DIRECTORS' REPORT

We herewith present the report on our business and operations for the year ended 31st March 2025.

1. Financial Results.

The Company's financial performance for the year under review along with previous year's figures is given hereunder

Financial highlights
Revenues-Standalone

Revenue for the year ended 31st March 2025 stands at Rs.2,108.27 lakhs as compared to Rs.1324.53 lakhs the same period
last year. The Company's revenues increased by about 59.17% over the previous year.

Revenues-Consolidated

There is no contribution of revenues from the wholly owned subsidiaries as these companies were not operational north
in US and Portugal. Hence on account of consolidation, there are no additional revenues.

Profits- Standalone

The Company had incurred a net loss of Rs. 1051.35 lakh (before tax) on account of recognition of foreign exchange
variation on FCCBs. The Company has earned a net profit of Rs. 241.75 Lakhs prior to recognition of foreign exchange
variation as against a net profit Rs. 81.89 Lakhs (before tax) in the previous year.

Profits-Consolidated

Capital Expenditure on Tangible Assets-Standalone

During the year, additions to fixed assets were marginal,
similar to the previous year.

2. Dividend.

No Dividend is being proposed for the current financial
year to conserve resources.

3. Subsidiaries, Joint Ventures and Associate
Companies.

During the year the Subsidiary companies could not
commence operations.

Statement pursuant to Section 129 Subsection (3)(i) of
the Companies Act 2013, read with Rule 5 of Companies
Accounts Rules, 2014 relating to financial statements of
subsidiary companies as formatted in AOC-1 form has been
attached as Annexure- I to this report.

4. Remuneration Policy.

Your Directors have on the recommendation of the
Nomination & Remuneration Committee, framed a
policy for selection and appointment of Directors,
Senior Management Personnel and their remuneration in
accordance with Section 197 of the Companies Act, 2013
and Regulation 19 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirement)
Regulations, 2015 (including any statutory modification(s)
or re-enactment(s) for the time being in force).

The salient aspects covered in the Nomination and
Remuneration Policy have been outlined in the Corporate
Governance Report which forms part of this report.

The remuneration paid to your Directors and Managerial
Personnel is in accordance with the Nomination and
Remuneration Policy thus formulated.

The information required under Section 197 (12) of the Act
read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed as Annexure - II.

5. Declaration by Independent Directors.

Pursuant to sub section (6) of Section 149 of the Companies
Act, 2013 and Regulation 16(1)(b) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015, all the Independent
Directors of your Company have given declaration that
they have met the criteria of independence as required
under the Act and the regulations

6. Formal Annual Evaluation of Performance
of the Board and its Committees.

SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, mandates that the Board shall monitor
and review the board evaluation framework.

The framework includes evaluation of directors on
parameters such as

• Peer Evaluation

• Decision Making

• Analysis of Information

• Board Dynamics & Relationships

• Corporate Strategy

• Participation at Board Committees

The Companies Act 2013 states that a formal evaluation
needs to be made by the board of its own performance and
that of its committees and individual directors. Schedule
IV to the Companies Act States that the performance
evaluation of independent directors shall be done by the
entire board of directors excluding the director being
evaluated.

The evaluation process has been explained in Corporate
Governance Report.

7. Board Committees.

Detailed composition of the mandatory Board committees
namely Audit Committee, Nomination and Remuneration
Committee, Stakeholders Grievances' Committee, number
of meetings held during the year under review and other
related details are set out in the Corporate Governance
Report which forms a part of this Report.

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

*Upto 09-01-2025
# from 07-02-2025

Corporate Social Responsibility Committee

8. Deposits.

The Company has neither accepted nor renewed any deposits during the year under review. There are no outstanding
deposits.

9. Particulars of Loans, Guarantees or Investments Made under Section 186 of the Companies
Act, 2013.

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013
during the year under review.

10. Disclosures under Sexual Harassment of Women at Workplace.

In accordance with the provisions of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company is required to have an Anti- sexual harassment policy through which an Internal
Complaints Committee is constituted. The said committee meets at regular intervals to redress any complaints received
by the committee in these lines and after due deliberation aims at disposing off the complaints. However, there has been
no such complaint filed within the company till date.

