Orient Technologies Ltd Directors Report

Your Directors have the pleasure in presenting before you the Twenty-Eighth 28th) Annual Report of Orient Technologies Limited (formerly known as Orient Technologies Private Limited) (‘Company) for the financial year ended March 31, 2025 along with Audited Financial Statements and Auditors Report thereon.

FINANCIAL PERFORMANCE OF THE COMPANY

During the year, the financial performance of the Company, set a new milestone for its future performance. Below is the summary of the financial performance of the Company for the year.

(Amount in Lakhs)

PARTICULARS	FY " 2024325 ?-	FY 3 2023324 ?-
Revenue from Operations	83953.06	60,289.27
Other Income	675.6	397.13
Total Income	84628.66	60,686.40
Total Expenses	77193.64	54,627.52
Profit /3Loss) Before Interest, Finance Cost, Depreciation and Taxes	7435.02	6,058.88
Less: ? Finance Cost	121.58	205.01
Less: ? Depreciation and amortization expenses	511.79	362.70
Profit /3Loss) after Depreciation and Interest	6801.65	5,491.17
Less: ? Exceptional /Extraordinary Items	0	0
Profit /3Loss) Before Tax	6801.65	5,491.17
Less: ? Current Income Tax	1794.76	1,497.36
Less: ? Deferred Tax	?50.34	?105.03
Less ?? Tax Expense relating to earlier years	13.58	?45.98
Net Profit/3Loss) after Tax	5043.65	4,144.82
Other Comprehensive Income	46.84	17.45
Total Comprehensive Income Transferred to Balance Sheet	5090.49	4,162.27
Earnings per Share 3Basic and Diluted)	12.85	11.8

STATE OF AFFAIRS, OPERATION OF THE COMPANY AND FUTURE OUTLOOK?

During the year, we marked a major milestone with the successful completion of our Initial Public Offering 3IPO3, This landmark achievement marks a pivotal moment in the Companys journey, reflecting the strength of its business fundamentals, governance practices, and long-term vision. . This achievement reflects the strength of our business model and paves the way for accelerated growth and enhanced value creation for our shareholders. For the year under review, the Companys total income increased from ? 60,686.40 (in lakhs) to ? 84,628.66 (in lakhs), EBITDA rose from ? 6,058.88 (in lakhs) to ? 7,435.02 (in lakhs), and profit after tax grew from ?4,162.27 (in lakhs) to ? 5,090.493In lakhs). These financial indicators demonstrate consistent and commendable performance across all key areas.

A comprehensive analysis of the Companys operational performance, financial position, and future prospects is provided in the Management Discussion and Analysis section, forming part of this Annual Report.

The Annual Audited Financial Statements of the Company are complied with Section 129 of the Companies Act, 2013 3"the Act") and are prepared in accordance with the Indian Accounting Standards ("Ind AS") as notified under Section 133 of the Act read with the Companies 3Accounts) Rules, 2014 and other applicable provisions of the Act and the Securities and Exchange Board of India 3Listing Obligations and Disclosure Requirements) Regulations, 2015 3"the SEBI Listing Regulations"). The Annual Audited Financial Statements of the Company are prepared on a going-concern basis

CHANGES IN THE NATURE OF BUSINESS?

During the year under review, there were no changes in nature of the business of your Company.

TRANSFER TO RESERVES

The same is disclosed in the note no. 18 notes to the financial statements for the financial year 2024?25 forming part of the Annual Report for the year under review.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

In compliance with Regulation 43A of the Securities and Exchange Board of India 3Listing Obligation and Disclosure requirements) Regulations 2015, the Company has adopted the Dividend Distribution Policy of the Company during FY 2024?25. The Policy is available at https://www.orientindia.in/ investor-relations. The Policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividends to its shareholders.

During the year under review, the Company had declared Interim Dividend, in the Board meeting held on November 11, 2024, for the Financial Year 2024?25 at a rate of ?1.80/- 3One Rupee and Eighty Paise) on each fully-paid up equity share of ? 10/- each to the member as on the record date November 22, 2024 after deduction of applicable taxes. The dividend was paid on December 5, 2024 and the total net cash outflow was of ? 749.55 (in lakhs) The interim dividend of ? 1.80/- per equity share declared by the Board on November 11, 2024, shall be the final dividend for the financial year 2024?25.

The Board has decided to keep the remaining amount of profit as reserve for the growth of the Company.

Your Company is in compliance with its Dividend Distribution Policy as approved by the Board.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND IEPF-

During the financial year 2024?25, the provisions of Section 125323 of the Companies Act, 2013 were not applicable as there was no unpaid or unclaimed dividend or shares which is required to be transferred by the Company to the IEPF. Further there are no shares of the Company in demat suspense account or unclaimed suspense account.

