Orchasp Ltd Directors Report

Dear Members Greetings!!

We herewith present the report on our business and operations for the year ended 31st March 2025.

1. Financial Results.

The Companys financial performance for the year under review along with previous years figures is given hereunder

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
	INR In Lakhs	INR In Lakhs	INR In Lakhs	INR In Lakhs
Income From Operations	2,108.27	1,324.53	2,108.27	1,324.53
Other Income	54.20	80.01	54.20	80.01
Total Income	2,162.48	1,404.54	2,162.48	1,404.54
Profit Before Tax	(1,051.35)	81.89	(1,051.35)	81.89
Profit After Tax	(1,052.35)	67.95	(1,052.35)	67.95
Proposed Dividend	-	-	-	-
Transfers to General Reserve	-	-	-	-
Earning per Share (Basic)	(0.42)	0.03	(0.42)	0.03
Earning per Share (Diluted)	(0.42)	0.03	(0.42)	0.03

Financial highlights Revenues-Standalone

Revenue for the year ended 31st March 2025 stands at Rs.2,108.27 lakhs as compared to Rs.1324.53 lakhs the same period last year. The Companys revenues increased by about 59.17% over the previous year.

Revenues-Consolidated

There is no contribution of revenues from the wholly owned subsidiaries as these companies were not operational north in US and Portugal. Hence on account of consolidation, there are no additional revenues.

Profits- Standalone

The Company had incurred a net loss of Rs. 1051.35 lakh (before tax) on account of recognition of foreign exchange variation on FCCBs. The Company has earned a net profit of Rs. 241.75 Lakhs prior to recognition of foreign exchange variation as against a net profit Rs. 81.89 Lakhs (before tax) in the previous year.

Profits-Consolidated

	Cybermate Infotek Ltd. Inc		Cybermate International
Particulars	US Subsidiary		Portuguese Subsidiary
	INR In Lakhs	INR In Lakhs	INR In Lakhs	INR In Lakhs
	FY 31-12-2024	FY 31-12-2023	FY 31-12-2024	FY 31-12-2023
Total income	-	-	-	-
Profit before tax	-	-	-	-

Capital Expenditure on Tangible Assets-Standalone

During the year, additions to fixed assets were marginal, similar to the previous year.

2. Dividend.

No Dividend is being proposed for the current financial year to conserve resources.

3. Subsidiaries, Joint Ventures and Associate Companies.

During the year the Subsidiary companies could not commence operations.

Statement pursuant to Section 129 Subsection (3)(i) of the Companies Act 2013, read with Rule 5 of Companies Accounts Rules, 2014 relating to financial statements of subsidiary companies as formatted in AOC-1 form has been attached as Annexure- I to this report.

4. Remuneration Policy.

Your Directors have on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration in accordance with Section 197 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) for the time being in force).

The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this report.

The remuneration paid to your Directors and Managerial Personnel is in accordance with the Nomination and Remuneration Policy thus formulated.

The information required under Section 197 (12) of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - II.

5. Declaration by Independent Directors.

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, all the Independent Directors of your Company have given declaration that they have met the criteria of independence as required under the Act and the regulations

6. Formal Annual Evaluation of Performance of the Board and its Committees.

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the board evaluation framework.

The framework includes evaluation of directors on parameters such as

• Peer Evaluation

• Decision Making

• Analysis of Information

• Board Dynamics & Relationships

• Corporate Strategy

• Participation at Board Committees

The Companies Act 2013 states that a formal evaluation needs to be made by the board of its own performance and that of its committees and individual directors. Schedule IV to the Companies Act States that the performance evaluation of independent directors shall be done by the entire board of directors excluding the director being evaluated.

The evaluation process has been explained in Corporate Governance Report.

7. Board Committees.

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Grievances Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

Audit Committee

Name of the Member	Designation
Mr. V.S. Roop Kumar	Chairman
Ms. G . Ponnari	Member
Mr. BV.B. Ravi kishore	Member

Nomination and Remuneration Committee

Name of the Member	Designation
Mr. BV.B. Ravi kishore	Chairman
Mr. B. Srinivasa Reddy	Member
Mr. V.S. Roop Kumar	Member

Stakeholders Relationship Committee

Name of the member	Designation
Mr. B. Srinivasa Reddy	Chairman
Mr. K . Koteswara Rao*	Member
Mr. BV.B. Ravi Kishore	Member
Mr. K. Krishna Shankar#	Member

*Upto 09-01-2025 # from 07-02-2025

Corporate Social Responsibility Committee
Name of the member	Designation
Mr. BV.B. Ravi Kishore	Chairman
Mr. P. Chandra Sekhar	Member
Ms. G. Ponnari	Member

8. Deposits.

The Company has neither accepted nor renewed any deposits during the year under review. There are no outstanding deposits.

