Directors Report of Orient Technologies Ltd.

Mar 31, 2025

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 - 2024-25 (?)	FY - 2023-24 (?)
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 /(Loss) 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 /(Loss) after Depreciation and Interest	6801.65	5,491.17
Less: - Exceptional /Extraordinary Items	0	0
Profit /(Loss) 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/(Loss) 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 (Basic 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 (IPO),
This landmark achievement marks a pivotal moment
in the Company''s 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 Company''s 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 ? 5,090.49(In lakhs). These financial indicators
demonstrate consistent and commendable performance
across all key areas.

A comprehensive analysis of the Company''s 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 (“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
(Accounts) Rules, 2014 and other applicable provisions
of the Act and the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“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 (Listing 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/- (One 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 125(2) 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:

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

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

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company hasn''t 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 2024-25.

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 32(6) of
the SEBI (Listing 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 (IPO) 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:

Sr. No		As on March 31, 2025
	Objects of the Issue	Original Allocation [? In Millions]	Funds Utilised [? 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 Property	10.08	Nil
3	Purchase of equipment and devices to offer DaaS, renting/operating lease offering as a Service by our Company	69.57	Nil
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 Company''s
Prospectus dated August 26, 2024. The approved variations are detailed below:

Objects of the issue	Amount in crores	Amount	Balance unutilized amount in crores	Change in
	grouped for each objects	utilized in crores		implementation timelines	Explanation for the variation
Acquisition of Office Premise at Navi Mumbai	10.35	10.25	0.10	NA	-
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 Service by our Company				changes in vendor, specifications, and quantity	• Upgraded equipment that is now available, offering 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 Purpose	17.93	16.00	1.93	Implementation in the Fiscal 2026	-
Total	107.93	26.25	81.68

Name	Ratio of Remuneration to the median remuneration of employees	% Increase in remuneration in the 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%

(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 haven''t 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 (CEO) 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 (Rupee 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 (CFO) 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 (CFO) 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 197(12) of the Act read with Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and other information as required in this rule, is provided in
below table:

Sr No.	Employees	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 Sawant	Chairman and Managing Director	84.35	25 Years	04-07-1997	58	NA	7600000	No
2	Jayesh Shah	Whole-Time director	84.35	25 Years	04-07-1997	57	NA	7599900	No
3	Umesh Shah	Whole-Time director	84.35	25 Years	04-07-1997	55	NA	7599900	No
4	Ujwal Mhatre	Whole-Time director	84.35	25 Years	04-07-1997	57	NA	7600400	No
5	Yashashree Vidyadhar Parab	Chief Sales Officer	69.22	25 Years	04-07-1997	53	NA	6000	No
6	Parul Shah	Assistant General Manager	69.11	18 Years	02-04¬ 2007	55	NA	100	Yes -Mr. Jayesh Manharlal Shah
7	Sejal Shah	HR Manager	69.11	18 Years	01-04-2007	54	NA	100	Yes- Mr. Umesh Navnitlal Shah
8	Deepa Mhatre	Marketing Manager	69.11	18 Years	01-04-2007	52	NA	600	Yes- Mr. Ujwal Arvind Mhatre
9	Vishakha Sawant	General Manager	69.11	18 Years	01-04-2007	57	NA	25000	Yes- Mr. Ajay Baliram Sawant
10	Suresh Bachwani	Chief Technologies Officer	51.75	23 Years	17-10-2001	45	NA	-	No

Notes :

Except for Directors, as they haven''t 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.

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 (Listing 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 arm''s
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 (Listing
Obligations and Disclosure Requirements) Regulations,
2015. These transactions are in the ordinary course of
business and are on an arm''s length basis. In view of the
above, disclosure in Form AOC-2 is not applicable.