ALTERATION OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION?

During the financial year under review, there is no alteration in the Memorandum and Articles of Association of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

ISSUED SHARE CAPITAL AND AUTHORISED CAPITAL

During the financial year 2024?25, there was no change in the Authorized Share Capital of the Company. The

Authorized Share capital stands at ?50,00,00,000/- ?Rupees Fifty Crores only]. However, the issued and paid-up share capital increased during the financial year 2024?25. The details of the increase in the issued and paid-up share capital are presented in the below table: 3Amount in ?3

Particulars	No. of Shares ?Issued and Paid-up Capital]	Share Capital Amount ?Issued and Paid-up Capital]
At the beginning of the	3,58,16,500	35,81,65,000
financial year 2024?25
Add:
Initial Public Offering	58,25,242	5,82,52,420
of the Company (Fresh
Issue)
At the end of the	4,16,41,742	41,64,17,420
financial year 2024?25

Note: Face value of equity shares is ? 10/- per share.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company hasnt issued any equity shares with differential voting rights.

BUY BACK / SWEAT EQUITY / BONUS SHARES

The Company has not bought back any of its securities during the year under review. Further, no sweat equity or bonus shares were issued.

REPORT ON THE UTILISATION OF PROCEEDS OF THE INITIAL PUBLIC OFFER RAISED DURING THE FINANCIAL YEAR 2024325.

The Company has appointed ‘CARE Ratings Limited as the monitoring agency to monitor the utilization of the issue proceeds from the Initial Public offer of the Company raised during the financial year 2024?25. The Monitoring agency has duly submitted its report on a quarterly basis to the Audit Committee and the Board of Directors. The Audit Committee and Board of Directors duly took note of the same and filed it with the stock exchange as required under Regulation 32363 of the SEBI 3Listing Obligations & Disclosure Requirements) Regulations, 2015. The Monitoring Agency Report highlighting the variations or deviations, if any, from the objects stated in the Initial Public Offering 3IPO3 has been submitted by the Monitoring Agency. The said report has been reviewed and noted by the Board of Directors and has also been disseminated to the stock exchanges in compliance with the applicable regulatory requirements.

Below is the summary of the utilisation of proceeds from the Public issue during the financial year 2024?25?

	As on March 31, 2025
Sr. No Objects of the Issue	Original Allocation	Funds Utilised
	?? In Millions]	?? In Millions]
1 Acquisition of Office Premise at Navi Mumbai	10.35	10.25
2 Purchase of equipment for setting up of NOC and SOC at Navi Mumbai	10.08	Nil
Property
3 Purchase of equipment and devices to offer DaaS, renting/operating	69.57	Nil
lease offering as a Service by our Company
4 General Corporate Purposes	17.93	16.00
	107.93	26.25

Further, during the year, the Company sought and obtained approval from its members through a Postal Ballot on March 30, 2025 for certain variations in the utilization of proceeds from the Public Issue, as outlined in the Companys Prospectus dated August 26, 2024. The approved variations are detailed below:

Objects of the issue	Amount in crores grouped for each objects	Amount utilized in crores	Balance unutilized amount in crores	Change in implementation timelines	Explanation for the variation
Acquisition of	10.35	10.25	0.10	NA	-
Office Premise at
Navi Mumbai
Purchase of	10.08	Nil	10.08	Implementation	The purchase of equipment for
equipment for				postponed to Fiscal	setting up the NOC and SOC at the
setting up of NOC				2026 due to delay	Navi Mumbai property has been
and SOC at Navi				in Occupancy	delayed due to the non-receipt
Mumbai Property				Certificate	of the Occupancy Certificate,
					which was originally expected by
					December 2024 but not received.
					Since the installation of the
					equipment is contingent upon the
					premises becoming operational,
					the funds allocated for this
					purpose will now be deployed in
					Fiscal 2026 instead of Fiscal 2025.
Purchase of	69.57	Nil	69.57	Implementation	The initial vendor quotations were
equipment and				postponed to	obtained at the time of filing DRHP,
devices to offer				Fiscal 2026 to align	the Company had reassessed the
DaaS, renting/				with the customer	available options in the market and
operating lease				requirements;	identified:
offering as a				changes in vendor,
					Upgraded equipment that
Service by our				specifications, and
					is now available, offering
Company				quantity
					improved technological
					efficiency and enhanced
					features in line with industry
					advancements.
					Alternative vendors
					providing better pricing and
					commercial terms, leading
					to a more cost-effective
					procurement strategy.
					An update in the vendor selection
					and equipment specifications
					necessitated to reflect the most
					optimal purchasing decision.

