Your directors are pleased to present herewith the 54^th Annual Report of the Company together with the Audited Financial
Statements for the year ended 31^st March, 2025.

1) FINANCIAL PERFORMANCE:

In L akhs)

2) COMPANY’S PERFORMANCE AND OPERATIONS:

During the FY 2024-2025, the standalone revenue for the year ended 31st March, 2025 stood at Rs. 33,263.11 Lakhs
as against Rs. 31,698.41 Lakhs in the previous year. The rise in revenue is attributed to increase in sales across
all the business segments. The total income from operation (including other income) grew by 5.24% and stood at
Rs. 33,937.05 Lakhs as against Rs. 32,248.45 Lakhs in FY 2023-2024. Net Profit after Tax stood at Rs.961.49 Lakhs as
against Rs. 1,710.57 Lakhs in the previous year ended 31st March, 2024. The Company reported an increase in export
sales which stood at Rs. 13,080.56 Lakhs as against Rs. 8,848.54 Lakhs in the previous year ended 31st March, 2024. The
Refractory division reported a marked improvement, supported by successful entry into new domestic and international
customer accounts, as well as repeat orders from key customers on the back of superior product performance. Demand was
particularly strong from clusters aligned with the growth of the steel and casting sectors. The Oil and Gas division witnessed
a mixed year, with major operators focusing on sand-based fracking for shallow wells and extending the operational life
of existing wells.

On consolidated basis, total income from operation (including other income) grew by 4.38% and stood at
Rs. 32,710.21 Lakhs as against Rs. 31,336.60 Lakhs in FY 2023-2024. Net Profit after Tax stood at Rs.992.59 Lakhs as
against Rs. 1,901.76 Lakhs in the previous year ended 31st March, 2024.

The Company’s 11.1 MW of wind power plants in Rajasthan and Karnataka, continued to operate satisfactorily during the
year. Gross revenue from power sales stood at Rs. 576.89 Lakhs, as compared to Rs. 733.69 Lakhs in FY 2023-24. The
Company also operates thermal power generation facilities with a total capacity of 18 MW, comprising 9 MW coal-based
and 9 MW furnace oil-based plants. Measures to further improve efficiency and performance of these facilities are under
consideration.

During the year under review, there was no change in the nature of business of the Company.

Looking ahead, your Company remains optimistic about its growth trajectory. In FY26 and beyond, all business segments
are expected to contribute positively to both topline and profitability. Demand for the Refractory division will continue to
be supported by expansion in infrastructure-related industries, particularly steel and allied sectors. The Oil and Gas division
is also expected to benefit from increased exploration activities and higher investments in upstream projects, driving
stronger demand for Ceramic Proppants.

3) DIVIDEND:

Considering the Company’s business performance and its dividend history, your Board of Directors is pleased to recommend
a dividend of Re. 0.25 (25%) per Equity Share of Re. 1/- each, fully paid, on 11,96,39,200 equity shares of the Company,
subject to approval of the shareholders at the ensuing Annual General Meeting of the Company. The Dividend will be paid
out of the profits for the year under review.

The Dividend, if declared, will involve a total outflow of Rs. 299.10 Lakhs which will be subject to deduction of tax at
source as applicable and shall be paid to the members on or after 23^rd September, 2025, whose name appears in the Register
of Members, as on the Record date i.e. 16^th September, 2025.

4) TRANSFER TO RESERVES:

The Company has not proposed to transfer any amount to General Reserve.

5) SHARE CAPITAL:

During the financial year 2024-2025, there was no change in the authorized, issued, subscribed, and paid-up share capital
of the Company. As on 31^st March, 2025, the authorized share capital stood at Rs. 18,00,00,000 (Rupees Eighteen Crores
only), comprising 14,00,00,000 (Fourteen Crores) equity shares of Re. 1/- each and 4,00,000 (Four Lakhs) 6% redeemable
cumulative preference shares of Rs. 100/- each.

The issued, subscribed, and paid-up equity share capital remained unchanged during the year. The detailed break-up is
provided in Note No. 14 of the Financial Statements.

