2. BUSINESS PERFORMANCE & COMPANY'S AFFAIRS
Standalone Results

In the financial year 2024-25 ('FY 2024-25'), the total
revenue of your Company on standalone basis stood
at ' 20,989.65 Lakhs as against ' 19,064.34 Lakhs in
the previous financial year 2023-24 ('FY 2023-24'). The
Company recorded a net profit of ' 3,780.01 Lakhs in
FY 2024-25 against net profit of ' 3,001.13 Lakhs in
FY 2023-24.

Consolidated Results

In FY 2024-25, the total revenue of your Company on
a consolidated basis stood at ' 21,777.54 Lakhs against
' 20,006.15 Lakhs in the previous FY 2023-24, The
Company recorded a net profit of ' 3,901.24 Lakhs in
FY 2024-25 against net profit of? 3,406.92 Lakhs in
FY 2023-24.

The information on Company's affairs and related
aspects are detailed out under a separate section of

Management Discussion and Analysis Report forming
part of the Annual Report.

3. TRANSFER TO RESERVES

The Directors do not propose to transfer any amount
to the general reserve and the entire amount of profit
after tax for FY 2024-25 forms part of the 'Retained
Earnings'.

4. DIVIDEND

Keeping in view the future expansion plans of the
Company, the Directors of the Company have decided
not to recommend any dividend on the equity shares of
the Company for FY 2024-25. Your Company continues
with its task of building businesses with long-term
goals based on its intrinsic strengths in terms of its
quality manufacturing process, distribution strengths,
customer relationships and evaluating new areas of
growth.

5. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the
Company during the year under review.

6. BUYBACK OF EQUITY SHARES

No shares were bought back by the company during
the year under review.

7. SHARE CAPITAL

Share Capital of the Company changed pursuant
to 'Orbit Exports Limited Employee Stock Option
Scheme - 2021' ('Scheme'), the Company vide its
Nomination and Remuneration Committee Meeting
held on February 07, 2025, approved the allotment of
2,250 equity shares of ' 10/- each. As a result of the
said allotment of ESOPs, share capital as on March 31,
2025, stood at Rs. 26,46,96,520 comprising of 2,64,69,652
equity shares of Rs. 10/- each.

After the year under review, till the date of this Annual
report, Company has allotted 41,500 equity shares of
Rs. 10/- each pursuant to said Scheme vide approval
received from its Nomination and Remuneration
Committee Meeting held on April 29, 2025. Effectively,
the share capital has changed to Rs. 26,51,11,520
comprising of 2,65,11,152 equity shares as on the date
of this Annual Report. The same has been intimated to
Stock Exchanges and necessary filings are done with
the Ministry of Corporate Affairs.

Apart from the above, the Company has neither
issued any shares through differential voting rights
nor issued any sweat equity shares during the year
under review.

8. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section
129(3) of the Companies Act, 2013 ('Act') and
Regulation 34(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('Listing
Regulations'), the Consolidated Financial Statements
of the Company for the FY 2024-25 includes the
financials of its subsidiary company named Orbit Inc.
operating in US ('Subsidiary') and associate company
named Rainbow Line Trading L.L.C. operating in Dubai
('Associate'). The Consolidated Financial Statements
are prepared in accordance with the relevant
Indian Accounting Standards (Ind AS) issued by the
Institute of Chartered Accountants of India ('ICAI').
The Consolidated Financial Statement together with
the Independent Auditors' Report thereon forms an
integral part of this Annual Report.

9. SUBSIDIARY AND ASSOCIATE COMPANY

Pursuant to Section 129(3) of the Act read with Rule 5
of the Companies (Accounts) Rules, 2014 (as amended
from time to time), a separate statement containing
salient features of the financial statements of
Company's Subsidiary and Associate in Form AOC-1
is attached to this report as Annexure I and forms an
integral part of this report.

The standalone and consolidated financial statements
of the Company along with the financial statements of
Subsidiary, have been uploaded on the website of the
Company at https://orbitexports.com/investor-page/
under the tab 'Company Results' and shall also be
available for inspection through electronic mode.

10. MATERIAL CHANGES AND COMMITMENTS,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE
FY 2024-25 AND THE DATE OF THIS REPORT

No material changes and commitments affecting the
financial position of the Company occurred between
the end of the FY 2024-25 and the date of this report.

11. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) of
the Act, the Annual Return of the Company for FY
2024-25 is available on the website of the Company at
https://orbitexports.com/investor-page/ under the tab
'Annual Reports'.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Re-appointment of Directors & KMPs:

During FY 2024-25, following changes happened in
the composition of the Board of Directors

(i) Mr. Birendranath Bandyopadhyay (DIN: 10802067)
was appointed as Whole Time Director and
designated as "Executive Director" w.e.f. October
22, 2024 for the period of 5 (five) years.

(ii) Mr. Parth Seth resigned from the designation of
Executive Director w.e.f October 22, 2024, upon
acceptance of his resignation by the Board of
Directors.

(iii) Mr. Parth Seth was appointed Chief Executive
Officer w.e.f. October 22, 2024; related party holding
place of profit, in the category of Key Managerial
Personnel ('KMP')

Above-mentioned item (i) and remuneration
of Mr. Parth Seth (KMP holding place of profit)
were approved by the Members of the Company

via Postal Ballot process concluded on Sunday,
December 29, 2024 and declared at the registered
office of the Company as per the Scrutineer's
Report dated Monday, December 30, 2024.

(iv) Ms. Pranali Chawhan was appointed as Company
Secretary cum Chief Compliance Officer w.e.f
June 26, 2024

(v) Following Agendas were approved by the Members
of the Company at its 41^st Annual General Meeting
held on Thursday, September 26, 2024

a) Re-appointment of Mr. Pankaj Seth (DIN
No: 00027554) as Managing Director of the
Company for a period of 5 (five) years w.e.f
April 01, 2025.

b) Re-appointment of Mrs. Anisha Seth (DIN
No: 00027611) as Whole-time Director of the
Company for a period of 5 (five) years w.e.f
April 01, 2025.

c) Re-appointment of Mrs. Chetna Manish
Malaviya (DIN No: 0730976) as Independent
Director of the Company for a period of 5 (five)
years w.e.f June 21. 2025.

Retirement by Rotation

Pursuant to the provisions of Section 152 (6) of the
Act read with rules made thereunder (as amended
from time to time) and Articles of Association of
the Company, Mr. Varun Daga, Non-Executive Non¬
Independent Director (DIN: 01932805) retires by
rotation at the ensuing AGM and being eligible, offers
himself for re-appointment. Brief profile of Mr. Varun
Daga has been provided in the Notice convening the
AGM of the Company.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Act,
following are the Key Managerial Personnel of the
Company as on the date of this report:

Mr. Pankaj Seth - Chairman and Managing Director
Mrs. Anisha Seth - Whole Time Director
Mr. Birendranath Bandyopadhyay - Executive
Director

Mr. Rahul Tiwari - Chief Financial Officer

Ms. Pranali Chawhan - Company Secretary cum Chief

Compliance Officer

Mr. Parth Seth - Chief Executive Officer (Appointed
w.e.f October 22, 2024)

Declaration from Independent Directors

Pursuant to Section 149(7) of the Act, all Independent

Directors of the Company have made relevant
declarations as laid down under Section 149(6) of the
Act and Regulation 25 of the Listing Regulations. In
the opinion of the Board, the Independent Directors
fulfil the conditions of independence specified in
the said provisions, possess requisite qualifications,
experience, expertise, integrity and proficiency, and
have complied with the Company's Code of Business
Conduct & Ethics.

13. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of
Directors to the best of their knowledge and ability,
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. appropriate accounting policies have been
selected and applied consistently, judgments and
estimates are made reasonably and prudently
so as to give a true and fair view of the state-of-
affairs of the Company at the end of FY 2024-25
and of the profit and loss of the Company for that
period;

c. proper and sufficient care has been taken 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;

d. the annual accounts have been prepared for the
financial year ended March 31, 2025, on a 'going
concern' basis;

e. proper internal financial controls have been laid
down to ensure compliance with all the provisions
of the applicable laws and that such internal
financial controls are adequate and operating
effectively; and

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

14. MEETINGS OF THE BOARD AND ITS COMMITTEES

During FY 2024-25, 5 (Five) meetings of the Board
of Directors of the Company were convened. All
meetings were held with a gap of less than 120 days.
The Company followed the applicable Secretarial

Standards in relation to the Board Meetings. The
particulars of meetings held and attended by each
Director are detailed in the Corporate Governance
Report that forms part of this report.

