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Company Information

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ORIENT TECHNOLOGIES LTD.

07 November 2025 | 12:00

Industry >> IT Consulting & Software

Select Another Company

ISIN No INE0PPK01015 BSE Code / NSE Code 544235 / ORIENTTECH Book Value (Rs.) 73.88 Face Value 10.00
Bookclosure 22/11/2024 52Week High 675 EPS 12.11 P/E 35.81
Market Cap. 1806.00 Cr. 52Week Low 294 P/BV / Div Yield (%) 5.87 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

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 01st 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