9. Particulars of Loans, Guarantees or Investments Made under Section 186 of the Companies Act, 2013.

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

10. Disclosures under Sexual Harassment of Women at Workplace.

In accordance with the provisions of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company is required to have an Anti- sexual harassment policy through which an Internal Complaints Committee is constituted. The said committee meets at regular intervals to redress any complaints received by the committee in these lines and after due deliberation aims at disposing off the complaints. However, there has been no such complaint filed within the company till date.

11. Significant and Material Orders Passed by the Regulators or Court.

During the year under review there are no material adverse orders passed by regulators or court

12. Material changes and commitments, if any affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report.

There are no significant events which are affecting the financial position of the company subsequent to the balance sheet date.

All FCCBs issued by the company to investors in 2018 have been converted into equity shares of Rs. 2/- each at such prices computed in accordance with the SEBI (ICDR) regulations and other regulations as applicable.

However, the bond holders have requested for allotment of equity shares for the amount equivalent to the interest accrued on the FCCBs. The company is now considering the same and is seeking necessary approvals from the shareholders and regulators as applicable and the same shall be completed in the ensuing period.

Further details on the FCCBs issued by the company are disclosed at Note No: 33 to the financial statements.

13. Particulars of Contracts or Arrangements made with Related Parties.

All Contracts/arrangements/transactions entered by the company during the financial year 2024-25 with related parties were in the ordinary course of business and on an arms length basis.

In this regard, we draw your attention to Note No: 31 containing a Statement Pursuant to Clause (h) of sub section 134 of the companies Act 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014, to the financial statements which sets out related party disclosures.

14. Number of Board meetings conducted during the year under review.

The directors of the company have met Nine (9) times during the financial year under review for the purposes of discussing the affairs of the company and its business, the details of which are listed below:

S.No	Date of Meeting	Time	Place	Meeting No.	For the Quarter
i	02-05-2024	11.00 am	Regd & Corp Off	01/2024-25	Apr-Jun
2	15-06-2024	11.00 am	Regd. & Corp Off	02/2024-25	Apr-Jun
3	13-08-2024	11.00 am	Regd & Corp Off	03/2024-25	Jul-Sep
4	05-09-2024	11.00 am	Regd & Corp Off	04/2024-25	Jul-Sep
5	11-09-2024	11.00 am	Regd & Corp Off	05/2024-25	Jul-Sep
6	13-11-2024	11.00 am	Regd & Corp Off	06/2024-25	Oct-Dec
7	06-12-2024	11.00 am	Regd & Corp Off	07/2024-25	Oct-Dec
8	09-01-2025	11.00 am	Regd & Corp Off	08/2024-25	Jan-Mar
9	07-02-2025	11.00 am	Regd & Corp Off	09/2024-25	Jan-Mar

15. Vigil Mechanism

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company. The company has also set out a whistle blower policy in terms of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, so as to ensure that the business is conducted with integrity and the companys financial information is accurate.

The Policy on Vigil Mechanism and whistle blower policy may be accessed on the companys website.

16. Training of independent directors

Whenever, new Non-executive and Independent Directors are inducted in the Board they are introduced to our Companys culture through appropriate orientation session and they are also introduced to our organization structure, our business, constitution, Board procedures, our major risks and management strategy.

17. Directors Responsibility Statement

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 with respect to Directors Responsibility Statement, it is hereby confirmed.

i. That in the preparation of the Annual Accounts for the financial year ended March 31, 2025 the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. The Directors have selected such accounting policies and applied them consistently and made judgements 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 the end of the financial year and of the profit and loss of the Company for that period.

iii. That the Directors had taken proper and sufficient care towards 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.

iv. That the Directors had prepared the accounts for the financial year ended March 31, 2025 on a going concern basis.

v. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively

vi. That systems to ensure compliance with the provision of all applicable laws were in place and were adequate and operating effectively.

18. Extract of Annual Return

Form MGT 9 containing details, forming part of the extract of the Annual return is disclosed on the website of the

company at www.orchasp.com/investors. [pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014].