Following are the Committees of the Board of Directors
as on March 31, 2025:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Corporate Social Responsibility Committee and

(iv) Stakeholders' Relationship Committee.

The details of the Committees of the Board along
with their composition, number of meetings and
attendance of members at each meeting are provided
in the Corporate Governance Report that forms part of
this report.

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act
and Regulation 22 of Listing Regulations, the Company
has formulated a Vigil Mechanism/Whistle Blower
Policy. The details are covered under the Corporate
Governance Report which forms part of this report.

16. FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS

Pursuant to the provisions of Regulation 25(7) of Listing
Regulations and Schedule IV to the Act, the Company
has put in place a Familiarization Programme for
the Independent Directors to familiarize them with
the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the
Company operates, business model etc.

The details of such programme imparted during FY
2024-25 are available on the website of the Company
at https://orbitexports.com/policies under the tab
"Policies".

17. ANNUAL PERFORMANCE EVALUATION OF THE
BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

In accordance with the provisions of the Act and Listing
Regulations, the Board has carried out an annual
performance evaluation of its own performance,
Individual directors including Independent Directors
and Chairman, and its various Committees. A
structured questionnaire was formulated taking
into consideration the various aspects of the Board's
functioning, composition of the Board and its
Committees, culture, execution and performance
of specific duties, obligations and governance. The
Board of Directors expressed their satisfaction with
the evaluation process.

Details of the annual performance evaluation have
been provided in the Corporate Governance Report
which forms part of this report.

18. DEPOSITS

During FY 2024-25, the Company has not invited or
accepted any deposits from the public and as such no
principal or interest amount was outstanding as on
March 31, 2025.

19. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Loan, guarantees and investments covered under
Section 186 of the Companies Act, 2013 ("The Act")
form part of the Notes to the financial statements
provided in this integrated Annual Report.

20. INSURANCE

The Company declares that all the properties
including buildings, plant & machinery and stocks are
adequately insured.

21. RELATED PARTY TRANSACTIONS

All related party transactions entered into during FY
2024-25 were on arms' length basis and in the ordinary
course of business except the following:

1. Performance bonus amounting to Rs. 10,50,000
(Rs. Ten Lakhs Fifty Thousand Only) to Mr. Parth
Seth, related party (Key Managerial Personnel),
approved by the Audit Committee and Board at its
Meeting dated June 26, 2024.

2. Performance bonus amounting to Rs. 6,00,000
(Rs. Six Lakhs Only) to Mrs. Vishakha Seth Mehra,
Vice President - Sales & Marketing (Senior
Management), a related party, approved by the
Audit Committee and Board at its Meeting dated
June 26, 2024

3. Revision in the remuneration of Mrs. Vishakha
Seth Mehra from Rs. 50,00,000/- p.a. to Rs.
75,00,000/- p.a.; approved by Audit Committee
& Board at its Meeting dated August 09, 2024
and approved by Members at its 41^st AGM held
September 26, 2024.

4. Remuneration of Mr. Parth Seth (appointed as
CEO effective October 22 2024, KMP holding place
of profit) amounting to Rs. 75,00,000/- p.a. was
approved by Audit Committee and Borad at its
meeting dated October 22, 2024; followed by the
approval of Members of the Company via Postal
Ballot process concluded on Sunday, December
29, 2024 and declared at the registered office of
the Company as per the Scrutineer's Report dated
Monday, December 30, 2024.

5. Appointment of M/s. Girik Wealth Advisors Private
Limited, wherein Mr. Varun Daga, Non-Executive,
Non-Independent Director is also a Director, as
the Portfolio Manager of the Company; approved
by the Audit Committee and Board at its Meeting
dated October 22, 2024.

During FY 2024-25, all related party transactions were
placed before the Audit Committee for its approval
on a quarterly basis. An omnibus approval from the
Audit Committee was obtained for the related party
transactions which were of repetitive nature, entered
in the ordinary course of business and on an arm's
length basis. There were no significant material-
related party transactions made by the Company with
the Promoters, Directors, Key Managerial Personnel
or other designated persons (except as mentioned
above) which may have a potential conflict with the
interest of the Company at large.

Disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Act is detailed in Form
AOC-2 annexed in Annexure II and forms part of this
report.

In accordance with Regulation 23 of Listing
Regulations, the Company has formulated a Policy on
Material Related Party Transactions and on dealing
with Related Party Transactions. The said Policy
is available on the Company's website at https://
orbitexports.com/policies under the tab 'Policies'.

In terms of Regulation 23 of the Listing Regulations, the
Company submits details of related party transactions
on a consolidated basis as per the specified format to
the stock exchanges on a half-yearly basis.

22. CORPORATE GOVERNANCE REPORT AND
CERTIFICATE FROM SECRETARIAL AUDITOR

Your Company is committed to maintaining the
highest standards of Corporate Governance and
adhering to Corporate Governance requirements
pursuant to Regulation 34 read with Schedule V of the
Listing Regulations. The Corporate Governance Report
along with the Corporate Governance Certificate
issued by the Secretarial Auditors of the Company for
the year ended March 31, 2025 is provided in Annexure
III which forms part of this report.

23. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The particulars as required under the provisions of
Section 134(3)(m) of the Act read with the rules made
thereunder (as amended from time to time) relating
to conservation of energy, technology absorption,

foreign exchange earnings and outgo are detailed in
Annexure IV which forms part of this report.

24. HUMAN RESOURCES

Disclosures pertaining to employee remuneration and
other details as required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 are detailed in Annexure V forming part of this
report.

The details as required under Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 will be made available to the
members upon request.

The Company had a head count of 442 employees as
on March 31, 2025.

25. LISTING AT STOCK EXCHANGES

Equity shares of the Company continue to be listed on
BSE Limited and the National Stock Exchange of India
Limited. Applicable listing fees up to the financial
year 2024-25 have been duly paid to both the Stock
Exchanges.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has an adequate system of internal
control to safeguard and protect from loss,
unauthorized use or disposition of its assets that
commensurate with its size, scale and complexities
of its operations. The Audit Committee of the Board
actively reviews the adequacy and effectiveness of the
internal control systems and suggests improvements
to strengthen the same. All the transactions are
properly authorized, recorded and reported to the
Management. The Company follows all the applicable
Accounting Standards for properly maintaining the
books of accounts and reporting financial statements.
Based on the review, nothing has come to the attention
of Directors to indicate that any material breakdown in
the function of these controls, procedures or systems
occurred during the year under review.

27. AUDITORS AND AUDITORS' REPORT
Statutory Auditors

The Company appointed M/s. G.M. Kapadia & Co.,
Chartered Accountants (Firm Registration No.
104767W) as the Statutory Auditors of the Company
for a period of 5 (five) years from the conclusion of the
37^th annual general meeting until the conclusion of
the 42^nd annual general meeting.

The Reports given by M/s. G.M. Kapadia & Co., Chartered

Accountants on the standalone and consolidated
financial statements of the Company for FY 2024¬
25 do not contain any qualification, reservation or
adverse remarks. There were no instances of fraud
reported by the auditors.

Cost Auditors

In terms of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014 (as
amended from time to time), the Company is required
to prepare, maintain and conduct audit of its cost
records by a Cost Accountant.

M/s. Balwinder & Associates, Cost Accountants
(Firm Registration No. 000201) were appointed as
Cost Auditors of the Company for FY 2024-25. During
the year under review, in accordance with Section
148(1) of the Act, the Company has maintained the
accounts and cost records, as specified by the Central
Government. The Cost Auditor will issue the Cost
Audit Report for FY 2024-25 and the same shall be
reviewed by the Board and filed by the Company with
Ministry of Corporate Affairs (MCA).

The Cost Audit Report for FY 2023-24 in XBRL mode
was filed by the Company within the due date with
MCA.

Based on the recommendation of the Audit Committee,
the Board appointed M/s. Balwinder & Associates, Cost
Accountants (FRN: 000201), as the Cost Auditors of the
Company to conduct audit of the cost records of the
Company for the financial year ending March 31, 2026.
The Company has received consent and certificate
of eligibility from M/s. Balwinder & Associates to be
appointed as Cost Auditors under Section 141 of the
Act and rules framed thereunder.

Pursuant to the provisions of section 148(3) of the
Act, members' consent is sought for payment of
remuneration to the Cost Auditors for financial year
ending March 31, 2026 as mentioned in item no. 5 of
the Notice of AGM of the Company.

Secretarial Auditor

Pursuant to Regulation 24A (1) of the Listing
Regulations and Section 204 of the Companies Act,
2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Audit Committee and the Board of Directors have
approved the appointment and remuneration of M/s.
S.K. Jain & Co., Practicing Company Secretary (Firm
Registration No. 6574/2025), as the Secretarial Auditors
of the Company for the F.Y. 2025-26. The Board has
recommended the appointment for approval of the
Members at the ensuing AGM.

A brief profile and other relevant details of M/s. S.K.
Jain & Co. are provided in the Notice convening the
ensuing AGM.

M/s. S.K. Jain & Co. has consented to act as the
Secretarial Auditors of the Company and confirmed
that their appointment, if approved, would be within
the limits prescribed under the Companies Act, 2013
and Listing Regulations. M/s. S.K. Jain & Co. has
further confirmed that the Firm is not disqualified
to be appointed as the Secretarial Auditors under
the applicable provisions of the Act, rules made
thereunder, and Listing Regulations.

M/s. S. K. Jain & Co., Practicing Company Secretaries
(CP No. 3076) were also appointed as Secretarial
Auditors of the Company to undertake the secretarial
audit for financial year ended March 31, 2025.
Secretarial Audit Report in form MR-3 in accordance
with Section 204 of Companies Act, 2013 is annexed in
Annexure VI and forms part of this report.

A certificate confirming that none of the directors
on the Board of the Company have been debarred or
disqualified from being appointed or continuing as
directors of the Company by any statutory authority
issued by the Secretarial Auditor forms part of this
report as annexed in Annexure VII.

Secretarial Compliance Report for the financial year
ended March 31, 2025 in accordance with Regulation
24A of Listing Regulations issued by the Secretarial
Auditor has been filed with the stock exchanges on
which the Company is listed within the statutory
timelines.

28. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social
Responsibility ('CSR') Committee in terms of the
provisions of Section 135 of the Act read the rules made
thereunder. The details of composition, meetings held,
CSR policy and the CSR initiatives undertaken during
the year under review are mentioned in the Annual
Report on CSR activities as annexed in Annexure VIII,
which forms part of this report.

29. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

All the details pertaining to IEPF related activities
undertaken by the Company during the year under
review are provided under notes section of Notice of
the AGM on page 36 of the Annual report.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 of the Listing Regulations,
Management Discussion and Analysis Report on the

operations of the Company is provided in a separate
section on page 24 and forms an integral part of the
Annual Report.

31. CREDIT RATING

"During FY 2024-25, ICRA Limited reaffirmed the
credit ratings previously assigned on September 18,

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32. CODE OF CONDUCT FOR PROHIBITION OF INSIDER
TRADING

Your Company has in place a Code of Conduct for
Prohibition of Insider Trading, which lays down the
process of trading in securities of the Company by
the Designated Persons and to regulate, monitor and
report trading by the employees of the Company either
on their own behalf or on behalf of any other person,
based on Unpublished Price Sensitive Information.
The said code also lays down the procedure for
inquiry in case of leak of Unpublished Price Sensitive
Information including Code of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information.

The Code of Conduct for Prohibition of Insider Trading
is displayed on the Company's website at https://
orbiteyports.com/policies under the tab 'Policies'.

33. SECRETARIAL STANDARDS

The Company has complied with the applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India.

34. DISCLOSURE AS PER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Pursuant to the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 ("POSH Act") and rules
framed thereunder, the Company has formulated
and implemented a policy on prevention, prohibition
and redressal of complaints related to sexual
harassment of women at workplace. All employees
(including trainees) whether permanent, temporary
or contractual are covered under this policy. The
Company has constituted Internal Complaints
Committee(s) (ICC) across all Company locations

to consider and resolve all sexual harassment
complaints reported to this Committee.

The details of complaints are as under:

(i) number of complaints filed during the financial
year: NIL

(ii) number of complaints disposed of during the
financial year: NIL

(iii) number of complaints pending as on end of the
financial year: NIL.

