Orient Tradelink Ltd Directors Report

To, The Members,

Orient Tradelink Limited

Your Directors have pleasure in presenting you the 32 nd Boards 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, 2026.

1. FINANCIAL PERFORMANCE

(In Lakhs)

Particulars	FY 2025-26	FY 2024-25
Total Revenue	1751.28	1,506.59
Total Expenses	1572.50	1,385.27
Profit/Loss Before Tax	178.78	121.32
Less: Tax Expense	43.15	32.80
Profit & Loss after Tax	135.63	88.52
Earning Per Shares (Basic)	0.62	0.72
Earning Per Shares (Diluted)	0.62	0.72

2. REVIEW OF OPERATIONS & STATEMENT OF COMPANYS AFFAIRS

The Company generated revenue of INR 1751.28 (In Lakhs) during the Financial Year 2025 26 as against revenue of INR 1,506.59 (In Lakhs) in the previous Financial Year 2024 25.

The Company reported a net profit of INR 135.63 (In Lakhs) for the Financial Year 2025 26 as against a net Profit of INR 88.52 (In Lakhs) in the previous Financial Year 2024 25.

3. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the Financial Year 2025 2026.

4. SHARE CAPITAL

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company stood at INR 62,50,00,000/- (Indian Rupees Sixty-Two Crore Fifty Lakh Only) divided into 6,25,00,000 (Six Crore Twenty-Five lakh only) Equity Shares of INR 10/- each.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

During the year 2025-2026, the issued, subscribed and paid-up equity share capital increased from 1,22,65,000 (One Crore Twenty-Two Lakhs Sixty-Five Thousand) Equity shares of INR 10/- each to 3,86,85,588 (Three Crores Eighty-Six Lakhs Eighty Five Thousand Five Hundred Eighty-Eight) Equity shares of INR 10/- each due to the conversion of warrants into equity shares and preferential allotment of equity shares.

The details of the allotment are as follows:

CONVERTIBLE WARRANTS

The Members of the Company approved the preferential issue and allotment of 5,00,00,000 (Five Crore) convertible warrants , convertible into an equivalent number of equity shares of the Company having a face value of 10/- each, at an issue price of 16/- per warrant, to the non-promoter(s) of the Company in the Extra-Ordinary General Meeting held on 23 rd December, 2024.

Subsequently, the Company received in-principle approval from BSE Limited on 1 st April, 2025 for 4,96,15,000 equity shares proposed to be issued upon conversion of the said warrants.

Pursuant to the above approval, the Company allotted 3,20,12,000 convertible warrants . Out of these warrants, 2,29,67,000 warrants have been converted into equity shares , while 90,45,000 warrants remain pending for conversion as on 31 st March, 2026.

PREFERENTIAL ALLOTMENT

During the Financial Year 2025 2026, at the Annual General Meeting of the Company held on 29 th September, 2025 , the Members of the Company approved the further issue of up to

40,50,000 (Forty Lakh Fifty Thousand) equity shares on a preferential basis to the non-promoters of the Company.

Subsequently, the Company received in-principal approval from BSE Limited on 06 th January, 2026 for the allotment of 40,50,000 equity shares pursuant to the aforesaid preferential issue.

Pursuant to the said approval, the Company allotted 34,53,588 equity shares to the non-promoter(s) within 15 days from the date of receipt of the in-principle approval from the Stock Exchange .

The details of the changes are as follows:

Particulars	Number of Equity Shares
At the beginning of the year	1,22,65,000
Equity Shares issued pursuant to conversion of warrants	2,29,67,000
Equity Shares issued on preferential allotment	34,53,588
At the end of the year	3,86,85,588

Therefore, the issued, subscribed and paid up capital of the Company stood at 3,86,85,588 (Three Crores Eighty-Six Lakhs Eighty Five Thousand Five Hundred Eighty-Eight) Equity shares of INR 10/- each as on 31 st March, 2026.

BUY BACK OF SECURITIES

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

BONUS SHARES:

No bonus shares were issued during the period under review.

ISSUE OF EQUITY SHARES UNDER ESOP

No Equity shares under ESOP were issued during the period under review.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE

No Equity shares with differential rights as to dividend, voting or otherwise were issued during the period under review.

5. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended on 31 st March, 2026

6. 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.

7. LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on Bombay Stock Exchange (BSE).

8. TRANSFER TO RESERVE

During the Financial Year under review, Company has transferred the loss of INR 135.63/- (In Lakhs) to the Reserves & Surplus of the Company for the Financial year 2025-2026.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company is constituted in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board comprises of Three Directors, one of whom is Executive Director, Two Non-Executive Directors, and one Woman Director as on 31 st March, 2026.

Due to the resignation of Mr. Mahendra Prasad Sharma, Independent Director, with effect from 12 th February, 2026, there was a vacancy in the position of Independent Director during the financial year.

However, subsequent to the end of the financial year, the composition of the Board has been duly constituted in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable .

As on 31 st March 2026, your company has the following Directors and Key Managerial Personnel on its Board:

DIN / PAN	Name of Director/KMP	Designation	Date of Appointment	Date of cessation
00060319	Mr. Aushim Khetarpal	Managing Director	01/05/2002	-
09492441	Ms. Rachna Panwar	Non-Executive Director	15/02/2022	-
07892196	Mr. Mahesh Kumar Verma	Non-Executive Independent Director	01/08/2017	-
00899838	Mr. Balakrishna Ramarao Maddur	Non-Executive Independent Director	30/09/2019	28/05/2025
02651989	Mr. Mahendra Prasad Sharma	Non-Executive Independent Director	06/09/2025	12/02/2026
AARPK6516A	Mr. Aushim Khetarpal	Chief Financial officer	20/04/2021	-
BEYPT8938P	Mr. Akash Toshniwal	Company Secretary and Compliance Officer	15-07-2020	29-05-2025
DJMPA1262C	Ms. Priya Aggarwal	Company Secretary and Compliance Officer	20/06/2025	-

In accordance with the requirements of the Act and the Companys Articles of Association, Ms. Rachna Panwar (DIN: 09492441) retires by rotation and is eligible for re- appointment. The resolution seeking Members approval for her re-appointment forms part of the Notice.

A detailed profile of Ms. Rachna Panwar (DIN: 09492441) along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of Annexure A to the Notice of the AGM which forms part of this Annual Report.

Based on the recommendation of the Nomination and Remuneration Committee (NRC) and the Board and in accordance with the provisions of the Act and Listing Regulations, following appointments/cessations were made during the FY 2025-2026:

1. Mr. Akash Toshniwal (Membership No.62368) resigned from his position as Company Secretary & Compliance officer w.e.f. 29 th May, 2025.

2. Ms. Priya Aggarwal (Membership No. 77022) was appointed as the Company Secretary & Compliance officer w.e.f. 20 th June, 2025.

3. Mr. Balakrishna Ramarao Maddur (DIN: 00899838) resigned from his position of Non-Executive Independent Director w.e.f. 28 th May, 2025.

4. Mr. Mahendra Prasad Sharma (DIN: 02651989) was appointed as an Additional Independent Director (Non-executive) of the Company vide board Resolution dated 06 th September, 2025.

The said appointment of Mr. Mahendra Prasad Sharma (DIN: 02651989) as Non-Executive Independent Director was approved by the Members at the AGM held on 29 th September, 2025 for a term of 5 years. However, he has resigned from its position w.e.f. 12 th February, 2026.

As on the date of the report, following appointments/cessations were made:

1. Ms. Bhawna Shadija (DIN 11932458) was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company w.e.f. 08.09.2026.

2. Mr. Akash Singh Tomar (DIN: 11932479) was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company w.e.f. 08.09.2026.

3. Mr. Mahesh Kumar Verma (DIN: 07892196) resigned from his position as Non-Executive Independent Director w.e.f. 07.09.2026.

10. NUMBER OF MEETINGS OF THE BOARD

The Board duly met during the year as per timelines prescribed under the Companies Act, 2013 and Secretarial Standards issued by the ICSI and meetings were duly convened with proper quorum.

The particulars of meetings held and attendance of each Director are detailed in the Corporate Governance Report forming part of this Annual Report.