ANNUAL RETURN

As per the requirements of Section 92(3) 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 Company''s 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 (1) of the Companies (Appointment 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:

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 Company''s
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 Company''s 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 Company''s internal control systems are
commensurate with the nature of its business, size and
complexity of the operations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) 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 (3) of the SEBI Listing
Regulations and the declaration by the Chief Executive
Officer regarding affirmations for compliance with the

Company''s 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
equipment''s 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 Company''s 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 (Previous Year-Rs. 592.38 lakhs)

ii) Earnings in foreign currency: Rs. 806.87 lakhs
- (Previous Year - Rs. 490.15 lakhs)

AUDITORS AND AUDITORS REPORT

Statutory Auditors:

M/s Kirtane & Pandit LLP, Chartered Accountants,
Mumbai (Firm registration No.: 105215W/W100057)
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 5(Five) years holding office till 2029. They have
conducted the statutory audit for the financial year 2024¬
25. The Independent Auditor''s 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
(Firm registration No.: P2010MH021500) 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 118(10) 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 (CEO), 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 (CFO) effective from April 01, 2025.

During the financial year 2024-25, eleven (11) 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: -

S. No.	Name of the Director	Number meetings directors liable to attend during the year	Number of meetings attended 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 (6) of section 149 of the Act and Regulation 16(1) (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 (Listing 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 (Appointment 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 (DIN: 00111148), 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 Company''s 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 (DIN: 00111148), 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 (6) 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 Director	6	6

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.

During the financial year 2024-25, Two (2) 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 Managing Director	2	2

Company''s policy on directors'' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under sub¬
section (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, Company''s 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 (KMP), 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 Company''s long-term objectives while ensuring fair and
transparent governance practices.

C) Stakeholder Relationship Committee

During the financial year 2024-25, One (1) 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

During the financial year 2024-25, One (1) meeting of the Corporate Social Responsibility Committee was held
on February 6, 2025.

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 -I of
this report in the format as prescribed in the Company
(CSR 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 (Prevention, 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 (ICC) and the
same has been duly constituted in compliance with the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

During the year, the Company hasn''t received any
complaints under Sexual Harassment of Women at
workplace (Prevention, 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 (LODR) 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 177(9) 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
Company''s 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 SUB-SECTION (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

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 Bhatia	Chairperson/ Independent Director	1	1
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

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 (12) of
the Companies Act, 2013.

DETAILS OF VALUATION DONE AT THE TIME OF ONE¬
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 (31 of 2016).

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

As per Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
requirement to submit a Business Responsibility and
Sustainability Report (BRSR) 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
17(5) 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 (SEBI), 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

(Formerly known as Orient Technologies Private Limited)

On Behalf of the Board of directors

AJAY BALIRAM SAWANT Ujwal Arvind Mhatre

Chairman and Managing Director Whole-time Director

DIN: 00111001 DIN: 00111148

Date: August 12, 2025
Place: Mumbai

---

Mar 31, 2024

Your directors have pleasure in submitting their 27* Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^s'' March 2024.

1. KEY FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year under review along with previous year’s figures are given hereunder:- /Amount in Lakhs]

PARTICULARS	FY - 2023-24 (?)	FY - 2022-23 (?)
Net Sales /Income from Business operations	60,289.27	53,510.23
Ot-hpr Income	396.66	690.74
Total Income	60,685.93	54,200.97
Total Expenses	54,627.95	48,645.84
Profit /(Loss) Before Interest, Finance Cost, Depreciation and Taxes	6,057.98	5,555.13
Less: - Finance Cost	196.63	180.83
Less: - Depreciation and amortization expenses	374.72	178.91
profit /(Loss) after Depreciation and Interest	5,486.63	5195.39
l pcs-. Exceptional /Extraordinary Items	0	0
Profit /fLoss) Before Tax	5,486.63	5195.39
1 fess* - Current Income Tax	1,509.18	1282.74
Less: - Deferred Tax	(120.06)	42.77
1 ess •- Tax Expense relating to earlier years	(45.98)	40.10
Npf Profit/fLoss) after Tax	4,143.49	3829.78
Other Comprehensive Income	17.45	42.09
Total Comnrehensive Income Transferred to Balance Sheet	4,160.94	3,871.87
Earnings per Share (Basic and Diluted)	11.80	10.94

2. REVIEWS OF OPERATIONS

During the year under review, your Company has achieved Revenue from operation of Rs. 60,289.27 lakhs as against Rs. 53,510.23 lakhs in the previous year which recorded an increase oi 12.66 /o.