35. EMPLOYEES' STOCK OPTION SCHEME

Pursuant to the "Orbit Exports Limited Employee
Stock Option Scheme, 2021" (ESOP Scheme / Scheme)
approved by the Company at 38^th Annual General
Meeting held on September 29, 2021, the Company is
eligible to grant up to 10,00,000 options to its eligible
employees.

During FY 2021-22, the Company granted 2,16,000
options to its eligible employees. No employee was
issued stock options equal to or exceeding 1% of the
issued capital of the Company at the time of grant.

During FY 2022-23 , out of the 2,16,000 options granted,
18,000 options were forfeited and 49,500 options were
vested. In the month of April 2023, out of 49,500 vested
options, 39,500 options were exercised by the eligible
employees and the Nomination and Remuneration
Committee approved the allotment of 39,500 equity
shares of ' 10/- each.

For FY 2023-24, the Company vide its Nomination and
Remuneration Committee Meeting held on November
07, 2023, approved the allotment of 9,000 equity shares
of ' 10/- each.

During FY 2024-25, the Company allotted 44,000
equity shares of ' 10/- each vide approval received
from its Nomination and Remuneration Committee
Meeting held on May 06, 2024.

For the year under review, the Company vide its
Nomination and Remuneration Committee Meeting
held on February 07, 2025, approved the allotment of
2,250 equity shares of ' 10/- each.

After the year under review, till the date of this Annual
report, the Company has allotted 41,500 equity shares
of Rs. 10/- each vide approval received from its
Nomination and Remuneration Committee Meeting
held on April 29, 2025.

The equity shares of the company post allotmment of

41,500 equity shares stood at 2,65,11,152 equity shares
of Rs. 10/- each.

All relevant disclosures were made to Stock Exchanges
in a timely manner.

Disclosures pursuant to Regulation 14 of SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 with regard to Employees Stock
Option Plan of the Company are available at Company's
website at https://orbitexports.com/esop/.

36. NOMINATION AND REMUNERATION POLICY OF
DIRECTORS, KEY MANAGERIAL PERSONNEL AND
OTHER EMPLOYEES

The Company has in place Nomination and
Remuneration Policy (amended on August 2, 2023)
formulated as per the provisions of the Act and the
Listing Regulations. The Policy outlines role of the
committee; appointment criteria and qualification of
Directors, KMP and Senior Management; criteria for
performance evaluation of Directors and committees;
provisions regarding payment of remuneration to
Directors, KMP and Senior Management; succession
plan; importance of Board Diversity.

The Nomination and Remuneration Policy is
available at Company's website at https://orbitexports.
com/wp-content/uploads/2023/10/Nomination-
Remuneration-Policy-.pdf

37. DETAILS OF SHARES IN DEMAT SUSPENSE
ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The details of the shares in the Demat Suspense
Account/Unclaimed Suspense Account for FY 2024-25
in compliance with Regulation 34 read with Schedule
V of the Listing Regulations are as follows:

(a) aggregate number of shareholders and the
outstanding shares in the Suspense Account
lying at the beginning of the year: 86 number of
shareholders and 9,450 Equity Shares of Rs. 10
each.

(b) number of shareholders who approached the
Company for transfer of shares from Suspense
Account during the year:05

(c) number of shareholders to whom shares were
transferred from Suspense Account during the
year: 1,300

(d) Aggregate number of shareholders and the
outstanding shares in the Suspense Account lying
at the end of the year: 86 number of shareholders
and 9,450 Equity Shares of Rs. 10 each.

(e) that the voting rights on these shares shall remain
frozen till the rightful owner of such shares claims
the shares: 9,450 Equity Shares of Rs. 10 each.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed
by the Regulators or Courts or Tribunals impacting the
going concern status and the Company's operations
in future. There is no corporate insolvency resolution
process initiated under the Insolvency and Bankruptcy
Code, 2016.

39. ACKNOWLEDGEMENTS

The Board of Directors would like to express their
sincere appreciation for the assistance and co¬
operation received from the members, financial
institutions, banks, regulatory authorities, customers,
vendors and other business associates during the
year under review. The Board also wishes to place on
record their acknowledgment and appreciation for the
committed services by the employees of the Company
at all levels.

For and on behalf of the Board of Directors

Pankaj Seth
Chairman & Managing

Date: July 23, 2025 Director

Place: Mumbai (DIN: 00027554)