 

Objects of the issue	Amount in crores grouped for each objects	Amount utilized in crores	Balance unutilized amount in crores	Change in implementation timelines	Explanation for the variation
General Corporate	17.93	16.00	1.93	Implementation in
Purpose				the Fiscal 2026
Total	107.93	26.25	81.68

The Company has duly complied with all applicable regulatory requirements in relation to the Postal Ballot process in accordance with the Companies Act, 2013 and applicable SEBI regulations.

The Board remains committed to deploying the unutilised funds judiciously and in line with the revised timelines, to ensure optimal shareholder value and alignment with long-term strategic goals.

DEPOSITS

The Company has not accepted any deposit within the meaning of Section 73 and 76 of the Companies Act, 2013 and the rules framed thereunder during the financial year 2024?25 and therefore, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has not been any material change or commitment which have occurred between the end of financial year 2024?25 and the date of this Report which could have affected, in any manner, the financial performance of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has adhered to the provisions of Section 186 and other applicable provisions of the Companies Act, 2013 in respect of loans, advances and investments made by the Company during financial year 2024?25 and particulars of such loans, advances and investment have been provided in the audited financial statements of the Company forming part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements made with Related Parties the Company has adopted a related party transaction policy in compliance with the requirements of the Regulation 23 of the SEBI 3Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on the website of the Company at https://www.orientindia.in/investor-relations. All related party transactions that were entered into during the financial year ended March 31, 2025, were on an arms length basis and were in the ordinary course of business.

Further, during the year, your Company has not entered contracts or arrangements or transactions with the related parties which could be considered as ‘material in accordance with the Policy of the Company on materiality of Related Party Transactions and as per the SEBI 3Listing Obligations and Disclosure Requirements) Regulations, 2015. These transactions are in the ordinary course of business and are on an arms length basis. In view of the above, disclosure in Form AOC?2 is not applicable.

ANNUAL RETURN

As per the requirements of Section 92333 of the Act and rules framed thereunder, including any statutory modifications/amendments thereto for the time being in force, the annual return in form MGT?7 for FY 2024?25 shall be placed on the Companys website. The same can be accessed at https://www.orientindia.in/investor-relation.

DETAILS OF SUBSIDIARY/ HOLDING / JOINT VENTURE/ ASSOCIATE COMPANIES

The Company has no Subsidiary/Holding/ Joint Venture/ Associate company as defined under the Companies Act. 2013 for the reporting financial year.

The Board in its meeting held on February 6, 2025, has granted approval for the acquisition of a 60% stake in eProtect 360 Solutions Private Limited. However, the Company and eProtect 360 Solutions Private Limited could not reach a consensus on key terms, the Board has decided to terminate the Teaming Agreement and not proceed with the proposed acquisition.

The termination of the agreement does not have any material financial impact on the Company.

PARTICULARS OF EMPLOYEES

The information under Section 197 of the Act read with Rule 5 313 of the Companies 3Appointment and Remuneration of Managerial Personnel) Rules, 2014? a. The ratio of the remuneration of each director & KMP to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year 2024?25?

	Ratio of Remuneration to	% Increase in
Name	the median remuneration of	remuneration in the
	employees	financial year
Managing Director & Whole Time Directors
Mr. Ajay Baliram Sawant	21.34	0%
Mr. Jayesh Manharlal Shah	21.34	0%
Mr. Umesh Navnitlal Shah	21.34	0%
Mr. Ujwal Arvind Mhatre	21.34	0%
Independent Directors
Ms. Greena Mahesh Karani	0.85	NA
Ms. Monica Bhatia	0.77	NA
Ms. Meera Jasbir Rawat#	0.51	NA
Mr. Tushar Madhuvandas Parikh	0.92	NA
Mr. Viren Champaklal Shah	0.75	NA
Chief Executive Officer
Mr. Shrihari Kishor Bhat*	-	-
Chief Financial Officer **
Mr. Sunil Kumar Arora	4.22	0%
Mr. Gourav Modi	-	-
Company Secretary and Compliance
Ms. Nayana Nair	2.82	18%

Notes:

(i) The remuneration details in the above table pertain to directors and KMPs as required under the Companies Act, 2013.

(ii) The percentage increase in remuneration is not provided for some KMPs as they havent drawn remuneration during the full fiscal year 2025. (iii) ^#Ms. Meera Jasbir Rawat has tendered her resignation with effect from the close of business hours on May 7, 2025.

(iv) *Mr. Shrihari Bhat was appointed as Chief Executive Officer 3CEO3 with effect from January 1, 2025. For the financial year ended March 31, 2025, he has offered to render his services on an honorary basis, for a token remuneration of ?1 3Rupee One only). No other benefits, perquisites, or allowances have been paid or accrued to him during the FY 2024?25.

