dear Members,

The Directors of the Company are pleased to present their 42nd Annual Report together with the Audited financial statements of the Company for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The Companys financial performance, for the financial year ended March 31, 2025 is summarized below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from Operations	20,989.65	19,064.34	21,777.54	20,006.15
Earning before Finance Costs, Tax, Depreciation/ Amortization (EBITDA)	6,718.06	5,734.61	6,840.44	6,148.35
Less: Finance Cost	185.14	287.07	185.14	287.07
Earning before Tax, Depreciation/ Amortization (EBTDA)	6,532.92	5,447.54	6,655.29	5,861.28
Less: Depreciation/Amortization	1,428.55	1,467.77	1,428.54	1,467.77
Profit before Exceptional Items and Tax	5,104.37	3,979.77	5,226.75	4,393.51
Less: Exceptional Items	-	-	-	-
Profit before Tax	5,104.37	3,979.77	5,226.75	4,393.51
Less: Tax Expenses	1,324.36	978.64	1325.51	986.59
Profit after Tax	3,780.01	3,001.13	3,901.24	3,406.92
Add: Other Comprehensive Income	-1.00	-15.05	30.34	43.67
Total Comprehensive Income	3,779.01	2,986.08	3,931.58	3,450.59
EPS	14.28	11.12	14.74	12.62

2. BUSINESS PERFORMANCE & COMPANYS AFFAIRS Standalone Results

In the financial year 2024-25 (FY 2024-25), the total revenue of your Company on standalone basis stood at 20,989.65 Lakhs as against 19,064.34 Lakhs in the previous financial year 2023-24 (FY 2023-24). The Company recorded a net profit of 3,780.01 Lakhs in FY 2024-25 against net profit of 3,001.13 Lakhs in FY 2023-24.

Consolidated Results

In FY 2024-25, the total revenue of your Company on a consolidated basis stood at 21,777.54 Lakhs against 20,006.15 Lakhs in the previous FY 2023-24, The Company recorded a net profit of 3,901.24 Lakhs in FY 2024-25 against net profit of? 3,406.92 Lakhs in FY 2023-24.

The information on Companys affairs and related aspects are detailed out under a separate section of

Management Discussion and Analysis Report forming part of the Annual Report.

3. TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to the general reserve and the entire amount of profit after tax for FY 2024-25 forms part of the Retained Earnings.

4. DIVIDEND

Keeping in view the future expansion plans of the Company, the Directors of the Company have decided not to recommend any dividend on the equity shares of the Company for FY 2024-25. Your Company continues with its task of building businesses with long-term goals based on its intrinsic strengths in terms of its quality manufacturing process, distribution strengths, customer relationships and evaluating new areas of growth.

5. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the year under review.

6. BUYBACK OF EQUITY SHARES

No shares were bought back by the company during the year under review.

7. SHARE CAPITAL

Share Capital of the Company changed pursuant to Orbit Exports Limited Employee Stock Option Scheme - 2021 (Scheme), the Company vide its Nomination and Remuneration Committee Meeting held on February 07, 2025, approved the allotment of 2,250 equity shares of 10/- each. As a result of the said allotment of ESOPs, share capital as on March 31, 2025, stood at Rs. 26,46,96,520 comprising of 2,64,69,652 equity shares of Rs. 10/- each.

After the year under review, till the date of this Annual report, Company has allotted 41,500 equity shares of Rs. 10/- each pursuant to said Scheme vide approval received from its Nomination and Remuneration Committee Meeting held on April 29, 2025. Effectively, the share capital has changed to Rs. 26,51,11,520 comprising of 2,65,11,152 equity shares as on the date of this Annual Report. The same has been intimated to Stock Exchanges and necessary filings are done with the Ministry of Corporate Affairs.

Apart from the above, the Company has neither issued any shares through differential voting rights nor issued any sweat equity shares during the year under review.

8. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 (Act) and Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Consolidated Financial Statements of the Company for the FY 2024-25 includes the financials of its subsidiary company named Orbit Inc. operating in US (Subsidiary) and associate company named Rainbow Line Trading L.L.C. operating in Dubai (Associate). The Consolidated Financial Statements are prepared in accordance with the relevant Indian Accounting Standards (Ind AS) issued by the Institute of Chartered Accountants of India (ICAI). The Consolidated Financial Statement together with the Independent Auditors Report thereon forms an integral part of this Annual Report.

9. SUBSIDIARY AND ASSOCIATE COMPANY

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 (as amended from time to time), a separate statement containing salient features of the financial statements of Companys Subsidiary and Associate in Form AOC-1 is attached to this report as Annexure I and forms an integral part of this report.