The Company, during the year under review, has not issued any shares with differential rights as to dividend, voting or
otherwise or bought back any of its securities. The Company has not issued any sweat equity/bonus shares/employee stock
option plan, under any scheme.

6) TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 (‘the Act’) read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), any dividend
remaining unclaimed or unpaid for a period of seven years from the date of its transfer to the Company’s Unpaid Dividend
Account is required to be transferred to the Investor Education and Protection Fund (IEPF) Authority.

Further, in terms of the aforesaid provisions, all shares in respect of which dividend has remained unclaimed for seven
consecutive years or more from the date of transfer to the Unpaid Dividend Account are also mandatorily required to be
transferred to the IEPF Authority. However, this requirement shall not apply to shares in respect of which there is a specific
order of a Court, Tribunal, or any Statutory Authority restraining such transfer.

In the interest of the Members, the Company sends periodical reminders to the Members to claim their dividends in order
to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the
details of unclaimed dividends and Members whose shares are liable to be transferred to the IEPF Authority, are uploaded
on the Company’s website https://www.orientceratech.com/

During the financial under review, in accordance with applicable provisions, the Company transferred unclaimed dividends
and corresponding shares to IEPF, as detailed below:

As on 31^st March, 2025, a total of 3674072 Equity Shares of the Company were lying in the Demat A/c of the IEPF
Authority.

The shareholders have an option to claim their shares and / or amount of dividend transferred to IEPF, in the prescribed
form available on www.mca.gov.in . Members are requested to note that no claims shall lie against the Company in respect
of the dividends and/or shares transferred to IEPF.

The Company has initiated necessary action for transfer of shares in respect of which dividend has not been paid or claimed
by the members consecutively since FY 2017-18.

The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares.
Any further dividend received on such shares shall be credited to the IEPF Fund.

7) DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of provisions of Chapter
V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014.

8) SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANY:

As on date, the Company has two wholly owned subsidiaries, as mentioned below:

(i) Orient Advanced Materials Private Limited (OAMPL), engaged in the manufacturing of refractory & ceramic products
and related services.

(ii) Orient Advanced Materials FZE (OAMFZE), engaged in the trading of ceramic products and related materials.

During the financial year under review, OAMPL recorded a revenue of Rs. 6,472.28 lakhs, as against Rs. 6,520.23 lakhs
in the previous year, and reported a net loss after tax of Rs. 1.28 lakhs, compared to a net profit of Rs. 170.83 lakhs in the
previous year.

OAMPL is a material subsidiary of the Company, and all the applicable rules and regulations, in this regard, are adhered to.

Further, OAMFZE commenced its business operations during the year under review and generated revenue of
Rs. 976.97 lakhs, reporting a net profit after tax of Rs. 32.38 lakhs.

9) TRANSFER OF HOLDING BY PROMOTER COMPANY

At the beginning of the year, the Company had 6 members in its promoter/promoter group. However, during the year
under review, Bombay Minerals Limited (BML), the Promoter Company, transferred its 59,00,000 Equity Shares
representing 4.93 % of paid-up capital of the Company to Ashapura International Limited (AIL), a fellow subsidiary of
BML. Consequently, AIL classified as part of the promoter group in the Shareholding Pattern of the Company. Post this
transaction, the shareholding of BML stood at 3,20,99,953 equity shares representing 26.83% of the paid-up share capital
of the Company, while AIL held 59,00,000 equity shares representing 4.93% of the paid-up share capital. Accordingly,
the number of entities/members in the promoter/promoter group increased to 7, with no change in the overall promoter/
promoter group shareholding percentage. Both BML and AIL are Wholly Owned Subsidiaries of Ashapura Minechem
Limited.

10) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN 31^st MARCH, 2025 AND 7^th AUGUST, 2025:

Other than as stated elsewhere in this report, there have been no reportable material changes and commitments affecting the
financial position of the Company during the aforesaid period.

11) CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the
Company and its subsidiaries, have been prepared in accordance with the Indian Accounting Standards, which forms part
of this Annual Report. Further, pursuant to the provisions of the said Section, a statement containing salient features of the
Financial Statements of the Company’s subsidiary (in Form AOC - 1) is attached to financial statements.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements including Consolidated
Financial Statements and all other documents required to be attached to this Report and Financial Statements of subsidiary,
have been uploaded on the website of the Company at www.orientceratech.com

12) SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS:

During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting
the going concern status and the Company’s operations.

13) CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on ‘Corporate Governance’ along with the Certificate from M/s. Sanghavi & Co., Chartered Accountants, regarding
its compliance and ‘Management Discussion and Analysis Report’ as stipulated by Regulation 34 of the Listing Regulations
are set out separately, which form part of this Annual Report.

14) DIRECTOR’S RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper
explanation relating to material departures;

(b) they 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 that period;

(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

(d) they have prepared the annual accounts on a going concern basis;

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

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

15) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there is no change in the Board of Directors. The composition of the Board of the Company
as on 31^st March, 2025 is as below.

a) Retirement by Rotation:

In accordance with the provisions of Section 152 of Companies Act, 2013, read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mrs. Chaitali Salot, Director,
retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

The details as required under the provisions of Companies Act, 2013 and Listing Regulations are provided in the Notice
convening the ensuing Annual General Meeting.

b) Re-appointment of Mr. Hemul Shah, Director

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, Mr. Hemul Shah, Director, retired
by rotation at the last Annual General Meeting held on 30^th September 2025 and was duly re-appointed by the shareholders.

c) Key Managerial Personnel:

There has been no change in the Key Managerial Personnel (KMP) of the Company during the financial year 2024-25.
Details of KMPs as on 31^st March 2025:

d) Declaration by Independent Directors:

The following Non-Executive Directors are Independent Directors in terms of the provisions of Section 149(6)
of Companies Act, 2013 read with the provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as “Listing Regulations”).

a) Mr. Harish Motiwalla

b) Mrs. Neeta Shah

c) Mr. Ketan Shrimankar

The said Independent Directors are not liable to retire by rotation. The Company has received declarations from all the
Independent Directors confirming that: -

- they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 and Regulation
16(1)(b) of the Listing Regulations, are independent from the Management and there has been no change in the
circumstances which may affect their status as Independent Director during the year.

- they have registered their names in the Independent Directors’ Databank.

e) Board’s Opinion Regarding Integrity, Expertise and Experience (including the proficiency) of the Independent
Directors appointed:

The Board of Directors is of the opinion that the Independent Directors on the Board of the Company are person(s) of
integrity and possess core skills/expertise/competencies (including the proficiency) as required in the context of Company’s
business(es) and sector(s) for the Company to function effectively.

f) Familiarization Programme of Independent Directors:

Please refer Point No 2(F)(c) on Familiarisation Programme in Report on Corporate Governance.

16) PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 (‘Act’) and Regulation 17 of SEBI Listing Regulations the
performance evaluation policy, the Board of Directors evaluated the performance of each and every Director on the Board,
its various Committees, and the performance of the Board as a whole, which would contribute significantly to performance
improvements at all the three levels i.e. the organizational, the Board and the individual director level, which in turn would
help in increasing accountability, better decision making, enhanced communication and more efficient Board operations.

Accordingly, pursuant to the provisions of Companies Act, 2013, Listing Regulations and Performance Evaluation Policy
of the Company, the Board of Directors, in consultation with the Nomination & Remuneration Committee and Independent
Directors, carried out & analysed the annual performance evaluation of all the Directors, the Board as a whole and its
committees.

The annual performance evaluation was carried out based on detailed questionnaires drafted in accordance with the guidance
note issued by SEBI. The performance of the individual Directors was evaluated after seeking inputs from all the Directors
other than the one who is being evaluated. The evaluation was based on the criteria such as Director’s knowledge and
understanding of their role, Company’s vision and mission, Director’s Commitment, qualification, skill and experience,
assertiveness in communication, etc.