(v) **Mr. Sunil Kumar Arora retired from the position of Chief Financial Officer 3CFO3 of the Company w.e.f the close of business hours on March 31, 2025.

(vi)**Mr. Gourav Modi was appointed as the Chief Financial Officer 3CFO3 w.e.f. April 1, 2025. b. The percentage increase in the median remuneration of employees in the financial year is 34.85%. c. The number of permanent employees on the rolls of Company are 1432 as on March 31, 2025. d. The average percentile increase already in the salaries of employees is 13.87% and the percentile increase in the managerial remuneration is NIL. Comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; e. Key Parameters for any variable component of remuneration availed by directors- Not Applicable f. The Company affirms that the remuneration is as per the remuneration policy of the Company. g. Nature of employment of all above mentioned employees is permanent h. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 1973123 of the Act read with Rule 5 323 of the Companies 3Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other information as required in this rule, is provided in below table:

<td ALIGN=RIGHT>17?10?2001

Sr Employees No.	Designation	Renu- meration received (in Lakhs)	Qualifi- cations Experi- ence (in years)	Date of com- mencement employment	Age In years	Past employ- ment	% of equity shares	whether any such employee is a rela- tive of any director or manager of the company and if so, name of such direc- tor or manager:
1 Ajay	Chairman and	84.35	25?	04?07?1997	58	NA	7600000	No
Sawant	Managing		Years
	Director
2 Jayesh	Whole-Time	84.35	25?	04?07?1997	57	NA	7599900	No
Shah	director		Years
3 Umesh	Whole-Time	84.35	25?	04?07?1997	55	NA	7599900	No
Shah	director		Years
4 Ujwal	Whole-Time	84.35	25?	04?07?1997	57	NA	7600400	No
Mhatre	director		Years
5 Yashashree	Chief Sales	69.22	25?	04?07?1997	53	NA	6000	No
Vidyadhar	Officer		Years
Parab
6 Parul Shah	Assistant	69.11	18?	02?04?	55	NA	100	Yes ?Mr. Jayesh
	General		Years	2007				Manharlal Shah
	Manager
7 Sejal Shah	HR Manager	69.11	18?	01?04?2007	54	NA	100	Yes- Mr. Umesh
			Years					Navnitlal Shah
8 Deepa	Marketing	69.11	18?	01?04?2007	52	NA	600	Yes- Mr. Ujwal
Mhatre	Manager		Years					Arvind Mhatre
9 Vishakha	General	69.11	18?	01?04?2007	57	NA	25000	Yes- Mr. Ajay
Sawant	Manager		Years					Baliram Sawant
10 Suresh	Chief	51.75	23?	45	NA	-	No
Bachwani	Technologies		Years
	Officer

Notes :

Except for Directors, as they havent been granted any stock options, the remuneration of all other employees provided in the above table includes the value of perquisites i.e value of the stock option exercised during the financial year. Further, there were no employees employed throughout the financial year who were in receipt of remuneration of more than One crore and Two lakh rupees or if employed for part of financial year was in remuneration of more than Eight lakh and Fifty thousand rupees per month. Hence, this disclosure is Not Applicable.

CORPORATE GOVERNANCE

The corporate governance philosophy of the Company is rooted in its commitment to serving the interests of all stakeholders. It emphasizes fairness, transparency, and alignment with the strategic and operational needs of the business. The Company firmly believes that long-term value creation and successful strategy execution are achievable only through the adoption of high standards of corporate governance. Consistently, the Company strives to set new benchmarks in corporate excellence.

In terms of SEBI Listing Regulations, a separate section on "Corporate Governance" with a compliance report on corporate governance and a certificate from M/s. Alwyn Jay & Co., Practicing Company Secretaries, Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance, has been provided in this Annual Report.

A certificate of the Chief Executive Officer and Chief Financial Officer of the Company in terms of Part B of Schedule II of SEBI Listing regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed with report on Corporate Governance.

EMPLOYEES SHARE OPTION PLAN OF THE COMPANY

Your Company has not issued any employee recognition schemes during the year.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board of Directors has implemented a robust framework of internal financial controls designed to ensure the orderly and efficient conduct of the Companys operations. These controls encompass adherence to internal policies and procedures, safeguarding of assets, prevention and detection of frauds and errors, and the accuracy and integrity of the Companys financial records. The framework also ensures the timely and reliable preparation of financial statements and disclosures, in compliance with applicable accounting standards and regulatory requirements. The effectiveness of these controls is periodically reviewed and updated to adapt to evolving business and regulatory landscapes, ensuring continued adequacy and operational excellence.

