Orient Technologies Limited — Proxy Solicitation & Information Statement 2026

Feb 24, 2026

Date: February 24, 2026

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To, The Manager Listing Department Bombay Stock Exchange (BSE) Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001 Scrip Code: 544235	To, The Manager Listing Department National Stock Exchange (NSE) Exchange Plaza, 5th Floor Plot No. C/1, G-Block Bandra-Kurla Complex Bandra (E), Mumbai - 400 051 Symbol: ORIENTTECH

Sub: Intimation pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Dear Sir/Madam,

Pursuant to Regulation 30 read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulation”), we hereby enclose a copy of the Postal Ballot Notice approved by the Board of Directors of the Company dated February 13, 2026, along with the explanatory statement and remote e-voting instructions (“Postal Ballot Notice”). This notice is being sent to the members whose names appear on the Register of Members/List of Beneficial Owners as on February 20, 2026, being the cutoff date for the purpose. It is being sent in electronic form to those shareholders whose email address is registered with MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) , the Company’s Registrar and Share Transfer Agent ("RTA").

The Company has engaged National Securities Depository Limited (NSDL) for providing the e-voting facility to all its members.

The E-voting facility will commence from Wednesday, February 25, 2026, at 09:00 a.m. (IST) and will end on Thursday, March 26, 2026, at 05:00 p.m. (IST). The e-voting will be disabled by NSDL for voting thereafter.

The Postal Ballot Notice seeks approval of members of Orient Technologies Limited (“the Company”) in respect of the following resolution through remote e-voting.

S. No.	Brief Particulars of the Resolution	Type of Resolution
1	To consider and, if thought fit, approve the extension of the timeline for utilization of the proceeds of the Public Issue, as disclosed in the Company’s Prospectus dated August 26, 2024, up to March 31, 2027.	Special Resolution

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The Postal Ballot Notice is also being uploaded on the website of the Company at https://www.orientindia.in/ as well as on the website of the NSDL at www.evoting.nsdl.com and on the websites of the Stock Exchanges, i.e. National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) at www.nseindia.com and www.bseindia.com respectively.

We request you to take the afore-mentioned information in record and oblige.

Thanking You,

For ORIENT TECHNOLOGIES LIMITED (formerly known as Orient Technologies Private limited)

Ajay Baliram Digitally signed by Ajay Baliram Sawant Sawant Date: 2026.02.24 14:56:17 +05'30' Ajay Baliram Sawant Chairman and Managing Director DIN:00111001

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ORIENT TECHNOLOGIES LIMITED

(Formerly known as Orient Technologies Private Limited) Registered Office: 502, 5th Floor, Ackruti Star, Central Road, MIDC, Opp. Ackruti Centre Point, Andheri (East) Mumbai-400093.

E-mail: complianceofficer@orientindia.net; Website: www.orientindia.in; Tel: +91 22 42928777

CIN: L64200MH1997PLC109219

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 each as amended, and applicable Circulars issued by the Ministry of Corporate Affairs, Government of India, from time to time]

Dear Members,

NOTICE is hereby given that pursuant to the provisions of Section 110 read with Section 108 and all other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force and in compliance with the applicable guidelines / circulars / rules issued by the Ministry of Corporate Affairs (“MCA”) from time to time latest being General Circular No. 03/2025 dated September 22, 2025, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, and other applicable laws and regulations, if any, the following special businesses are proposed to be passed by the Members of Orient Technologies Limited (“Orient”) by way of Postal Ballot through voting by electronic means (“remote e-voting”).

In terms of the requirements specified in the MCA Circulars, the Company is sending this Notice in electronic form only to those Members whose email addresses are registered with the Company/ Depositories/Registrar and Transfer Agent (‘RTA’). Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the remote e-voting system. The detailed procedure for remote e-voting forms part of the ‘Notes’ section to this Notice.

Pursuant to Sections 102 and 110 and other applicable provisions of the Act, the statement setting out the material facts and the reasons / rationale pertaining to the said Resolutions is annexed to this Postal Ballot Notice for your consideration and forms a part of this Postal Ballot Notice.

Pursuant to Rule 22(5) of Companies (Management & Administration) Rules, 2014, the Board of Directors of the Company has appointed CS Alwyn D’Souza, of M/s Alwyn D’Souza & Co., Practicing Company Secretary (Membership No. FCS 5559 & Certificate of Practice No. 5137) or failing him Mr. Jay D’Souza (Membership No. FCS 3058 and Certificate of Practice No. 6915) as the Scrutinizer for conducting the postal ballot (e-voting process) in a fair and transparent manner and required consent for such appointment has been received.

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In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of National Securities Depository Limited (“NSDL”) for providing remote e-Voting facility to all its members.

The Members (whether holding shares in demat form or in physical form) are requested to read the related notes to this Postal Ballot Notice and instructions given thereunder carefully and cast their votes by e-Voting. The remote e-Voting period commences on 9:00 A.M. (IST) on Wednesday, February 25, 2026, and ends at 5.00 P.M. (IST) on Thursday, March 26, 2026. (both days inclusive). Members are requested to carefully read the instructions while expressing their assent or dissent and cast vote via remote e-voting by not later than the close of working hours at 5.00 P.M. (IST) on Thursday, March 26, 2026.

Special Business:

RESOLUTION NO 1: TO CONSIDER AND APPROVE THE EXTENSION OF THE TIMELINE FOR UTILIZATION OF THE PROCEEDS OF THE PUBLIC ISSUE, AS DISCLOSED IN THE COMPANY’S PROSPECTUS DATED AUGUST 26, 2024, UP TO MARCH 31, 2027.

“RESOLVED THAT pursuant to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, rules and regulations, and subject to such approvals as may be required, the consent of the members be and is hereby accorded on the recommendations of the Board of Directors to further extend the timeline for utilization of the unutilized proceeds of the Public Issue, as disclosed in the Prospectus dated August 26, 2024, up to March 31, 2027.

RESOLVED FURTHER THAT the Board hereby notes that:

• the original timeline for utilization of the Public Issue proceeds was March 31, 2025;

• the board as well as the members of the company had earlier approved extension of the timeline up to March 31, 2026; and

• the present approval relates to a further extension up to March 31, 2027, without any change in the objects of the issue.

RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorized to make necessary disclosures, filings and intimations to the stock exchanges, SEBI and/or any other statutory or regulatory authorities, and to do all such acts, deeds and things as may be necessary or incidental to give effect to this resolution.”

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BY ORDER OF THE BOARD OF DIRECTORS FOR ORIENT TECHNOLOGIES LIMITED

SD/AJAY SAWANT Chairman and Managing Director DIN:00111001

Registered Address: 502, Ackruti Star, Central Road, MIDC, Andheri east, Mumbai- 400093.

Place: Mumbai Date: February 13, 2026

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NOTES :

1. The explanatory statement pursuant to Section 102 of the Companies Act, 2013 stating all material facts and the reasons for the proposal is annexed herewith.

2. The Ministry of Corporate Affairs (‘MCA’), vide its General Circular No. 03/2025 dated September 22, 2025 and related circulars issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as “MCA Circulars”) from time to time and any other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), to transact the Special Business as set out hereunder by way of postal ballot only through remote e-voting (“e-voting”).

3. In compliance with the provisions of the MCA Circulars, members can vote only through the remote e-voting. Accordingly, a physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the members for this postal ballot. The communication of the assent or dissent of the members would only take place through the remote e-voting system. Members whose names appear on the Register of Members/List of Beneficial Owners as on the Cutoff date will be entitled to cast their votes by e-voting.

4. To support the ‘Green Initiative’, the Members who have not registered their e- mail addresses are requested to register the same with your depository participants.

5. In terms of provisions of Section 107, 108 and 110 of the Companies Act, 2013 and MCA Circulars read with Regulation 44 of the SEBI Listing Regulations, facility to the members to exercise their votes electronically and vote on the resolutions through the e-voting service facility is arranged by National Securities Depository Limited (“NSDL”). The instructions for remote e-voting forms part of this Postal Ballot Notice.

6. The voting rights of Members for remote e-voting shall be in proportion to their shares in the equity share capital of the Company as on cut-off date i.e. February 20, 2026.

7. The remote e-voting period commences at 9:00 A.M. (IST) on Wednesday, February 25, 2026, and ends at 5.00 P.M. (IST) on Thursday, March 26, 2026.

The remote e-voting will not be allowed beyond the aforesaid date and time, and the e-voting module shall be forthwith disabled by National Securities Depository Limited (“NSDL”) upon the expiry of the aforesaid period.

1. The e-voting Event number, User ID and Password along with detailed instructions for e-voting are provided in the notice of e-voting, being sent along with the Postal Ballot Notice.

2. Resolutions passed by the members through the postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members.

3. The Postal Ballot Notice is also available on the website of the Company at www.orientindia.in and on the website of NSDL at www.evoting@nsdl.com

4. The resolution, if passed by the requisite majority, shall be deemed to have been passed on March 26, 2026, i.e., the last date specified for receipt of votes through e-voting.

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• 12.The Board of Directors have appointed CS Alwyn D’souza, Partner of M/s Alwyn D’Souza & Co., Practising Company Secretary (Membership No. FCS 5559 & Certificate of Practice No. 5137) or failing him Mr. Jay D’Souza (Membership No. FCS 3058 and Certificate of Practice No. 6915), as the Scrutinizer for conducting the e-voting process in accordance with law and in a fair and transparent manner. The Scrutinizer shall, immediately unblock the votes and within a period not later than 2 (two) working days from the conclusion of the remote e-voting, submit it forthwith to the Chairman of the Company.

The result declared along with the Scrutinizer's Report shall be placed on the Company's website www.orientindia.in and on the website of NSDL at www.evoting@nsdl.com immediately. The Company shall simultaneously forward the results to the National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed.

1. For any investor-related queries, communication may be sent by e-mail to the Company at complianceofficer@orientindia.net

2. The Investor-related queries may also be addressed to the Registrar & Share Transfer Agent, MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) at the following address: C-101, 1[st] Floor,247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400083 Maharashtra, India Tel. no: +91-22- 49186000 E- mail- rnt.helpdesk@linkintime.co.in

3. For effecting changes in email/address/bank details/ECS (Electronic Clearing Service) mandate, members are requested to notify: (i) MUFG Intime, if shares are held in physical form; and (ii) their respective Depository Participant (DP), if shares are held in electronic form.

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THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING ARE AS UNDER:

The e-voting period begins at 9:00 A.M. (IST) on Wednesday, February 25, 2026, from 9.00 A.M. (IST) and ends at 5.00 P.M. (IST) on Thursday, March 26, 2026. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of February 20, 2026, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

In terms of SEBI circular no. SEBI/HO/ CFD/CMD/CIR/P/2020/ 242 dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

The Instructions for e-voting are as follows:

Please read the instructions printed below before exercising your vote:

These details and instructions form an integral part of the Notice in respect of Postal Ballot.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020, on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

elow:
Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depositorysite whereinyou can see e-Voting page. Click on

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company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “ Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

4. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at www.evoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001

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1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’, and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

6. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at www.evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

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1. Now you are ready for e-Voting as the Voting page opens.

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1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

2. Upon confirmation, the message “Vote cast successfully” will be displayed.

3. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

4. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to alwyn.co@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Mr. Suketh Shetty at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to complianceofficer@orientindia.net

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) to complianceofficer@orientindia.net. If you are an Individual shareholders holding securities in demat mode, you are

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requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

1. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

BY ORDER OF THE BOARD OF DIRECTORS FOR ORIENT TECHNOLOGIES LIMITED

SD/AJAY SAWANT Chairman and Managing Director DIN:00111001

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 AND 110 OF THE COMPANIES ACT, 2013

ITEM NO.1 To consider and, if thought fit, approve the extension of the timeline for utilization of the proceeds of the Public Issue, as disclosed in the Company’s Prospectus dated August 26, 2024, up to March 31, 2027.

The Company filed its Prospectus dated August 26, 2024, with the Registrar of Companies, Mumbai, in connection with its Initial Public Offering (IPO) of its Equity Shares of ₹10/- each. The Equity Shares are presently listed on BSE Limited and the National Stock Exchange of India Limited (together, the “Stock Exchanges”).

Pursuant to the Prospectus dated 26th August, 2024, the Offer comprised of 10,425,242 (One Crore Four Lakhs Twenty-Five Thousand Two Hundred Forty Two) equity shares of face value of ₹ 10 (Rupees Ten only) each of the Company (Equity Shares) through fresh issue up to 5,825,242 (Fifty-Eight Lakhs Twenty-Five Thousand Two Hundred Forty Two) Equity Shares aggregating up to ₹ 1,200.00 million and an offer for sale by Mr. Ajay Baliram Sawant aggregating 1,150,000 (Eleven Lakhs Fifty Thousand) Equity Shares, Mr. Umesh Navnitlal Shah aggregating 1,150,000 (Eleven Lakhs Fifty Thousand) Equity Shares, Mr. