Orient Tradelink Ltd Directors Report

To,

The Members, of Orient Tradelink Limited

Dear Members,

Your Directors have pleasure in presenting the 31 st Directors Report on the business and operations of Orient Tradelink Limited (the Company) together with the Standalone Audited Financial Statements of the Company for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS:

(In Lakhs)

PARTICULARS	2024-25	2023-24
Revenue from operation	1,445.26	906.71
Other income	61.34	2.85
Total Revenue	1,506.59	909.56
Purchase of Stock in trade	1,251.84	490.94
Change in inventories of finished goods	(246.37)	107.15
Employee benefits expenses	92.39	45.52
Depreciation and amortization expenses	78.84	87.45
Other Expenses	208.57	98.14
Total Expenses	1,385.27	829.21
Profit before tax	121.32	80.35
Less: Tax Expenses	32.80	62.72
Profit after tax	88.52	17.63
Other Comprehensive Income	-	-
Total Comprehensive Income/(Loss) for the Year	88.52	17.63
Earning per Shares (Basic)	0.72	0.14
Earning per Shares (Diluted)	0.72	0.14

2. RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS:

• The revenue generated from operations amounted to INR 14,45,26,000 (Indian Rupees Fourteen Crore Forty- Five Lakh Twenty-Six Thousand) in F.Y. 2024-25 as compared to F.Y. 2023-24 in which revenue generated was amounted to INR 9,06,71,000 (Indian Rupees Nine Crore Six Lakh Seventy-One Thousand).

• Net profit after tax is INR 88,52,000/- (Indian Rupees Eighty-Eight Lakhs Fifty Two Thousand) in F.Y. 202425 in Comparison to INR 17,63,000/- (Indian Rupees Seventeen Lakh Sixty-Three Thousand) in F.Y. 202324.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no Change in the nature of business of the Company during the current financial year.

4. SHARE CAPITAL:

The Authorized Share Capital of the Company is INR 62,50,00,000 /- (Indian Rupees Sixty Two Crore Fifty Lakhs) and issued, subscribed and paid-up equity share capital on March 31, 2025, stood at INR 12,26,50,000/- (Indian Rupees Twelve Crores Twenty-Six Lakhs Fifty Thousand) divided into 1,22,65,000 (One Crore Twenty Two Lakhs Sixty Five Thousand) Equity Shares of INR 10/- (Rupee Ten Only) each.

Note: The Authorized Share Capital has been increased from Rs. 26,00,00,000 /- to Rs. 62,50,00,000/- by passing Ordinary resolution vide resolution no. dated 23 rd December 2024.

5. DEPOSITS:

During the reporting period, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

6. DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2025.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to provisions of Section 125 of the Act, the dividends which have remained unpaid / unclaimed for a period of Seven (7) years from the date of transfer the unpaid dividend amount is mandatorily required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

The provisions of above section are not applicable to the Company since no dividend was lying in unpaid dividend account.

8. TRANSFER TO RESERVES:

The Board of Directors has decided to transfer the entire amount of profit for the financial year 2024-25 to reserves.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

The impact on the Companys financial statements has been given in Notes to financial statements for the year ended March 31, 2025. Based on the Company assessment, no material impact has been noted. Considering that it is a dynamic and evolving situation, the management will continue to closely monitor and evaluate the impact of any material change in macro-economic and other related factors which may have bearing on the companys operations.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments, wherever required, have been disclosed in the financial statements, which also form part of this report.

11. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.

12. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at Annexure I.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board.