The Companys internal control systems are commensurate with the nature of its business, size and complexity of the operations.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 333 (c) and 134 353 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: (i) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures. (ii) the directors had 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 at the end of the financial year and of the profit of the Company for the period; (iii) 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.

(iv) The directors have prepared the annual accounts on a going concern basis.

(v) 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.

REPORT ON MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE

Pursuant to the SEBI Listing Regulations 2015, Management Discussion and Analysis Report, Report on Corporate Governance, Certificate pursuant to Schedule V read with Regulation 34 333 of the SEBI Listing Regulations and the declaration by the Chief Executive Officer regarding affirmations for compliance with the

Companys Code of Conduct are forming part of the Annual report for the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO i. Conservation of Energy: The steps taken or impact on conservation of Energy: Adequate measures have been taken to reduce the energy consumption by using energy efficient computers, Laptops and other equipments and low energy consumption in tube light fittings, usage of LED/CFL lights in offices, installing power capacitors, replacement of very old air conditioners to reduce power consumption, reduction in daily A.C. running time, switching off lights and air conditioners during lunch breaks.

The steps taken by the Company for utilizing alternate sources of Energy: As much as possible the Company uses the ambient light for lighting purposes. This reduces electricity consumption due to lesser need of lighting during the day.

The capital investment on energy conservation: The measures taken have resulted in savings in overheads. Since energy cost comprises a small part of the Companys total expenses, the financial impact of these measures is not material. ii. Technology Absorption:

There was no Technology Absorption during the year. iii. Foreign Exchange Earnings and Outgo i) Expenditure in foreign currency: Rs. 692.77 lakhs 3Previous Year-Rs. 592.38 lakhs) ii) Earnings in foreign currency: Rs. 806.87 lakhs - 3Previous Year ™ Rs. 490.15 lakhs)

AUDITORS AND AUDITORS REPORT Statutory Auditors:

M/s Kirtane & Pandit LLP, Chartered Accountants, Mumbai 3Firm registration No.? 105215W/W1000573 of the Institute of Chartered Accountants of India , was appointed as Statutory Auditor of the Company in the Annual General Meeting held on August 07, 2024 for 53Five) years holding office till 2029. They have conducted the statutory audit for the financial year 2024? 25. The Independent Auditors Report is forming part of the Annual Report. There have been no qualifications, reservation, disclaimer or adverse remarks given in the report.

Secretarial Auditors

M/s Alwyn Jay & Co, Practising Company Secretaries ?FRN? P2010MH021500? were appointed as Secretarial Auditors of the Company for the financial year 2024?25 by the Board of Directors on May 30, 2024 for conducting secretarial audit. The secretarial Audit Report is attached as Annexure-II. There have been no qualifications, reservation, disclaimer or adverse remarks given in the report except as follows Further, The Board of Directors have proposed the appointment of M/s Alwyn Jay & Co, Practising Company Secretaries 3Firm registration No.? P2010MH0215003 the retiring Secretarial Auditors, as the Secretarial Auditors of the Company to hold office for a period of 5 years from the conclusion of this Annual General Meeting until the conclusion of the Annual General Meeting to be held in the year 2030, subject to members approval in the ensuing Annual General Meeting.

M/s Alwyn Jay & Co, Practising Company Secretaries have expressed their willingness and confirmed their eligibility under the provisions of the Companies Act, 2013 to act as Secretarial Auditors of the Company.

Internal Auditors

M/s Santosh G. Ghag & Co., Chartered Accountants ?FRN? 112786W? were appointed as Internal Auditors of the Company for the financial year 2024?25 by the Board of Directors on May 30, 2024. They conduct the audit as prescribed under Section 138 of the Companies Act, 2013. Their report was discussed and deliberated by the Audit Committee of the Company.

Cost Auditors

The provision of Section 148 of the Companies Act, 2013 read with Rules made there under pertaining to appointment of Cost Auditor are not applicable to the Company. Also, the company is not required to maintain cost records.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards i.e. SS?1 and SS?2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively issued by the Institute of Company Secretaries of India and approved as such by the Central Government pursuant to Section 1183103 of the Companies Act, 2013. Your Directors confirm the compliance of the Secretarial Standards during the year under review.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL KMP-

Presently, the details of the Board of Directors and Key managerial personnel of the Company comprises the following as of the closure of the financial year 2024?25?