Other Income during the year was Rs. 396.66 lakhs as against Rs. 690.74 lakhs in the previous year which recorded a decrease of 294.08.

During the year, Company recorded profit before Tax of Rs. 5,486.63 lakhs as against profit of Rs. 5195.39 lakhs in the previous year.

3. DIVIDEND

During the year, under review considering the Company''s performance, the Board of Directors declared and paid interim dividend at the rate of 17.1% of the Face Value of each share i.e. Re. 1.714 pereiqurty-stare amounting to Rs. 6,00,00,000/- (Rupees Six Crores Only) (gross) to the eligible shareholders, out of profits of the Company in the board meeting held on December 08, 2023. The Board had proposed to approve interim dividend as final dividend for the F.Y. 2023-2024 in ensuing annual general meeting of the

company. ''

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

There are no unpaid or unclaimed dividend/ other sums due & payable byyour Comp^

need to be transferred to Investor Education and Protect.on Fund as °«^^arch,³¹^_t²Â°²,V?_FK^th^ri^ provisions of the provisions of Section 125(2) of the Companies Act, 2013 read with the IEPF Authority

(Accounting, Audit, Transfer and Refund) Rules, 2016.

5. TRANSFER TO RESERVES

During the year under review, Directors do not propose to transfer any amount to reserves.

6. CHANGE IN NATURE OF BUSINESS

During the financial year 2023-24, the Company has not changed its nature of business and has been continuing with the same line of business.

7. DETAILS OF NEW SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any new subsidiaries, associates and joint ventures. Thus, it is not required to give details as required under Rule 8(5)(iv) of Companies (Accounts) Rules, 2014.

o MATFRIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF^ THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL PERIOD TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

During the year under review, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financm ear o Company to which the Financial Statements relate and the date of the report. However during the yea T Company has applied to ROC Mumbai for conversion of Company from Private Limited company . Limited company vide shareholders approval dated August 25, 2023. The Company has also propos . raise Rs. 1,200 million via offer for sale from selling shareholders in accordance with SEB1 (Issue of C. p and Disclosure Requirements) Regulations, 2018.

9. DEPOSIT

During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the fiscal year under review, in accordance with the provisions of section 149(4) of the Companies Act 2013, and the rules framed thereunder, every listed company is required to have at least.m^tlmd of die total number of directors as Independent Directors. As the company is in the process of an II 0, was necessary to appoint Independent Directors as per these provisions.

Consequently, the company appointed the following Directors as Independent Directors during the

				Date of Shareholders
			Date of	Approval vide
	Name of the Director and KMP	Designation	Appointment by Board	Extra- Ordinary General Meeting
	Ms. Greena Mahesh Karani	Independent Director	22-Aug-23 97-Aikt-?^	25-Aug-23 25-Aug-23
	Ms. Monica Bhatia Mr Tushar Madhuvandas Parikh	Independent Director Independent Director	22-Aug-23	25-Aug-23
	Mr. Viren Champakial Shah Ms. Meera lasbir Rawat	Independent Director Independent Director	22-Aug-23 08-Dec-23	25-Aug-23 23-]an-24

In accordance with section 203 of the Companies Act, 2014, and the rules framed thereunder, the following Directors were re-designated as Key Managerial Personnel (KMP) considering their roles and responsibilities:

s. No.	Name of the Director and KMP	Designation	Date of redesignation by Board	Date of Shareholders Approval vide Extra-Ordinary General Meeting
1	Mr. Ajay Baliram Sawant	Chairman & Managing Director	16-Oct-23	07-NOV-23
2	Mr. Umesh Navnitlal Shah	Whole Time Director	16-Oct-23	07-Nov-23
3	Mr. Uiwal Arvind Mhatre	Whole Time Director	16-Oct-23	07-NOV-23
4	Mr. layesh Manharlal Shah	Whole Time Director	16-Oct-23	07-NOV-23

Ms. Nayana Akhil Nair was appointed as Company Secretary and Legal Head by the Board of Directors at their meeting held on 06th May 2023. Furthermore, pursuant to Regulation 6 of SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the company was required to appoint a Compliance Officer. Ms. Nayana Akhil Nair was designated as the Compliance Officer by the Board of Directors at their meeting held on 16th October 2023.