11. Significant and Material Orders Passed by the Regulators or Court.

During the year under review there are no material adverse orders passed by regulators or court

12. Material changes and commitments, if any affecting the financial position of the company
occurred between the end of the financial year to which these financial statements relate and
the date of the report.

There are no significant events which are affecting the financial position of the company subsequent to the balance sheet
date.

All FCCBs issued by the company to investors in 2018 have been converted into equity shares of Rs. 2/- each at such
prices computed in accordance with the SEBI (ICDR) regulations and other regulations as applicable.

However, the bond holders have requested for allotment of equity shares for the amount equivalent to the interest accrued
on the FCCBs. The company is now considering the same and is seeking necessary approvals from the shareholders and
regulators as applicable and the same shall be completed in the ensuing period.

Further details on the FCCBs issued by the company are disclosed at Note No: 33 to the financial statements.

13. Particulars of Contracts or Arrangements made with Related Parties.

All Contracts/arrangements/transactions entered by the company during the financial year 2024-25 with related parties
were in the ordinary course of business and on an arm's length basis.

In this regard, we draw your attention to Note No: 31 containing a Statement Pursuant to Clause (h) of sub section 134 of
the companies Act 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014, to the financial statements which sets
out related party disclosures.

14. Number of Board meetings conducted during the year under review.

The directors of the company have met Nine (9) times during the financial year under review for the purposes of
discussing the affairs of the company and its business, the details of which are listed below:

15. Vigil Mechanism

The Company has established a vigil mechanism and
oversees through the committee, the genuine concerns
expressed by the employees and other Directors. The
Company has also provided adequate safeguards against
victimization of employees and Directors who express
their concerns. The Company has also provided direct
access to the chairman of the Audit Committee on
reporting issues concerning the interests of co employees
and the Company. The company has also set out a whistle
blower policy in terms of the SEBI (Listing Obligation
and Disclosure Requirements) Regulations 2015, so as to
ensure that the business is conducted with integrity and
the company's financial information is accurate.

The Policy on Vigil Mechanism and whistle blower policy
may be accessed on the company's website.

16. Training of independent directors

Whenever, new Non-executive and Independent Directors
are inducted in the Board they are introduced to our
Company's culture through appropriate orientation session
and they are also introduced to our organization structure,
our business, constitution, Board procedures, our major
risks and management strategy.

17. Directors Responsibility Statement

Pursuant to the requirement under Section 134 (3) (c)
of the Companies Act 2013 with respect to Directors
Responsibility Statement, it is hereby confirmed.

i. That in the preparation of the Annual Accounts for
the financial year ended March 31, 2025 the applicable
accounting standards had been followed along with
proper explanation relating to material departures.

ii. The Directors have selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at the end of the financial year and of the
profit and loss of the Company for that period.

iii. That the Directors had taken proper and sufficient
care towards the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and
other irregularities.

iv. That the Directors had prepared the accounts for
the financial year ended March 31, 2025 on a going
concern' basis.

v. That proper internal financial controls were in place
and that the financial controls were adequate and were
operating effectively

vi. That systems to ensure compliance with the provision
of all applicable laws were in place and were adequate
and operating effectively.

18. Extract of Annual Return

Form MGT 9 containing details, forming part of the extract
of the Annual return is disclosed on the website of the

company at www.orchasp.com/investors. [pursuant to the
provisions of Section 92 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014].

19. Statement concerning development and
implementation of Risk Management Policy
of the company.

The Risk Management framework is not applicable to the
Company as per the statute for the current period.

20. Details of Policy developed and
implemented by the company on its
Corporate Social Responsibility initiatives.

Pursuant to Section 135 of the Companies Act, 2013 every
Company having

• Net worth of rupees five hundred crore or more, or

• Turnover of rupees one thousand crore or more or

• Net profit of rupees five crore or more

during any financial year, shall constitute a Corporate
Social Responsibility Committee of the Board consisting of
three or more directors, out of which at least one director
shall be an independent director.

During the financial year 2018-19, on the basis of the Net
Profit earned, the company qualified for Corporate Social
Responsibility initiatives. The company has constituted
a committee for the same (as provided under "Board's
Committee” - Point No. 9). The company shall plan and
implement the CSR activities in due course.