S. No. Name of the Director	DIN/PAN	Designation
1 Mr. Ajay Baliram Sawant	00111001	Chairperson and Managing Director
2 Mr. Umesh Navnitlal Shah	00111751	Whole-time director
3 Mr. Ujwal Arvind Mhatre	00111148	Whole-time director
4 Mr. Jayesh Manharlal Shah	00111598	Whole-time director
5 Ms. Greena Mahesh Karani	08757175	Independent Director
6 Ms. Monica Bhatia	06852987	Independent Director
7 Mr. Tushar Madhuvandas Parikh	00049287	Independent Director
8 Mr. Viren Champaklal Shah	02886221	Independent Director
9 *Ms. Meera Jasbir Rawat	10415698	Independent Director
10 **Mr. Shrihari Bhat	AAKPB0029J	Chief Executive Officer
11 $Mr. Sunil Kumar Arora	AABPA7951R	Chief Financial Officer
12 #Mr. Gourav Modi	AFBPM3984K	Chief Financial Officer
13 Ms. Nayana Nair	BNNPP6570P	Company Secretary & Compliance Officer

* Ms. Meera Jasbir Rawat has tendered her resignation with effect from the close of business hours on May 7, 2025 **During the year the Mr. Shrihari Bhat was appointed as Chief Executive Officer 3CEO3, w.e.f from 01^st January, 2025 pursuant to the approval of the Board at its meeting held on November 11, 2024.

$ Mr. Sunil Kumar Arora retired from the position of Chief Financial Officer of the Company with effect from the close of business hours on March 31, 2025. ^# Mr. Gourav Modi was appointed as a Chief Financial Officer 3CFO3 effective from April 01, 2025. During the financial year 2024™25, eleven 3113 meetings of the Board of Directors were held on the following dates: May 30, 2024; June 28, 2024; July 16, 2024; August 9, 2024; August 14, 2024; August 20, 2024; August 26, 2024; September 13, 2024; November 11, 2024; February 6, 2025; and February 27, 2025.

The attendance of Directors at these meetings is as follows:

Board Meetings during the year: -

		Number meetings directors	Number of meetings attended
S. No.	Name of the Director
		liable to attend during the year	by the directors
1	Mr. Ajay Baliram Sawant	11	11
2	Mr. Umesh Navnitlal Shah	11	11
3	Mr. Ujwal Arvind Mhatre	11	11
4	Mr. Jayesh Manharlal Shah	11	11
5	Ms. Greena Mahesh Karani	11	11
6	Ms. Monica Bhatia	11	11
7	Mr. Tushar Madhuvandas Parikh	11	11
8	Mr. Viren Champaklal Shah	11	11
9	* Ms. Meera Jasbir Rawat	11	8

*Ms. Meera Jasbir Rawat has tendered her resignation with effect from the close of business hours on May 7, 2025. There are 5 Independent Directors in the Company during the financial year 2024?25. All Independent Directors have submitted declarations confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section 363 of section 149 of the Act and Regulation 16313 (b) of the SEBI Listing Regulations.

Further, the Board, after taking these declarations/disclosures on record and acknowledging the veracity of the same, opines that the Independent Directors of the Company strictly adheres to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Securities and Exchange Board of India 3Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, none of the Directors are debarred from holding office as Director by virtue of any order of SEBI or any other competent authority.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have also confirmed their registration with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs in compliance with the requirements of the Companies 3Appointment and Qualifications of Directors) Rules, 2014.

The Independent Directors of the Company have passed or exempted from the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs In accordance with the provisions of the Companies Act, 2013, Mr. Ujwal Arvind Mhatre 3DIN? 001111483, being the longest in the office is liable to retire by rotation and, being eligible, offers himself for reappointment. Accordingly, a resolution seeking his re-appointment is given in the notice of the 28th Annual general meeting.

Performance Evaluation

The Board of Directors, on the basis of criteria specified by the policy on performance evaluation, has carried out an annual evaluation of its own performance, Board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the board meeting that followed the meeting of the independent directors and meeting of the Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Further, the independent directors of the Company, at their separate meeting held on August 14, 2024 reviewed the performance of non-independent directors, the board of directors as a whole, the performance of the Chairperson of the Company and accessed the quality, quantity and timeliness of flow of information between the Management of the Company and the Board that is necessary for the Board of directors to effectively and reasonably perform their duties. The Directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees and on the basis of the report of the said evaluation, the present term of appointment of Directors shall be continued with the Company.

Familiarization Program of Independent Directors

During the financial year 2024?25, the Independent Directors were apprised of the business strategies of the Company. Independent Directors also had a meeting with the functional heads of the Company wherein the functional heads briefed the Independent Directors about departments in the Company and their function in the Company. They were made aware about the policies and code of conduct of the Company. Further, the details of the training and familiarization program are provided in the Corporate Governance Report forming part of the Annual Report of the Company. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

The details of the familiarization programmes for Directors are available on the Companys website, viz. https://www. orientindia.in/investor-relations.

