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.

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)

During the year, we marked a major milestone with the successful completion of our Initial Public Offering 3IPO3, This landmark achievement marks a pivotal moment in the 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 ? 5,090.493In 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 3"the Act") and are prepared in accordance with the Indian Accounting Standards ("Ind AS") as notified under Section 133 of the Act read with the Companies 3Accounts) Rules, 2014 and other applicable provisions of the Act and the Securities and Exchange Board of India 3Listing Obligations and Disclosure Requirements) Regulations, 2015 3"the SEBI Listing Regulations"). The Annual Audited Financial Statements of the Company are prepared on a going-concern basis

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

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.

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

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

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

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

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

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

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.

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

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

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

The Company hasn't issued any equity shares with differential voting rights.

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

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

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

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:

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.

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.

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.

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

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

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.

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

Notes:

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

(ii) The percentage increase in remuneration is not provided for some KMPs as they 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 3CEO3 with effect from January 1, 2025. For the financial year ended March 31, 2025, he has offered to render his services on an honorary basis, for a token remuneration of ?1 3Rupee One only). No other benefits, perquisites, or allowances have been paid or accrued to him during the FY 2024?25.

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

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

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.

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.

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

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.

Pursuant to Section 134 333 (c) and 134 353 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: (i) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures. (ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for the period; (iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

(v) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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

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 3Previous Year-Rs. 592.38 lakhs) ii) Earnings in foreign currency: Rs. 806.87 lakhs - 3Previous Year ™ Rs. 490.15 lakhs)

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

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

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

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.

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.

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

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?

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