Mr. Sunil Kumar Arora was appointed as Chief Financial Officer of the Company by the Board of Directors at their meeting held on 06th May 2023.

As of 31st March 2024, the composition of the Board of Directors and Key Managerial Personnel is as follows:

S. No.	Name of the Director and KMP	Designation	Date of Appointment
1	Mr. Ajay Baliram Sawant	Chairman & Managing Director	04-Jul-97
2	Mr. Umesh Navnitlal Shah	Whole Time Director	10-Dec-98
3	Mr. Uiwal Arvind Mhatre	Whole Time Director	04-lul-97
4	Mr. Jayesh Manharlal Shah	Whole Time Director	04-Jul-97
5	Ms. Greena Mahesh Karani	Independent Director	22-Aug-23
6	Ms. Monica Bhatia	Independent Director	22-Aug-23
7	Mr. Tushar Madhuvandas Parikh	Independent Director	22-Aug-23
8	Mr. Viren Champaklai Shah	Independent Director	22-Aug-23
9	Ms. Meera lasbir Rawat	Independent Director	08-Dec-23
10	Mr. Sunil kumar Arora	Chief Financial Officer	06-May-23
11	Ms. Nayana Akhil Nair	Company Secretary and Compliance Officer	06-May-23

11. DECLARATION BY INDEPENDENT DIRECTOR

The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criterion o independence as mentioned in Section 149(6) of the Companies Act, 2013.

12. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31 March 2024 in Form MGT-7 is placed on the Company''s website at the web link: https://www.orientmdia.in/investQn

13. MEETINGS OF BOARD & COMMITTEES:

During the year, Eleven (11) meetings of the Board of Directors of the Company were convened and held on April 07,2023; April 29,2023; May 06,2023; June 02,2023; August 22,2023; August 3°,^2023; October 16, 2023; December 08, 2023; January 19, 2024; February 10, 2024 and February 14, 2024. The CSR Committee meeting was convened and held on December 08, 2023. The Audit Committee Meeting was convened and held on December 08, 2023 and February 14,2024. The IPO Committee Meeting convened and held on February 20, 2024. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standards issued by ICS1.

i)	Board Meetings during the year: -
	S. No.	Name of the Director	Number meetings directors liable to attend during the year	Number of meetings attended by the directors
	1	Mr. Aiav Baliram Sawant	11	11
	2	Mr. Umesh Navnitlal Shah	11	11
	3	Mr. Ujwal Arvind Mhatre	11	11
	4	Mr lavesh Manharlal Shah	11	11
	5	Ms. Greena Mahesh Karani	6	6
	6	Ms. Monica Bhatia	6	6
	7	Mr. Tushar Madhuvandas Parikh	6	5
	8	Mr. Viren Champaklal Shah	6	6
	£)	Ms. Meera lasbir Rawat	3	2

i	i) Committee Meetings during the year: -
	AUDIT CC S. No.	IMMITTKE: Name of the Director	Number meetings directors liable to attend during the year	Number of meetings attended by the directors
	1	Ms. Greena Mahesh Karani	2	2
	2	Mr. Tushar Madhuvandas Parikh	2	2
	3	Mr. Aiav Baliram Sawant	2	2
	TM1TIA1.	PUBLIC OFFER COMMITTEE:
	S. No.	Name of the Director	Number meetings directors liable to attend during the year	Number of meetings attended by the directors
	1	Ms. Greena Mahesh Karani	1	1
	9	Mr Viren Champaklal Shah	1	1
	3	Mr. Aiav Baliram Sawant	1	1
	CORPOR	ATE SOCIAL RESPONSIBILITY CO]	UMITTEE:
	S No	Name of the Director	Number meetings directors liable to attend during the year	Number of meetings attended by the directors
	i	Ms Monica Bhatia	1	1
	2	Mr. Viren Champaklal Shah	1	1
	3	Mr. Umesh Navnitlal Shah	1	1
	4	Mr. Ujwal Arvind Mhatre	1	1

14. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best

of their knowledge and ability, confirm that: , ,, _e „ ,

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed

and that there were no material departures.

fin 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;

fiii) 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.

15. CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of Companies Act, 2013 pertaining to Corporate Social Responsibility is compiled by the Company for the financial year 2023-24.

During the year under review, the Board re-constituted the composition of Corporate Social Responsibility (CSR) Committee. The revised composition is as follows;

Name of Director	Category 1	Category 2
Ms Monica Bhatia	Independent Director	Chairperson
Mr. Viren Shah	Independent Director	Member
Mr. Umesh Shah	Executive Director	Member
Mr. Uiwal Mhatre	Executive Director	Member

The CSR Committee in its meeting on December 08, 2023, recommended a donation of Rs. Cl.-C, (Rupees Sixty-One Lakhs Twenty Thousand One Hundred Ninety-Eight Only) to Kalawatidevi Memorial Charitable Society ("Trust”) as a part of its CSR Activities.

As per Section 135(1) of the Companies Act, 2013, the Company is required to spend Rs. 61,20,198 (Rupees Sixty-One Lakhs Twenty Thousand One Hundred Ninety-Eight Only) (i.e. 2% of the average net profit of FY 2020-21,2021-22,2022-23) in the financial year 2023-24 to meet its CSR obligation.

Accordingly, Board of Directors on the recommendations of CSR Committee had approved and made a Donation to the aforementioned Trust.

Further, with respect to the Unspent CSR obligation for the previous financial year 2022-2023 amounting to Rs. 1,44,131, out of the Total CSR Expenditure for that financial year being Rs. 32,82,501, transferred to "PM Cares Fund” as prescribed in the Schedule VII of the Companies Act, 2013.

The details with respect to CSR Expenditure are more particularly described in CSR Report which is annexed herewith as "Annexure-l”.

16. AUDIT COMMITTEE, NOMINATION & REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Bein''* a public company and exceeding threshold limits, provisions of Section 177 & Section 178 of Companies Act, 2013 pertaining to formation of Audit Committee, Nomination & Remuneration Committee (NRC), Stakeholders Relationship Committee (SRC) respectively, are applicable.

Mam<» nf fhe Director	Category 1--	Category 2
	Non-Executive - Independent Director	Chairperson
	Non-Executive - Independent Director	Member
	Executive Director___	Member
Composition of Nomination and Remuneration Committee:
Maine nf the Director	Category 1 -	Category 2
	Non-Executive - Independent Director	Chairperson
	Non-Executive - Independent Director	Member
	Executive Director___	Member
_______ Composition of Stakeholders Relationship Committee:
Mame nf the Director	Category 1 -	Category 2
	Non-Executive - Independent Director	Chairperson
	Non-Executive - Independent Director	Member
lavesh Shah	Executive Director___	Member

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Board of Directors at its meeting dated May 06,2023 approved a limit of 100 croresmundred crores) up to which the Company can give any loans, guarantee or provide security irmake investments which was further approved by members in their Extraordinary General meeting dated May 22,2023 within the meaning of section 186 of the Companies Act, 2023.

18. RELATED PARTY CONTRACTS

All contracts/arrangements/transaction entered by die Company during the financial year, with related “TmxLiy course of business and on arm’s length basis. Particulars of contract or arrangements with related party referred to in sub-section (1) of section 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are annexe lerewi i a

SSs draw attention of the members to the Note 37 of the Notes to accounts of the financial statement which sets out related party disclosure.

19. 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 and other equipment’s and low energy consump ion in tubehght fittings, usage of LED/CFL lights in offices, installing power capacitors, replacement of y conditioners to reduce power consumption, reduction in daily A.C. running time, switching o 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 Company’s total expenses, the financial impact of these measures is not material.

ii. Technology Absorption:

There was no Technology Absorption during the yeai.