The performance of the Board was evaluated on the basis of various criteria such as composition of the Board, information
flow to the board, matters addressed in the meeting, strategic issues, roles and functions of the Board, relationship with the
management, engagement with the Board and external stakeholders and other development areas.

The performance of the Committee Members was evaluated after seeking the inputs of committee members on the criteria
such as understanding the terms of reference, committee composition, independence, contributions to Board decisions etc.

Further, the performance of Executive Directors was evaluated on certain additional parameters depending upon their
roles and responsibilities such as leadership, relationship with stakeholders, execution of business plans, risk management,
development of plans and policies in alignment with the vision and mission of the Company, etc.

Similarly, criteria for evaluation of Independent Directors include effective deployment of knowledge and expertise,
willingness to devote time and efforts towards his/her role, high ethical standards, adherence to applicable codes and
policies, effective participation, etc.

During the year, the Independent Directors met separately and discussed, inter-alia, the performance of Non-Executive
Chairman, Executive Directors of the Company and the Board as a whole. The Nomination and Remuneration Committee
has also carried out evaluation of every Director’s performance.

The Board’s evaluation report on performance of each individual Director and the Board as a whole was placed before the
Board for appropriate analysis and confirmation.

Based on the annual performance evaluation, the Board expressed its satisfaction with the performance evaluation process.

17) COMMITTEES:

The composition of committees constituted by the Board along with changes, if any, forms part of the Corporate Governance
Report, which is a part of Annual Report.

18) NOMINATION & REMUNERATION POLICY:

Pursuant to the provisions of Companies Act, 2013 and Listing Regulations, the Board of Directors, based on the
recommendations of the Nomination & Remuneration Committee, adopted a Policy for selection and appointment of
Directors, Key Managerial Personnel & Senior Management and for determining their remuneration, qualifications, positive
attributes and independence of Directors. The policy also ensures that the relationship of remuneration to performance is
clear so as to meet appropriate performance benchmark.

The Policy on Nomination & Remuneration is available on the website of the Company viz. www.orientceratech.com. The
details about the Nomination & Remuneration Committee and payment of remuneration to the Directors are provided in
the Report on Corporate Governance which forms part of this Annual Report.

19) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of the Company is set out in
“Annexure A” to this Report.

Considering the provisions to section 136 of the Companies Act, 2013, the Annual Report, excluding the statement required
to be given under rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is being sent to the shareholders of the Company and others entitled thereto. The aforesaid statement is available
for inspection of members at the registered office of the Company during working hours up to the date of Annual General
Meeting and shall be made available to any shareholder on request. Members seeking to inspect such documents can send
an email to investor@oalmail.co.in

20) MEETINGS OF THE BOARD:

During the year under review, the Board of Directors met 4 (Four) times. The gap between the two meetings did not exceed
one hundred and twenty days. The dates of the meetings along with the attendance of the Directors therein have been
disclosed in the Corporate Governance Report. The necessary quorum was present for all the meetings.

21) AUDIT COMMITTEE:

The Company has an Audit Committee of the Board of Directors in place. The terms of reference of the Audit Committee
are in line with Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 18 of the Listing Regulations. Detailed information pertaining to the Audit Committee including its
composition has been provided in the Corporate Governance Report, which forms part of this Annual Report.

22) AUDITORS AND AUDITORS’ REPORT:

(i) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors)
Rules, 2014, M/s. Sanghavi & Co., Chartered Accountants (FRN: 109099W), were re-appointed as Statutory Auditors of
the Company for the second term for a period of five years w.e.f. conclusion of 51^st Annual General Meeting held on 26^th
September, 2022 till the conclusion of 56^th Annual General Meeting to be held in the year 2027.

The Auditors’ Report for the financial year ended 31^st March, 2025 on the Financial Statements (Standalone & Consolidated)
of the Company forms part of this Annual Report.

Further, the Auditor’s Report for the Financial Year ended 31^st March, 2025 does not contain any qualification, reservation
or adverse remark.

(ii) Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014,
as amended from time to time, the Board of Directors has, on recommendation of the Audit Committee, appointed
M/s. S. S. Puranik & Associates, Cost Accountants, as the Cost Auditors of the Company to conduct audit of the Company’s
Cost Accounting Records in respect of the products of the Company for the Financial Year 2025-2026 at a remuneration of
Rs. 1,70,000/- (Rupees One Lakh Seventy Thousand Only) per annum plus Goods & Service Tax (GST) and out of-pocket
expenses, if any.

Your Company has received consent from M/s. S. S. Puranik & Associates, to act as the Cost Auditors of your Company
for the financial year 2024-2025 along with a certificate confirming their independence. As per the provisions of the
Companies Act, 2013, a resolution seeking approval of the Members for the remuneration payable to the Cost Auditors
forms part of the Notice convening Annual General Meeting.

The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013
and Rules framed thereunder. The Cost Audit Report for the Financial Year 2023-2024 was filed with the Ministry of
Corporate Affairs on 9^th September, 2024.

(iii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Ms. Dipti Gohil, Practicing Company
Secretary, to undertake the Secretarial Audit of the Company for the Financial Year ended 31^st March, 2025.

The Secretarial Audit Report in Form MR-3 is annexed herewith as “Annexure B”. Further, the Secretarial Audit Report
for the Financial Year ended 31^st March, 2025 does not contain any qualification, reservation or adverse remark.

Pursuant to provisions of Regulations 24A and 36 of the Listing Regulations and the provisions of Section 204 and other
applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder, Ms. Dipti Gohil, Practicing
Company Secretary (ACS 14736/COP 11029 and Peer Review No. 2026/2022), Mumbai, has been proposed to be appointed
as Secretarial Auditor of the Company to conduct secretarial audit of the Company for a period of five consecutive years,
commencing from Financial Year 2025-2026 to Financial Year 2029-2030, subject to approval of shareholders. The Auditor
has confirmed that she is peer reviewed practicing company secretary and holds a valid certificate of peer review issued
by the Institute of Company Secretaries of India. She has also confirmed that she is not disqualified and is eligible for the
said appointment.

23) INTERNAL CONTROL SYSTEM & THIER ADEQUACY:

The Company has an adequate internal control system commensurate with the size, scale, and nature of its operations.
The Audit Committee periodically reviews the adequacy and effectiveness of the internal control system and ensures that
necessary improvements are implemented to strengthen the same.

The Company appointed M/s. Atul HMV & Associates LLP, Chartered Accountants, as its Internal Auditors for Financial
Year 2024-2025. They carry out periodic audit as per the Scope of Work approved by the Audit Committee. The Audit
Committee of the Company periodically reviews the Internal Audit Reports submitted by the Internal Auditors. Internal
Audit observations and corrective action taken by the Management are presented to the Audit Committee. The status of
implementation of the recommendations are reviewed by the Audit Committee on a regular basis and concerns, if any, are
reported to the Board. The Company continues to take appropriate measures to strengthen internal controls across all areas
of operations.

In addition, the Company is using ‘SAP’ Systems, an advanced IT business solution platform, to achieve standardized
operations that ensures seamless data and information flow. This would further ensure ease in working environment & style
and shall enable the Company to be in line with the best global practices.

As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have expressed their views on the
adequacy of Internal Financial Control in their Audit Report.

24) CORPORATE SOCIAL RESPONSIBILITY:

Your Company embraces responsibility for impact of its operations and actions on all stakeholders including society and
community at large. As per requirements of the Companies Act, 2013, the Company has duly constituted Corporate Social
Responsibility Committee. The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the
initiative undertaken by the Company on CSR activities during the year are set out in “Annexure C” of this Report in the
format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The details of composition of
CSR Committee etc. are provided under the Corporate Governance Report.

25) REPORTING OF FRAUDS:

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company
by its Officers or Employees, to the Audit Committee / Central Government under Section 143(12) of the Companies Act,
2013, read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

26) VIGIL MECHANISM- WHISTLE BLOWER POLICY:

The Company has vigil mechanism named as Whistle Blower Policy, in compliance with the provisions of Section 177 of
the Companies Act, 2013 and Listing Regulations, wherein the employees/directors can report the instances of unethical
behaviour, actual or suspected fraud, mismanagement or any violation of the Code of Conduct and/or laws applicable to the
Company and seek redressal. This mechanism provides appropriate protection to a genuine Whistle.