Director retiring by rotation

In terms of Section 152 of the Companies Act,2013, Mr. Ujwal Arvind Mhatre 3DIN? 001111483, Whole-time Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting. A brief profile along with the resolution seeking members approval for his appointment forms part of the notice convening the ensuing Annual General Meeting

COMMITTEES OF THE BOARD AND RELATED POLICIES

During the year 2024?25, in compliance with the SEBI listing regulations, the Company has constituted mandatory committees as mentioned below. The number of meetings held during the year and the participation of the members in the meetings are mentioned below:

A- Audit Committee

During the financial year 2024™25, Six 363 meetings of the Audit Committee were held on the following dates: May 30, 2024, June 28, 2024, July 16, 2024, September 13, 2024, November 11, 2024 and February 6, 2025.

S. No. Name of the Director	Designation /Category	Number meetings directors liable to attend during the year	Number of meetings attended by the directors
1 Ms. Greena Mahesh Karani	Chairperson/ Independent Director	6	6
2 Mr. Tushar Madhuvandas Parikh	Member/ Independent Director	6	6
3 Mr. Ajay Baliram Sawant	Member/ Chairman and Managing	6	6
	Director

During the period under review, there were no instances of non-acceptance of any recommendation of the Audit Committee by the Board of Directors of the Company.

B- Nomination and Remuneration Committee

During the financial year 2024™25, Two 323 meetings of the Nomination and Remuneration Committee were held on the following dates: November 11, 2024 and February 27, 2025.

S. No. Name of the Director	Designation /Category	Number meetings directors liable to attend during the year	Number of meetings attended by the directors
1 Mr. Tushar Madhuvandas Parikh	Chairperson/ Independent Director	2	2
2 Ms. Monica Sanjeev Kumar Bhatia	Member/ Independent Director	2	2
3 Mr. Ajay Baliram Sawant	Member/ Chairman and	2	2
	Managing Director

Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under subsection 3- of Section 178 of the Act:

The Board has adopted the Nomination and Remuneration Policy for Directors, KMP and other Employees and also Policy on the Board Diversity, Succession Planning. Further, Companys policy on appointment of directors and remuneration including criteria for determining qualifications, positive attributes, independence of directors etc is specified in Nomination and Remuneration Policy of the Company. The NRC Policy of the Company is available on the website of the Company at https:// www.orientindia.in/investor-relation.

Salient Features of this policy are as under: -

The Nomination and Remuneration Policy of the Company outlines a robust framework for the appointment, evaluation, and remuneration of Directors, Key Managerial Personnel 3KMP3, and Senior Management. The key features of the policy include: Attracting and retaining competent leadership through competitive and balanced remuneration packages.

Ensuring pay-for-performance alignment by linking variable pay to individual and company performance. Maintaining transparency and equity in remuneration practices with a mix of fixed and incentive components. Promoting board diversity by identifying candidates with varied skills, backgrounds, and experiences. Setting clear evaluation criteria for Directors and the Board to ensure accountability and governance. Providing for regulatory compliance, including adherence to the Companies Act, SEBI LODR Regulations, and other applicable laws.

Administering employee stock options and succession planning through the Nomination and Remuneration Committee.

Conducting regular reviews and amendments to keep the policy aligned with evolving business needs and legal requirements.

This policy serves as a strategic tool to support the Companys long-term objectives while ensuring fair and transparent governance practices.

C- Stakeholder Relationship Committee

During the financial year 2024™25, One 313 meeting of the Stakeholder Relationship Committee was held on February 27, 2025.

S. No.	Name of the Director	Designation /Category	Number meetings directors liable to attend during the year	Number of meetings attended by the directors
1	Mr. Viren Champaklal Shah	Chairperson/ Independent Director	1	1
2	Mr. Tushar Madhuvandas Parikh	Member/ Independent Director	1	1
3	Mr. Jayesh Manharlal Shah	Member/ Whole-time Director	1	1

D- Corporate Social Responsibility Committee

During the financial year 2024™25, One 313 meeting of the Corporate Social Responsibility Committee was held on February 6, 2025.

S. No.	Name of the Director	Designation /Category	Number meetings directors liable to attend during the year	Number of meetings attended by the directors
1	Ms. Monica Sanjeev Kumar	Chairperson/ Independent Director	1	1
	Bhatia
2	Mr. Viren Champaklal Shah	Member/ Independent Director	1	1
3	Mr. Umesh Navnitlal Shah	Member/ Whole-time Director	1	1
4	Mr. Ujwal Arvind Mhatre	Member/ Whole-time Director	1	1

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the CSR Policy of the company and the initiatives undertaken by the Company on CSR Activities during the year are set out in Annexure -Iof this report in the format as prescribed in the Company 3CSR Policy) Rules 2014. CSR policy of the Company is available on the website of the Company at https://www. orientindia.in/investor-relation.