DIN / PAN	Name of Director/ KMP	Designation	Date of Appointment	Date of cessation
00060319	Aushim Khetarpal	Managing Director	01/05/2002	-
07892196	Mahesh Kumar Verma	Independent Director	01/08/2017	-
09492441	Rachna Panwar	Non-Executive Director	15/02/2022	-
00899838	Balakrishna Ramarao Maddur	Independent Director	30/09/2019	28/05/2025

Following changes took place in the Board of Directors and Key Managerial Persons before the date of this report:

Mr. Balakrishna Ramarao Maddur resigned from his position of Independent Director w.e.f. 28 th May, 2025. Independent Director:

In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. Mahesh Kumar Verma is the Independent Directors of the Company as on date of this report.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Managers. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

Key Managerial Personnel:

In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during FY 202425 are:

• Mr. Akash Toshniwal was the Company Secretary which resigned w.e.f. 29/05/2025. Thereafter Ms. Priya Aggarwal appointed as Company Secretary w.e.f. 20/06/2025.

14. NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2024-25, total 9 (Nine) meetings of the Board of Directors were held. Following are the dates on which the said meetings were held:

• 25/04/2024

• 30/05/2024

• 14/08/2024

• 03/09/2024

• 06/09/2024

• 24/09/2024

• 20/11/2024

• 11/02/2025

• 29/03/2025

The intervening gap between the Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

S. No.	Name Of Director	Designation	No. of Board Meeting eligible to attend	No. of Meetings attended	No. Meeting in which absent
1.	Mr. Aushim Khetarpal	Managing Director	9	9	0
2.	Mr. Mahesh Kumar Verma	Independent Director	9	9	0
3.	Ms. Rachna Panwar	Non-executive Director	9	9	0
4.	Mr. Balakrishna Ramarao Maddur	Independent Director	9	9	0

Mr. Balakrishna Ramarao Maddur resigned from his position of Independent Director w.e.f. 28 th May, 2025. Retirement by Rotation:

As per the provisions of the Companies Act, 2013, Mr. Aushim Khetarpal (DIN: 00060319), Director, whose office is liable to retire by rotation in accordance with the provision of Companies Act, 2013 and being eligible, offers himself for re-appointment at the 31 st Annual General Meeting of the Company.

15. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Companys Policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been briefly disclosed hereunder and in the Report on Corporate Governance, which is part of this Annual Report.

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

• Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them

The Directors affirm that the remuneration paid to Directors, Key Managerial Personnel and employees is as per the Remuneration Policy of the Company.

The said Policy is also available on the website of the Company i.e. https://www.orienttradelink.in/.

17. BOARD EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of 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 criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the NRC reviewed the performance of individual Directors on the basis of 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.

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and Non-executive Directors in the aforesaid meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) and Regulation 46 of the SEBI Listing Regulations, kindly refer to the Companys website https://www.orienttradelink.in/pdf/familarisation-policy.pdf for details of the familiarization program for IDs on their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters.

19. RISK MANAGEMENT POLICY:

The Company is taking every care for minimizing the risk involved in the manufacturing process of the unit. Responsible staff employed to take every care to minimize the risk factor in the factory. The risk management policy of the company can be accessed at company website i.e. https://www.orienttradelink.in/pdf/risk- management-policy.pdf.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is annexed herewith at Annexure II.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence, provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy.

The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the Chairperson of the Audit Committee.

23. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 (1) & 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure III.

24. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c)

In terms of section 134(5) of the Companies Act, 2013, your directors state that: -

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis.

(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

(f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

25. AUDITORS & AUDITORS REPORT:

Statutory Auditors

Members are informed that M/s. Scan & Co., Chartered Accountants (FRN: 113954W), have resigned as Statutory Auditors of the Company w.e.f. 09/06/2025, To fill the resulting casual vacancy, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. NYS & Company, Chartered Accountants (FRN: 017007N), as Statutory Auditors of the Company which is subject to the approval of shareholders in the general meeting.

M/s. NYS & Company have furnished their written consent under Section 139(1) of the Companies Act, 2013, and confirmed their eligibility under Section 141 of the Act.

Members are requested to consider and approve the appointment of M/s. NYS & Company, Chartered Accountants (FRN: 017007N), as Statutory Auditors of the Company and ratify their appointment made by the Board of Directors, to hold office until the conclusion of the Annual General Meeting to be held in the year 2030.