DECLARATION OF INDEPENDENCE OF DIRECTOR

Pursuant to the provisions of Section 149(7) of the Act, the Independent Director have submitted declarations that he meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. The Board has taken on record the said declarations submitted by the Independent Directors after undertaking due assessment of the veracity of the same and Independent Directors of the Company possess necessary expertise, integrity and experience. There has been no change in the circumstances affecting their status as Independent Directors of the Company

The terms and conditions of appointment of Independent Directors are also available on the Companys website and can be accessed through the link: www.orienttradelink.in

11. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company held their Separate meeting dated 23.09.2025 under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 at the registered office of the Company at 801-A, 8 th Floor, Mahalay Building, Behind Fairdeal House, Off: C. G. Road, Swastik Cross Ro, ads, Ahmedabad, Navrangpura, Gujarat, India, 380009.

Familiarization Program for Independent Directors Pursuant to the provisions of Regulation 25(7) of the SEBI Listing Regulations read with Schedule IV of the Act, the Company has in place a Familiarization Program for its Independent Directors to acquaint them with the Company, their roles and responsibilities, the business model, operational aspects and governance framework of the Company. Through this program, the Independent Directors are provided with relevant information and insights to enable them to gain a comprehensive understanding of the Companys business and to contribute effectively to the Board and its Committees. The familiarization sessions are conducted through presentations, briefings and interactions with senior management, as and when required. Details of the Familiarization Program for Independent Directors are also disclosed on the Companys website and can be accessed by clicking here.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act, with respect to Directors Responsibility Statement, your Directors state that:

1. In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same.

2. 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 March 31, 2026 and of the losses of the Company for the financial year ended on that date.

3. The Directors had 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.

4. The Directors had prepared the Annual Accounts on a Going Concern Basis.

5. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

13. BOARD COMMITTEE(S) AND THEIR MEETINGS THEREOF:

Currently, the Board has three committees:

Audit Committee

Nomination & Remuneration Committee Stakeholder Remuneration 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.

14. 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.

The Policy is available on the Companys website and can be accessed at https://www.orienttradelink.in/.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE

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

16. PARTICULARS OF RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members / Shareholders has been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee.

The Form AOC- 2 is attached as Annexure-I with this report.

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

Conservation of Energy: Considering the nature of the business of the Company, the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 regarding Conservation of Energy do not apply to your company for the period under review. However, being a good corporate citizen, the Company is committed to adopt adequate steps for conservation of energy in its business operations.

Technology Absorption: The Provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 regarding Technology Absorption do not apply to your company for the period under review. No disclosure is being made/required as the discussion.

Foreign Exchange Earnings and Outgo:

(Amount in INR)

Particulars	As at March 31, 2026	As at March 31, 2025
Earning	NIL	NIL
Outgo	NIL	NIL

18. RISK MANAGEMENT POLICY

Pursuant to Regulation 21(5) of SEBI (LODR) Regulations, 2015, the Company does not fall under List of Top 1000 Companies and thus the company is not required to frame Risk Management Policy mandatorily. The Company has a well-defined risk management framework in place.

The Company has established procedures to periodically place before the Audit Committee and the Board, the risk assessment procedures and minimization procedures being followed by the Company and steps taken by it to mitigate these risks.

Further details on the risk management activities including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis Report, which forms part of this Annual Report.

19. CORPORATE SOCIAL RESPONSIBILITY

The requirement for constitution of Corporate Social Responsibility (CSR) committee and incurring of CSR expenditure as per Section 135 of the Companies Act, 2013 are not applicable on the Company.

20. BOARD EVALUATION

As per provisions of Section 134(3) of the Companies Act, 2013 and Rules made thereunder, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors.

The performance of the Board of Directors and its Committees were evaluated on various parameters such as structure, composition, experience, performance of specific duties and obligations, quality of decision making and overall effectiveness.

The performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination Committee and Audit Committee and also discussed various initiatives to further improve the Board effectiveness.

In a separate meeting of Independent Directors performance of non-independent Directors, performance of the Board as a whole and performance of the Chairperson was evaluated.

21. SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATES

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

22. VALUATION DONE AT THE TIME OF ONE- TIME SETTLEMENT

During the financial year under review, disclosure w.r.t. 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.

23. AUDITOR & AUDITORS REPORT

STATUTORY AUDITORS

M/s. NYS & Co. (Firm Registration Number: 017007N) , Chartered Accountants, were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years from the conclusion 31 st Annual General Meeting till the conclusion of 36 th Annual General Meeting to be held in the year 2030, at such remuneration as may be decided by the Board of Directors from time to time. There are no qualifications, reservation or adverse remark or disclaimer made by the Statutory Auditors in their Report.

REPORTING OF FRAUD

There was no instance of fraud during the year under review, which the statutory Auditors to Report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Vaibhav Sharma & Associates, Practicing Company Secretaries, (FRN: S2012DE180700 ) , to carry out Secretarial Audit for the Financial Year 2025-26. The Secretarial Audit report is annexed as Annexure III to this Report.

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

S No. Auditor\u2019s comments	Management\u2019s response
1. As on March 31, 2026, the composition of the Board of Directors was not proper in compliance with the provisions of Section 149(4) of the Companies Act, 2013, and Regulation 17(1)(b) of SEBI (LODR), 2015 as the Company did not have the requisite number of Independent Directors constituting at least one-third of the total strength of the Board.	Due to the resignation of Mr. Mahendra Prasad Sharma (DIN: 02651989) a vacancy arose in the Board. Subsequent to the end of the Financial Year, the Company filled the said vacancy and complied with the applicable requirements, and the Composition of the Board are duly constituted.
2. Pursuant to the provisions of Section 177(2) of the Companies Act, 2013 read with Regulation 18(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the composition of the Audit Committee is presently not in compliance, as the Committee does not comprise at least two-thirds Independent Directors, as required under the applicable provisions	Due to the resignation of Mr. Mahendra Prasad Sharma (DIN: 02651989) , a vacancy arose in the Board. Subsequent to the end of the Financial Year, the Company filled the said vacancy and complied with the applicable requirements, and the Composition of the Committee are duly constituted.
3. Pursuant to the provisions of Section 178(1) of the Companies Act, 2013 read with Regulation 19(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the composition of the Nomination and Remuneration Committee is presently not in compliance, as the Committee does not comprise at least two- thirds Independent Directors, as prescribed under the applicable provisions.	Due to the resignation of Mr. Mahendra Prasad Sharma (DIN: 02651989) , a vacancy arose in the Board. Subsequent to the end of the Financial Year, the Company filled the said vacancy and complied with the applicable requirements, and the Composition of the Committee are duly constituted.
4 The Company submitted its financial results for the quarters ended September 2025, December 2025 and March 2026 with a delay beyond the timelines prescribed under Regulation 33(3)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	For September, 2025 The Company was unable to conduct its Board meeting for the quarter ended September, 2025 due to minor differences which were noted in the financial results which further needed additional review and confirmation and the same were declared on 24 th November, 2026.
	For December, 2025 Due to non-availability of Managing Director, the Company was unable to convene its meeting with in prescribed time Limit, the same were declared on 18th February, 2026.
	For March, 2026 Due to Managing Director is hospitalized, the Company was unable to convene its meeting with in prescribed time Limit, the same were declared on 05th June, 2026.
5 The Company submitted the shareholding pattern for the quarter ended June 2025 and September 2025 to the Stock Exchange with a delay of 7 days and 8 days, respectively.	The Company will ensure to comply with the same within the prescribed timelines in the future.
6 The Company failed to file the Statement of Utilization of fund for the quarter ended September 2025	The Management will ensure to comply with the applicable laws within the prescribed time in the future.
7 The Company submitted the statement on investor complaints for the quarter and year ended March 31, 2026, with a delay beyond the prescribed timeline under Regulation 13 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	The Management will ensure to comply with the applicable laws within the prescribed time in the future.
8 The Integrated Governance Report for the quarter ended March 31, 2026, was submitted by the Company subsequent to the prescribed timeline under Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The Management will ensure to comply with the applicable laws within the prescribed time in the future.
9. The SOP fines levied by the Stock Exchange in respect of the quarters ended September 2025, December 2025 and March 2026 remained outstanding.	The Management has taken necessary steps in this regard and the outstanding SOP fines for the quarters ended September 2025, December 2025 and March 2026 are being addressed appropriately

INTERNAL AUDITORS

The Company has appointed M/s AM Sharma & Associates (FRN: 030525N) Internal Auditors of the Company for the Financial Year 2025-2026 in accordance with the provisions of section 138 of the Companies Act, 2013 with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions related thereto.

COST RECORDS AND 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.

24. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with applicable provisions of the Secretarial Standards related with issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.

25. CODE OF CONDUCT AND ETHICS

The Code of conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is reviewed on an annual basis and the latest Code is available on the website of the Company at: www.orienttradelink.in/

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, a confirmation from the Managing Director regarding compliance with the code by all the Directors and senior management of the Company is annexed in Annexure-IV.

26. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

As per SEBI Listing Regulations, Management Discussion and Analysis Report is annexed herewith at (Annexure-VI).

27. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

28. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure II to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

29. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment, Remuneration and determine Directors Independence of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

Nomination & Remuneration Policy is uploaded on the website of the Company i.e. at https://orienttradelink.in/

30. INTERNAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its 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 that 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 level.

31. DEPOSITS

The Company has neither accepted nor renewed any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the F.Y. 2025-26.

32. OBLIGATION OF COMPANY 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.

POSH policy is inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across genders including employees who identify themselves with LGBTQI+ community.

During the year under review, the details of complaints pertaining to sexual harassment received are as follows:

S No. Particulars	Details
1. Number of complaints of sexual harassment received in the year	Nil
2. Number of complaints disposed off during the year	Nil
3. Number of cases pending for more than ninety days	Nil
4. Number of complaints pending as on the end of the financial year	Nil

33. CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the Financial Year under review, there is no change in the registered office of the Company.

34. WEBSITE OF THE COMPANY

Your Company maintains a website www.orienttradelink.in where 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.

35. EXTRACT OF ANNUAL RETURN

Pursuant to the provision of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return as on 31 st March 2026 will be available on the website of the Company i.e., www.orienttradelink.in .

36. 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-VII.

37. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS

There are no significant and material order passed by the regulators or Courts or Tribunals impacting the going concern status of your Company and its operation in future.

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

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no requirement to give details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

39. STATEMENT OF DEVIATION OR VARIATION

The disclosure requirements relating to deviation or variation in the utilization of proceeds from a public issue, rights issue or preferential issue, as prescribed under the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, are applicable to the Company.

However, The Company confirms that there was no deviation or variation in the utilization of the proceeds or in the terms of the preferential issue during the financial year under review.

The details regarding the utilization of proceeds are annexed as Annexure-X.

40. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There are no shares in the demat suspense account or unclaimed suspense account during the year.

41. 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.

42. BUSINESS RESPONSIBILITY AND SUSTAINABLITY REPORTING (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the top 1,000 listed companies based on market capitalization (as on March 31 of the preceding financial year) are required to submit a Business Responsibility and Sustainability Report (BRSR) in the format prescribed by SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, with effect from the financial year 2022 23.

However, the Company does not fall within the top 1,000 listed entities based on market capitalization as per the list published by BSE as on March 31, 2026, and accordingly, the requirement to submit the BRSR for the financial year 2025 26 is not applicable to the Company.

43. DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company has an Equal Parental Leave Policy extended to both male and female employees which is in compliance to the Maternity Benefit Act 1961. This policy reflects our belief in shared parenting and our commitment to creating an inclusive workplace. Beyond leave, we support employees through access to mental wellness programs, professional counseling, and structured return-to-work programs that ease the transition back to their roles with confidence. To further assist working parents, we offer creche facilities or tie ups with day care facilities at our offices, ensuring peace of mind and a better work-life balance.

44. CEO/CFO CERTIFICATION

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Managing Director and CFO of the Company have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended 31 st March, 2026. The Certificate is annexed in Annexure-V .

45. ACKNOWLEDGEMENT

The Board of Directors wish to place on record their deep appreciation and thanks the Companys shareholders, employees, customers, vendors, investors and members for their consistent support and encouragement of the Company. The enthusiasm and beneficent efforts of the employees have enabled the company to remain at the leading-edge of the industry. Your Directors would also like to acknowledge and thanks the Government of India and concerned government departments / agencies for their co-operation.

Date: 08.09.2026	For & on behalf of
Place: New Delhi	Orient Tradelink Limited
	Sd/-	Sd/-
	Aushim Khetarpal	Rachna Panwar
	Managing Director & CFO	Director
	DIN: 00060319	DIN: 09492441