The standalone and consolidated financial statements of the Company along with the financial statements of Subsidiary, have been uploaded on the website of the Company at https://orbitexports.com/investor-page/ under the tab Company Results and shall also be available for inspection through electronic mode.

10. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FY 2024-25 AND THE DATE OF THIS REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the FY 2024-25 and the date of this report.

11. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) of the Act, the Annual Return of the Company for FY 2024-25 is available on the website of the Company at https://orbitexports.com/investor-page/ under the tab Annual Reports.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Re-appointment of Directors & KMPs:

During FY 2024-25, following changes happened in the composition of the Board of Directors

(i) Mr. Birendranath Bandyopadhyay (DIN: 10802067) was appointed as Whole Time Director and designated as "Executive Director" w.e.f. October 22, 2024 for the period of 5 (five) years.

(ii) Mr. Parth Seth resigned from the designation of Executive Director w.e.f October 22, 2024, upon acceptance of his resignation by the Board of Directors.

(iii) Mr. Parth Seth was appointed Chief Executive Officer w.e.f. October 22, 2024; related party holding place of profit, in the category of Key Managerial Personnel (KMP)

Above-mentioned item (i) and remuneration of Mr. Parth Seth (KMP holding place of profit) were approved by the Members of the Company

via Postal Ballot process concluded on Sunday, December 29, 2024 and declared at the registered office of the Company as per the Scrutineers Report dated Monday, December 30, 2024.

(iv) Ms. Pranali Chawhan was appointed as Company Secretary cum Chief Compliance Officer w.e.f June 26, 2024

(v) Following Agendas were approved by the Members of the Company at its 41st Annual General Meeting held on Thursday, September 26, 2024

a) Re-appointment of Mr. Pankaj Seth (DIN No: 00027554) as Managing Director of the Company for a period of 5 (five) years w.e.f April 01, 2025.

b) Re-appointment of Mrs. Anisha Seth (DIN No: 00027611) as Whole-time Director of the Company for a period of 5 (five) years w.e.f April 01, 2025.

c) Re-appointment of Mrs. Chetna Manish Malaviya (DIN No: 0730976) as Independent Director of the Company for a period of 5 (five) years w.e.f June 21. 2025.

Retirement by Rotation

Pursuant to the provisions of Section 152 (6) of the Act read with rules made thereunder (as amended from time to time) and Articles of Association of the Company, Mr. Varun Daga, Non-Executive NonIndependent Director (DIN: 01932805) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Brief profile of Mr. Varun Daga has been provided in the Notice convening the AGM of the Company.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Act, following are the Key Managerial Personnel of the Company as on the date of this report:

Mr. Pankaj Seth - Chairman and Managing Director Mrs. Anisha Seth - Whole Time Director Mr. Birendranath Bandyopadhyay - Executive Director

Mr. Rahul Tiwari - Chief Financial Officer

Ms. Pranali Chawhan - Company Secretary cum Chief

Compliance Officer

Mr. Parth Seth - Chief Executive Officer (Appointed w.e.f October 22, 2024)

Declaration from Independent Directors

Pursuant to Section 149(7) of the Act, all Independent

Directors of the Company have made relevant declarations as laid down under Section 149(6) of the Act and Regulation 25 of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions of independence specified in the said provisions, possess requisite qualifications, experience, expertise, integrity and proficiency, and have complied with the Companys Code of Business Conduct & Ethics.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. appropriate accounting policies have been selected and applied consistently, judgments and estimates are made reasonably and prudently so as to give a true and fair view of the state-of- affairs of the Company at the end of FY 2024-25 and of the profit and loss of the Company for that period;

c. proper and sufficient care has been taken 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 annual accounts have been prepared for the financial year ended March 31, 2025, on a going concern basis;

e. proper internal financial controls have been laid down to ensure compliance with all the provisions of the applicable laws and that such internal financial controls are adequate and operating effectively; and

f. proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. MEETINGS OF THE BOARD AND ITS COMMITTEES

During FY 2024-25, 5 (Five) meetings of the Board of Directors of the Company were convened. All meetings were held with a gap of less than 120 days. The Company followed the applicable Secretarial

Standards in relation to the Board Meetings. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report that forms part of this report.

Following are the Committees of the Board of Directors as on March 31, 2025:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Corporate Social Responsibility Committee and

(iv) Stakeholders Relationship Committee.

The details of the Committees of the Board along with their composition, number of meetings and attendance of members at each meeting are provided in the Corporate Governance Report that forms part of this report.

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act and Regulation 22 of Listing Regulations, the Company has formulated a Vigil Mechanism/Whistle Blower Policy. The details are covered under the Corporate Governance Report which forms part of this report.

16. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of Listing Regulations and Schedule IV to the Act, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

The details of such programme imparted during FY 2024-25 are available on the website of the Company at https://orbitexports.com/policies under the tab "Policies".

17. ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In accordance with the provisions of the Act and Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, Individual directors including Independent Directors and Chairman, and its various Committees. A structured questionnaire was formulated taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The Board of Directors expressed their satisfaction with the evaluation process.

Details of the annual performance evaluation have been provided in the Corporate Governance Report which forms part of this report.

18. DEPOSITS

During FY 2024-25, the Company has not invited or accepted any deposits from the public and as such no principal or interest amount was outstanding as on March 31, 2025.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loan, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("The Act") form part of the Notes to the financial statements provided in this integrated Annual Report.

20. INSURANCE

The Company declares that all the properties including buildings, plant & machinery and stocks are adequately insured.

21. RELATED PARTY TRANSACTIONS

All related party transactions entered into during FY 2024-25 were on arms length basis and in the ordinary course of business except the following:

1. Performance bonus amounting to Rs. 10,50,000 (Rs. Ten Lakhs Fifty Thousand Only) to Mr. Parth Seth, related party (Key Managerial Personnel), approved by the Audit Committee and Board at its Meeting dated June 26, 2024.

2. Performance bonus amounting to Rs. 6,00,000 (Rs. Six Lakhs Only) to Mrs. Vishakha Seth Mehra, Vice President - Sales & Marketing (Senior Management), a related party, approved by the Audit Committee and Board at its Meeting dated June 26, 2024

3. Revision in the remuneration of Mrs. Vishakha Seth Mehra from Rs. 50,00,000/- p.a. to Rs. 75,00,000/- p.a.; approved by Audit Committee & Board at its Meeting dated August 09, 2024 and approved by Members at its 41st AGM held September 26, 2024.

4. Remuneration of Mr. Parth Seth (appointed as CEO effective October 22 2024, KMP holding place of profit) amounting to Rs. 75,00,000/- p.a. was approved by Audit Committee and Borad at its meeting dated October 22, 2024; followed by the approval of Members of the Company via Postal Ballot process concluded on Sunday, December 29, 2024 and declared at the registered office of the Company as per the Scrutineers Report dated Monday, December 30, 2024.

5. Appointment of M/s. Girik Wealth Advisors Private Limited, wherein Mr. Varun Daga, Non-Executive, Non-Independent Director is also a Director, as the Portfolio Manager of the Company; approved by the Audit Committee and Board at its Meeting dated October 22, 2024.

During FY 2024-25, all related party transactions were placed before the Audit Committee for its approval on a quarterly basis. An omnibus approval from the Audit Committee was obtained for the related party transactions which were of repetitive nature, entered in the ordinary course of business and on an arms length basis. There were no significant material- related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons (except as mentioned above) which may have a potential conflict with the interest of the Company at large.

Disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act is detailed in Form AOC-2 annexed in Annexure II and forms part of this report.

In accordance with Regulation 23 of Listing Regulations, the Company has formulated a Policy on Material Related Party Transactions and on dealing with Related Party Transactions. The said Policy is available on the Companys website at https:// orbitexports.com/policies under the tab Policies.

In terms of Regulation 23 of the Listing Regulations, the Company submits details of related party transactions on a consolidated basis as per the specified format to the stock exchanges on a half-yearly basis.

22. CORPORATE GOVERNANCE REPORT AND CERTIFICATE FROM SECRETARIAL AUDITOR

Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to Corporate Governance requirements pursuant to Regulation 34 read with Schedule V of the Listing Regulations. The Corporate Governance Report along with the Corporate Governance Certificate issued by the Secretarial Auditors of the Company for the year ended March 31, 2025 is provided in Annexure III which forms part of this report.

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

The particulars as required under the provisions of Section 134(3)(m) of the Act read with the rules made thereunder (as amended from time to time) relating to conservation of energy, technology absorption,

foreign exchange earnings and outgo are detailed in Annexure IV which forms part of this report.

24. HUMAN RESOURCES

Disclosures pertaining to employee 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 are detailed in Annexure V forming part of this report.

The details as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available to the members upon request.

The Company had a head count of 442 employees as on March 31, 2025.

25. LISTING AT STOCK EXCHANGES

Equity shares of the Company continue to be listed on BSE Limited and the National Stock Exchange of India Limited. Applicable listing fees up to the financial year 2024-25 have been duly paid to both the Stock Exchanges.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets that commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. All the transactions are properly authorized, recorded and reported to the Management. The Company follows all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. Based on the review, nothing has come to the attention of Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review.

27. AUDITORS AND AUDITORS REPORT Statutory Auditors

The Company appointed M/s. G.M. Kapadia & Co., Chartered Accountants (Firm Registration No. 104767W) as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the 37th annual general meeting until the conclusion of the 42nd annual general meeting.

The Reports given by M/s. G.M. Kapadia & Co., Chartered

Accountants on the standalone and consolidated financial statements of the Company for FY 202425 do not contain any qualification, reservation or adverse remarks. There were no instances of fraud reported by the auditors.

Cost Auditors

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 (as amended from time to time), the Company is required to prepare, maintain and conduct audit of its cost records by a Cost Accountant.

M/s. Balwinder & Associates, Cost Accountants (Firm Registration No. 000201) were appointed as Cost Auditors of the Company for FY 2024-25. During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the accounts and cost records, as specified by the Central Government. The Cost Auditor will issue the Cost Audit Report for FY 2024-25 and the same shall be reviewed by the Board and filed by the Company with Ministry of Corporate Affairs (MCA).

The Cost Audit Report for FY 2023-24 in XBRL mode was filed by the Company within the due date with MCA.

Based on the recommendation of the Audit Committee, the Board appointed M/s. Balwinder & Associates, Cost Accountants (FRN: 000201), as the Cost Auditors of the Company to conduct audit of the cost records of the Company for the financial year ending March 31, 2026. The Company has received consent and certificate of eligibility from M/s. Balwinder & Associates to be appointed as Cost Auditors under Section 141 of the Act and rules framed thereunder.

Pursuant to the provisions of section 148(3) of the Act, members consent is sought for payment of remuneration to the Cost Auditors for financial year ending March 31, 2026 as mentioned in item no. 5 of the Notice of AGM of the Company.

Secretarial Auditor

Pursuant to Regulation 24A (1) of the Listing Regulations and Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved the appointment and remuneration of M/s. S.K. Jain & Co., Practicing Company Secretary (Firm Registration No. 6574/2025), as the Secretarial Auditors of the Company for the F.Y. 2025-26. The Board has recommended the appointment for approval of the Members at the ensuing AGM.

A brief profile and other relevant details of M/s. S.K. Jain & Co. are provided in the Notice convening the ensuing AGM.

M/s. S.K. Jain & Co. has consented to act as the Secretarial Auditors of the Company and confirmed that their appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and Listing Regulations. M/s. S.K. Jain & Co. has further confirmed that the Firm is not disqualified to be appointed as the Secretarial Auditors under the applicable provisions of the Act, rules made thereunder, and Listing Regulations.

M/s. S. K. Jain & Co., Practicing Company Secretaries (CP No. 3076) were also appointed as Secretarial Auditors of the Company to undertake the secretarial audit for financial year ended March 31, 2025. Secretarial Audit Report in form MR-3 in accordance with Section 204 of Companies Act, 2013 is annexed in Annexure VI and forms part of this report.

A certificate confirming that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by any statutory authority issued by the Secretarial Auditor forms part of this report as annexed in Annexure VII.

Secretarial Compliance Report for the financial year ended March 31, 2025 in accordance with Regulation 24A of Listing Regulations issued by the Secretarial Auditor has been filed with the stock exchanges on which the Company is listed within the statutory timelines.

28. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (CSR) Committee in terms of the provisions of Section 135 of the Act read the rules made thereunder. The details of composition, meetings held, CSR policy and the CSR initiatives undertaken during the year under review are mentioned in the Annual Report on CSR activities as annexed in Annexure VIII, which forms part of this report.

29. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

All the details pertaining to IEPF related activities undertaken by the Company during the year under review are provided under notes section of Notice of the AGM on page 36 of the Annual report.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT In terms of Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report on the

operations of the Company is provided in a separate section on page 24 and forms an integral part of the Annual Report.