Foreign Exchange Earnings and Outgo

i) Expenditure in foreign currency: Rs. 388.63 lakhs (Previous Year-Rs. 766 53 lakhs)

ii) Earnings in foreign currency: Rs. 308.981akhs - (Previous Year - Rs. 573.14 lakhs)

20. PARTICULARS OF EMPLOYEES

The details of employees in receipt of remuneration pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to

the Company..

21. RISK MANAGEMENT

The company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company.

22. FORMAL ANNUAL EVALUATION

Being a public company, the provisions relating to formal annual performance evaluation of the Board it s CoS" and individual directors arc not applicable as the company does not exceed the presented limits as specified in section 134 (3) (p) read with Sub-rule (4) of Rule 8 of the Companies (Accounts) R .. 2014.

23. 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.

24. INTERNAL FINANCIAL CONTROL

Our internal controls are commensurate with its sixe and the nature of its operaticins teen

designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets ^from ;>^n;''^l‘ hor.zed use executing transactions with proper authorization and ensuring compliance with corporate policies Orient has aligned its current systems of internal financial control with the requirement of Companies Act, 2013.

The Company’s well-defined organizational structure, defined authority matrix and internal financial controls ensure efficiency of operations, protection of resources and compliance with the applicable laws and regulations. Moreover, the Company continuously upgrades its systems and undertakes review of policies. There is an effective internal control and risk mitigation system, which is constantly assessed an strengthened with new/revised standards operating procedures. The Company s internal control system is commensurate with its size, scale and complexities of its operations.

25. DETAILS OF RATIOS

The Company hereby provides the details of significant changes in key financial ratios:

26. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVLNI ION, PROHIBITION AND REDRESSAL) ACT, 2013.

Your Directors state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2

27. AUDITORS REPORT

The Statutory Auditor''s Report does not contain any qualification, reservation or adverse remarks.

28. AUDITORS

M/s R U KAMATH & CO., Chartered Accountants (FRN 104650W) Mumbai have tendered their resignation Statutory Auditors results into , casual vacancy it, the .mco of Statutoty And,tors of the company as envisaged by section 139(8) of the Companies Act, 2013 ( Act).

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder M/s. Kirtane and Pandit LLP, Chartered Accountants (Finn Registration No. 105215W/W100057) hereby app°m^ted as the Statutory Auditors of the Company to hold office till the conclusion of Annual Genera¹ Meeting of the Company to be held in the year 2024 to fill the causal vacancy. The Company has received a Certificate from them to the effect that their appointment, if made, would be as per the requirements specified under Section 141 of the Act and the Rules framed there under for reappointment as Auditors of the Company. The Notes on Accounts read with the Auditors'' Reports are self-explanatory and therefore, do not call for any further comments or explanations.

Further M/s. Kirtane and Pandit LLP, Chartered Accountants (Firm Registration No. 105215W/W100057) is proposed for appointment as statutory auditors of the company for the term of five years m the ensuing

annual general meeting.

Pursuant to the provisions of clause (ca) of sub-section (3) of section 134 of the Companies Act, 2013 your Directors report state that there is no fraud reported by the Auditors of the company under subsection (12) of section 143 of the Companies Act, 2013.

Further The Board of Directors have proposed the appointment of M/s. Kirtane & Pandit LLP, Chartered Accountants, Mumbai (Firm registration No, 105215W/W100057) the retiringStatutoryAudito^ as the Statutory 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 m the year 2029.