The said Policy is available on the website of the Company viz. www.orientceratech.com. During the year under review,
no compliant has been received under the Whistle Blower Policy (Vigil Mechanism).

27) RISK MANAGEMENT:

The Company recognizes that risk is an inherent aspect of any business and is committed to proactively and effectively
managing it. In line with best corporate governance practices, the Company continuously assesses risks arising from
both internal and external environments. This enables the management to monitor, evaluate, and implement appropriate
mitigation measures in a timely manner. An adequate risk management framework is in place to address identified risks
and ensure business continuity.

28) RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered into by the Company during the Financial Year under review with the
Related Parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had
entered into contract/arrangement/transaction with the Related Parties which are considered as material in accordance
with the Company’s Policy on Related Party Transactions and for which approval of members has been duly taken. The
disclosure in Form AOC-2 is attached herewith as “Annexure D”.

The Company places all Related Party Transactions before the Audit Committee and also before the Board of Directors for
its approval on quarterly basis. The omnibus approval was obtained from the Audit Committee in respect of transactions
which are repetitive in nature, in accordance with the Company’s Policy on Related Party Transactions. The Audit
Committee also reviewed the details of such Related Party Transactions entered into by the Company pursuant to each of
the omnibus approval given on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors of the Company is available on the website
of the Company viz. www.orientceratech.com.

Your Directors draw attention of the members to Note nos. 38 & 38 A to the financial statements which sets out related
party disclosures.

29) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED:

Particulars of loans given, investments made, guarantees given and securities provided in accordance with the provisions of
Section 186 of the Companies Act, 2013, are given in the Notes to Financial Statements (Please refer to Note nos. 5 & 6).

30) COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on:

1. Meetings of the Board of Directors

2. General Meetings

3. Reports of the Board of Directors

31) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required
to be disclosed under the Companies Act, 2013, are provided in “Annexure E” to this Report.

32) ANNUAL RETURN:

In accordance with the provisions of sections 92(3) of the Companies Act, 2013, the copy of Annual Return of the Company
is available on its website www.orientceratech.com.

33) PENDING APPLICATION OR PROCEEDING UNDER THE INSOVENCY AND BANKRUPTCY CODE,
2016:

There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the
year under review.

34) DETAILS OF SETTLEMENT WITH THE BANKS OR FINANCIAL INSTITUTION:

The Company has not entered into any one time settlement with the Banks or Financial Institutions for the FY 2024-2025.

35) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy for prevention,
prohibition and redressal of sexual harassment at workplace, in terms of provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

An Internal Complaints Committee (“ICC”) has been duly constituted to provide a safe and respectful working environment
and to address complaints, if any, in a fair and timely manner. The Company is committed to ensuring that all employees
are treated with dignity and respect, irrespective of gender, race, caste, creed, religion, place of origin, sexual orientation,
disability, economic status, or hierarchical position.

During the year under review, no complaints relating to sexual harassment were filed, received, disposed of, or remained
pending before the ICC as on 31st March 2025. The management places on record its commitment to maintaining a safe
and inclusive workplace . The Policy is also available on the Company’s website at www.orientceratech.com.

36) COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company has duly complied with the provisions of maternity benefit act, 1961 during the year under review.

37) ACKNOWLEDGEMENT:

Your Directors wish to express their appreciation for the assistance and co-operation received from the financial institutions,
banks, employees, investors, customers, government & government agencies, shareholders and all other business associates
for the continuous support given by them to the Company and their confidence in its Management during the year under
review and look forward for their contributed support in future.

For and on Behalf of the Board of Directors

Sd/- Sd/-

Manan Shah Hemul Shah

Managing Director Director

(DIN: 06378095) (DIN: 00058558)

Place : Mumbai
Date : 7^th August, 2025
E & OE Regretted