19. Statement concerning development and implementation of Risk Management Policy of the company.

The Risk Management framework is not applicable to the Company as per the statute for the current period.

20. Details of Policy developed and implemented by the company on its Corporate Social Responsibility initiatives.

Pursuant to Section 135 of the Companies Act, 2013 every Company having

• Net worth of rupees five hundred crore or more, or

• Turnover of rupees one thousand crore or more or

• Net profit of rupees five crore or more

during any financial year, shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.

During the financial year 2018-19, on the basis of the Net Profit earned, the company qualified for Corporate Social Responsibility initiatives. The company has constituted a committee for the same (as provided under "Boards Committee" - Point No. 9). The company shall plan and implement the CSR activities in due course.

21. Transfer of Unclaimed Dividend to Investor Protection Fund.

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

22. Adequacy of Internal Financial Controls

The Company has established and is maintaining internal controls and procedures. The Board of Directors have evaluated the effectiveness of the Companys internal controls and procedures and confirm that they are adequate based on the size and the nature of its business.

23. Internal Audit

The Company has a well-established system of Internal Audit which carries out audit on Risk Management framework covering all the functions.

24. Auditors and Auditors report

Statutory Auditors

M/s J M T Associates have been appointed as statutory auditors from the conclusion of the 30th Annual General meeting until the conclusion of 31st Annual General Meeting.

The company proposes to appoint M/s J M T Associates as statutory auditors for a further period of 4 years i.e.

up to conclusion of 35th Annual General Meeting of the company. Hence resolution to this effect is included in the Notice to the 31st Annual General Meeting.

Secretarial Auditor

The Board has appointed Ms. T. Durga Pallavi, Practising Company Secretary, Hyderabad to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit report as issued by Ms. T. Durga Pallavi Rao for the financial year ended March 31, 2025 is annexed herewith in Annexure-III.

The company proposes to appoint Ms. T. Durga Pallavi, Practising Company Secretary as Secretarial auditor for a period of 5 years i.e. up to conclusion of 34th Annual General Meeting of the company. Hence resolution to this effect is included in the Notice to the 31st Annual General Meeting.

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

The detailed information as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished under Annexure IV as attached to this report.

26. Corporate Governance

Pursuant to Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a separate report on corporate governance has been included in this Annual Report in Annexure -V together with a certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance.

All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2024-25. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report.

27. Management Discussion and Analysis

Management Discussion and Analysis Report forms a part of the Annual Report - Annexure -VI

28. Explanation or comments on emphasis of matters or qualifications or reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports.

The statutory auditors have expressed a qualified opinion on the financial statements of the company pertaining to

a. Investment in Wholly Owned Subsidiary at Portugal viz Cybermate International, Unipessoal, LDA

b. We clarify that the Portuguese authority has issued a notice of cancellation of the Certificate of Incorporation of the WOS due to non-filing of statutory information. We are considering transferring the investment to another subsidiary and rectifying the non-compliance. We have been provided the final amounts due and pending compliances after which we propose to transfer the investment to another subsidiary. We will be completing the compliances during the present quarter.

c. Non-Receipt of trade receivables and payables due for more than 6 months.

We are of the opinion that the delays have been caused due to adverse conditions prevailing in the business and financial markets. We have extended our timelines by another six months for realizing of debtors due to adverse market conditions.

29. Shares

Buy back of Securities.

The Company has not bought back any of its securities during the financial year under review.

Sweat Equity

The Company has not issued any Sweat Equity Shares during the financial year under review.

Bonus Shares

No Bonus Shares were issued during the financial year under review.

Employees Stock Option Plan

The Company has not provided for any Stock Options to its employees during the financial year under review.

30. Disclosures

We are attaching Certification of Corporate Governance - Annexure-VII and Certification of Non-Disqualification of Directors - Annexure-VIII and Certification of MD and CFO as Annexure-IX.

31. Acknowledgement

Your directors place on records their sincere thanks to their employees, bankers, business associates, consultants, Legal Advisors and various government authorities for their continued support extended to your Companys activities during the financial year under review. Your directors also acknowledge gratefully for your support and for the confidence reposed on this Company.

By Order of the Board of Directors of Orchasp Limited

P. Qsfcluia

P. Chandra Sekhar

Chairman, MD & CFO DIN: 01647212

Place: Hyderabad

Date: 30-08-2025