The Auditors Report for financial year ended March 31, 2025, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditors report is enclosed with the financial statements in this Auditors Report.

Internal Auditor

Pursuant to Section 138 of the Act and Rules made there under, AM Sharma & Associates, Chartered Accountants having its head Office at SCO 32, D248/10, Wadhwa Complex, Laxmi Nagar, Delhi-110092 were appointed as Internal Auditors for the financial year 2024-25.

Secretarial Auditor

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board of Directors of the Company had appointed M/s Sulabh Jain & Associates (Registration No. S2017UP495600) Practicing Company Secretary having its Registered Office at D-77, Unit No. B-03, Noida, Sector-63, Uttar Pradesh-201301, to conduct Secretarial Audit of the Company for the financial year 2024-25. The Report of the Secretarial Audit is annexed herewith as Annexure -IV.

The Board of Directors proposes to appoint M/s. Vaibhav Sharma & Associates, Company Secretaries, having [Firm Registration No. S2012DE180700], as the Secretarial Auditor of the Company for a period of five (5) consecutive years, commencing from the financial year 2025-2026

The Secretarial Auditors has not given any remarks or qualified opinion except for:

a. Quarterly financial results for the period ended 30th September 2024 were filed on 21st November 2024, beyond the prescribed 45 days under Regulation 33 of SEBI (LODR) Regulations, 2015.

b. Annual Report for FY 2023-24 was submitted to the Stock Exchange with a delay of one day under Regulation 34 of SEBI (LODR) Regulations, 2015.

c. XBRL disclosure of Related Party Transactions for the half year ended 31st March 2024 was filed on 31st May 2024, i.e., one day beyond the due date prescribed under Regulation 23(9) of SEBI (LODR) Regulations, 2015.

Managements response to the above:

In reference to the observations raised concerning the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We wish to inform you that the Company will ensure that such non compliance will not take place in future. As per applicable provisions of SEBI (LODR), 2015.

The Company has submitted the Annual Secretarial Compliance Report with BSE in compliance of Regulation 24A of the SEBI Listing Regulations.

Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

26. INTERNAL CONTROL SYSTEM & THEIR ADEQUECY:

According to Section 134(5) (e) of the Companies Act, 2013, the Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and the transactions are authorized, recorded and reported correctly.

To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

Based on the results of such assessments carried out by management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment.

During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

28. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decisionmaking in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

29. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of Schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as Annexure - V.

30. EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2024-25 is available on Companys website at https://www.orienttradelink.in/annual report.html.

31. SECRETARIAL STANDARDS

During the year under review the Company has complied with Secretarial Standards on Board and General Meetings issued by Institute of Company Secretaries of India.

32. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

33. DIFFERENCE IN VALUATION:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

34. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

35. CORPORATE GOVERNANCE:

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is part to this Report in Annexure-VI.

36. FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

37. LISTING OF SECURITIES:

The Company is listed on the BSE Limited and is regular in paying the annual listing fee to the stock exchange.

38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Securities Exchange Board of India (SEBI) has mandated the inclusion of BRSR as part of the Annual Report for the top 100 listed entities. In view of the requirements specified, the company is not mandated for the providing the BRSR and hence do not form part of this Report.

39. WEBSITE OF THE COMPANY:

Your Company maintains a website https://www.orienttradelink.in detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

40. PREVENTION OF INSIDER TRADING:

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

41. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no application made or pending under Insolvency and Bankruptcy Code, 2016

• There has been no one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

42. ACKNOWLEDGEMENT:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members during the year under review.

		For & on behalf of
		Orient Tradelink Limited
	Sd/-	Sd/-
	Mahesh Kumar Verma	Aushim Khetarpal
Date: 06.09.2025	Director	Managing Director
Place: New Delhi	DIN: 07892196	DIN: 00060319