31. CREDIT RATING

"During FY 2024-25, ICRA Limited reaffirmed the credit ratings previously assigned on September 18, 2023, on December 30, 2024, as detailed below:"

Bank Limits	Rating
Long-term Fund based limits - Term loans	[ICRA]A Stable, reaffirmed
Long -term / Short-term fund-based limits	[ICRA] A (Stable); [ICRA] A1, reaffirmed

32. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider Trading, which lays down the process of trading in securities of the Company by the Designated Persons and to regulate, monitor and report trading by the employees of the Company either on their own behalf or on behalf of any other person, based on Unpublished Price Sensitive Information. The said code also lays down the procedure for inquiry in case of leak of Unpublished Price Sensitive Information including Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

The Code of Conduct for Prohibition of Insider Trading is displayed on the Companys website at https:// orbiteyports.com/policies under the tab Policies.

33. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

34. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at workplace. All employees (including trainees) whether permanent, temporary or contractual are covered under this policy. The Company has constituted Internal Complaints Committee(s) (ICC) across all Company locations to consider and resolve all sexual harassment complaints reported to this Committee.

The details of complaints are as under:

(i) number of complaints filed during the financial year: NIL

(ii) number of complaints disposed of during the financial year: NIL

(iii) number of complaints pending as on end of the financial year: NIL.

35. EMPLOYEES STOCK OPTION SCHEME

Pursuant to the "Orbit Exports Limited Employee Stock Option Scheme, 2021" (ESOP Scheme / Scheme) approved by the Company at 38th Annual General Meeting held on September 29, 2021, the Company is eligible to grant up to 10,00,000 options to its eligible employees.

During FY 2021-22, the Company granted 2,16,000 options to its eligible employees. No employee was issued stock options equal to or exceeding 1% of the issued capital of the Company at the time of grant.

During FY 2022-23 , out of the 2,16,000 options granted, 18,000 options were forfeited and 49,500 options were vested. In the month of April 2023, out of 49,500 vested options, 39,500 options were exercised by the eligible employees and the Nomination and Remuneration Committee approved the allotment of 39,500 equity shares of 10/- each.

For FY 2023-24, the Company vide its Nomination and Remuneration Committee Meeting held on November 07, 2023, approved the allotment of 9,000 equity shares of 10/- each.

During FY 2024-25, the Company allotted 44,000 equity shares of 10/- each vide approval received from its Nomination and Remuneration Committee Meeting held on May 06, 2024.

For the year under review, the Company vide its Nomination and Remuneration Committee Meeting held on February 07, 2025, approved the allotment of 2,250 equity shares of 10/- each.

After the year under review, till the date of this Annual report, the Company has allotted 41,500 equity shares of Rs. 10/- each vide approval received from its Nomination and Remuneration Committee Meeting held on April 29, 2025.

The equity shares of the company post allotmment of

41,500 equity shares stood at 2,65,11,152 equity shares of Rs. 10/- each.

All relevant disclosures were made to Stock Exchanges in a timely manner.

Disclosures pursuant to Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to Employees Stock Option Plan of the Company are available at Companys website at https://orbitexports.com/esop/.

36. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company has in place Nomination and Remuneration Policy (amended on August 2, 2023) formulated as per the provisions of the Act and the Listing Regulations. The Policy outlines role of the committee; appointment criteria and qualification of Directors, KMP and Senior Management; criteria for performance evaluation of Directors and committees; provisions regarding payment of remuneration to Directors, KMP and Senior Management; succession plan; importance of Board Diversity.

The Nomination and Remuneration Policy is available at Companys website at https://orbitexports. com/wp-content/uploads/2023/10/Nomination- Remuneration-Policy-.pdf

37. DETAILS OF SHARES IN DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The details of the shares in the Demat Suspense Account/Unclaimed Suspense Account for FY 2024-25 in compliance with Regulation 34 read with Schedule V of the Listing Regulations are as follows:

(a) aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the beginning of the year: 86 number of shareholders and 9,450 Equity Shares of Rs. 10 each.

(b) number of shareholders who approached the Company for transfer of shares from Suspense Account during the year:05

(c) number of shareholders to whom shares were transferred from Suspense Account during the year: 1,300

(d) Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the end of the year: 86 number of shareholders and 9,450 Equity Shares of Rs. 10 each.

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: 9,450 Equity Shares of Rs. 10 each.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future. There is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016.

39. ACKNOWLEDGEMENTS

The Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the members, financial institutions, banks, regulatory authorities, customers, vendors and other business associates during the year under review. The Board also wishes to place on record their acknowledgment and appreciation for the committed services by the employees of the Company at all levels.

For and on behalf of the Board of Directors
	Pankaj Seth
	Chairman & Managing
Date: July 23, 2025	Director
Place: Mumbai	(DIN: 00027554)