21. Transfer of Unclaimed Dividend to
Investor Protection Fund.

The provisions of Section 125(2) of the Companies Act,
2013 do not apply as there was no dividend declared and
paid last year.

22. Adequacy of Internal Financial Controls

The Company has established and is maintaining internal
controls and procedures. The Board of Directors have
evaluated the effectiveness of the Company's internal
controls and procedures and confirm that they are
adequate based on the size and the nature of its business.

23. Internal Audit

The Company has a well-established system of Internal
Audit which carries out audit on Risk Management
framework covering all the functions.

24. Auditors and Auditors report

Statutory Auditors

M/s J M T Associates have been appointed as statutory
auditors from the conclusion of the 30th Annual General
meeting until the conclusion of 31st Annual General
Meeting.

The company proposes to appoint M/s J M T Associates
as statutory auditors for a further period of 4 years i.e.

up to conclusion of 35th Annual General Meeting of the
company. Hence resolution to this effect is included in the
Notice to the 31st Annual General Meeting.

Secretarial Auditor

The Board has appointed Ms. T. Durga Pallavi, Practising
Company Secretary, Hyderabad to conduct Secretarial
Audit for the financial year 2024-25. The Secretarial
Audit report as issued by Ms. T. Durga Pallavi Rao for the
financial year ended March 31, 2025 is annexed herewith in
Annexure-III.

The company proposes to appoint Ms. T. Durga Pallavi,
Practising Company Secretary as Secretarial auditor for
a period of 5 years i.e. up to conclusion of 34th Annual
General Meeting of the company. Hence resolution to this
effect is included in the Notice to the 31st Annual General
Meeting.

25. Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and
Outgo.

The detailed information as required under Section 134
(3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished under
Annexure IV as attached to this report.

26. Corporate Governance

Pursuant to Regulation 27 of the SEBI (Listing Obligation
and Disclosure Requirement) Regulations, 2015, a separate
report on corporate governance has been included in this
Annual Report in Annexure -V together with a certificate
from the Practicing Company Secretary regarding
compliance of conditions of Corporate Governance.

All Board members and senior management personnel
have affirmed compliance with the Code of Conduct for
the year 2024-25. A declaration to this effect signed by
the Managing Director of the Company is contained in this
Annual Report.

27. Management Discussion and Analysis

Management Discussion and Analysis Report forms a part
of the Annual Report - Annexure -VI

28. Explanation or comments on emphasis
of matters or qualifications or reservations
or adverse remarks or disclaimers made by
the auditors and the practicing company
secretary in their reports.

The statutory auditors have expressed a qualified opinion
on the financial statements of the company pertaining to

a. Investment in Wholly Owned Subsidiary at Portugal
viz Cybermate International, Unipessoal, LDA

b. We clarify that the Portuguese authority has
issued a notice of cancellation of the Certificate
of Incorporation of the WOS due to non-filing of
statutory information. We are considering transferring
the investment to another subsidiary and rectifying
the non-compliance. We have been provided the final
amounts due and pending compliances after which
we propose to transfer the investment to another

subsidiary. We will be completing the compliances
during the present quarter.

c. Non-Receipt of trade receivables and payables due
for more than 6 months.

We are of the opinion that the delays have been
caused due to adverse conditions prevailing in the
business and financial markets. We have extended
our timelines by another six months for realizing of
debtors due to adverse market conditions.

29. Shares

Buy back of Securities.

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

Sweat Equity

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

Bonus Shares

No Bonus Shares were issued during the financial year
under review.

Employees Stock Option Plan

The Company has not provided for any Stock Options to
its employees during the financial year under review.

30. Disclosures

We are attaching Certification of Corporate Governance -
Annexure-VII and Certification of Non-Disqualification of
Directors - Annexure-VIII and Certification of MD and CFO
as Annexure-IX.

31. Acknowledgement

Your directors place on records their sincere thanks to
their employees, bankers, business associates, consultants,
Legal Advisors and various government authorities for
their continued support extended to your Company's
activities during the financial year under review. Your
directors also acknowledge gratefully for your support and
for the confidence reposed on this Company.

By Order of the Board of Directors of
Orchasp Limited

P. Chandra Sekhar
Chairman, MD & CFO
DIN: 01647212

Place: Hyderabad
Date: 30-08-2025