The Policy inter alia briefs the areas in which CSR outlays can be made, objectives, the various CSR Programs/ Projects which can be undertaken, implementation of the said programs and projects, criteria for identification of the implementing agencies, monitoring and evaluation mechanisms and annual action plan

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION, PROHIBITION AND REDRESSAL- ACT, 2013

Your Company has always believed in providing a safe workplace for every woman employee working with your Company. Your Company has a policy on the prevention of sexual harassment at the workplace which is in line with the provisions of the Sexual Harassment of Women at Workplace 3Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. Your Company has complied with the provisions relating to the constitution of the Internal Complaints Committee 3ICC3 and the same has been duly constituted in compliance with the Sexual Harassment of Women at Workplace 3Prevention, Prohibition and Redressal) Act, 2013. During the year, the Company hasnt received any complaints under Sexual Harassment of Women at workplace 3Prevention, Prohibition and Redressal) Act, 2013. Further, as on the close of financial year 2024? 25, no complaint was pending before the ICC for its resolution. Also, the Company had organized training programs concerning sexual harassment from time to time, for its employees and staff. The said training programs and workshops helped create the necessary awareness and encourage a cooperative environment in the organisation.

During the Financial year ended March 31, 2025? • number of complaints of sexual harassment received in the year: NIL

• number of complaints disposed off during the year:

NA

• number of cases pending for more than ninety days: NA

DISCLOSURE RELATING TO THE MATERNITY BENEFIT ACT 1961?

Our permanent employees and workers are covered under health and accident insurance, and maternity and paternity benefits and during the year under review, the Company has complied with Maternity Benefit Act, 1961.

RISK MANAGEMENT

The company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company. As per SEBI 3LODR3 regulations, 2015, the constitution of Risk Management committee is not applicable to your Company.

VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177393 of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. It also provides for adequate safeguards against victimization of person who use this mechanism and direct access to the Chairperson. This Policy is available on the Companys website at https://www.orientindia.in/ investor-relation#cp. The Audit Committee oversees the functioning of the same. We affirm that no personnel has been denied access to the audit committee.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SUB3SECTION 12- OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT

During the year under review, auditors of the Company viz. statutory auditor and secretarial auditor, internal auditor has not reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report under Section 143 3123 of the Companies Act, 2013.

DETAILS OF VALUATION DONE AT THE TIME OF ONE3 TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTION

There was no transaction done related to valuation of one-time settlement or taking loan from the Banks or Financial Institution.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 31 OF 2016-

During the year under review, no applications were made, nor any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 331 of 20163.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 3432)(f) of the SEBI 3Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to submit a Business Responsibility and Sustainability Report 3BRSR3 is applicable only to the top 1000 listed companies based on market capitalisation, as at the end of the immediate previous financial year. Since the Company does not fall within the top 1000 listed entities as per the criteria prescribed, the submission of BRSR is not applicable to the Company for the financial year 2024?25.

LISTING

The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited on August 28, 2024. The Company has paid the Listing fees to the Stock Exchanges for the financial year 2024?25.

CODE OF CONDUCT FOR DIRECTORS AND KMPs

The Board of Directors of the Company has adopted the Code of Conduct for its Directors and Senior Management Personnel of the Company in compliance with Regulation 17353 of the SEBI Listing Regulations. For the financial year 2024?25, all Board members and Senior Management personnel of the Company have affirmed the compliance with the code as applicable to them.

The said Code is available on the website of the Company at https://www.orientindia.in/investor-relations..

ACKNOWLEDGEMENT

We extend our sincere gratitude to all our stakeholders—including our valued clients, vendors, investors, bankers, and employees—for their unwavering trust and continued support throughout the year. Each of these relationships plays a vital role in our journey, and we deeply appreciate the confidence they have placed in us.

We also place on record our heartfelt appreciation for the dedication, commitment, and tireless efforts of our employees at all levels. Their hard work, unity, and resilience have been instrumental in driving our consistent growth and operational success. It is their collective contribution that continues to strengthen our foundation and propel us forward.

We are also grateful to the Government of India and various regulatory authorities for their ongoing guidance and cooperation. In particular, we thank the Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, the GST authorities, the Securities and Exchange Board of India 3SEBI3, and the respective departments of state governments. Their support has been crucial in ensuring compliance and enabling a conducive business environment. We look forward to their continued support in the years to come.

For ORIENT TECHNOLOGIES LIMITED

3Formerly known as Orient Technologies Private Limited) On Behalf of the Board of directors

AJAY BALIRAM SAWANT

Chairman and Managing Director DIN? 00111001

Date: August 12, 2025 Place: Mumbai

Ujwal Arvind Mhatre

Whole-time Director DIN? 00111148