M/s Kirtane & Pandit LLP, Chartered Accountants have expressed their willingness and confirmed their eligibility under the provisions of the Companies Act, 2013 to act as Statutory Auditors of the Company

29. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed, M/s. Alwyn Jay & Co., Company Secretaries as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the F.Y. 2023-2024. The Company has provided all the assistance and facilities to the Secretarial Auditor for conducting their audit. Report of Secretarial Auditors for the F.Y. 2023-2024 in Form MR-3 is annexed to this report as "Annexure-IH". The Secretarial Auditor in its report stated that the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. except the following

observation:

The Company has transferred an unspent CSR amount of Rs.1,44,131/- for financial year 2022-23 to PM Care Fund towards CSR expenditure as recognised under Schedule VII of Companies Act, 2013 on 15th January, 2024 which was beyond the specified period of six months of the expiry of the financial year in pursuance of the provisions ofSection 135(5) of the Companies Act, 2013.

Upon realization of the delay, company took immediate corrective actions to streamline the CSR processes and transferred an unspent CSR amount to PM Care fund.

30. INTERNAL AUDITOR.

During the year under review, the Board of Directors appointed M/s. Santosh G. Ghag & Co. as Internal Auditor of the company for the Financial Year 2023-2024 in Board meeting held on October 16, 2024.

31. COST AUDITORS:

The provision ofsection 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.

32. Details of Frauds reported by Auditors:

Pursuant to the provisions of clause (ca) of sub-section (3) of section 134 of the Companies Act, 2013 your Directors report state that there is no fraud reported by the Auditors of the company under sub-section (12) of section 143 of the Companies Act, 2013.

33. SHARES/DEBENTURES:

a) BUY BACK OF SECURITIES

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

b) INCREASE OF AUTHORIZED SHARE CAPITAL I

The Company has not made any changes in Authorised Share Capital during the year under review.

c) SWEAT EQUITY , ,

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

^ TheTompany issued 1,75,00,000 equity shares as bonus shares of Rs.10 each to the members in the ratio of 1:1 during the year under review.

e) PREFERENTIAL ISSUE . , „_fD_Cm

During the year under review, the Company issued 8,16,500 equity shares having face value of Rs. 10

at a premium of ? 123/- per share on preferential allotment basis.

f) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

g) DEBENTURES , .

During the year under review none of the Debentures were due for i edemption.

34. DETAILS OF VALUATION DONE AT THE TIME OF ONE-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.

35. 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 (31 of 2016).

36. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Your Company has established a mechanism called ‘Vigil Mechanism’ for directors and employees to report the unethical behavior, actual or suspected, fraud or violation of the Company s code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The Vig Mechanism Policy has been uploaded on the website of the Company.

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

The provisions of Section 125(2) of the Companies Act, 2013 are not applicable to the Company.

38. POLICY FORMULATED BY NOMINATION AND REMUNERATION COMMITTEE:

This Policy provides a framework for remuneration to be paid to the members of the Board of Directors (hereinafter referred to as "Board"), Key Managerial Personnel ("KMP") and the Senior Management ( SM of the Company (hereinafter referred to as "Executives") and for identification of persons who are qualified to become Directors and who may be appointed in Senior Management and recommend to the Board «ieir appointment and in accordance with statutory provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Schedule 1 Part D, of the SEB1 (Listing Obligations and Disclosure) Regulation, 2015 together with all/ any statutory amendment/modifications thereof, the nomination and remuneration policy of the Company is introducing which will regulate the function of the nomination and remuneration

committee of the Company.

The expression KMP shall have the same meaning as defined under the Companies Act, 2013. Semoi Management" means personnel of the Company who are members of its core management team excluding Board of Directors and comprising all members of management one level below the chief executive officer/ managing director/ whole time director/manager (including chief executive officer/manager in case they are not part of the board) and shall specifically include company secretary and chief financial officer.

This Policy has been approved by the Board of Directors of the Company on October 16,2023.

In case of any inconsistency between the provisions of law and the Policy, the provisions of the law shall prevail, and the Company shall abide by the applicable law.

The said policy is also available on the Company’s website URL: https://www.orientindia.in/investor

39. SECRETARIAL STANDARD:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors’ and ''General Meetings’, respectively, have been duly followed by the Company.

40. EMPLOYEE STOCK OPTION SCHEME:

Since the Company has not granted any stock options so far, the Company is not required to give any details in this regard.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, distributors, dealers during the period under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.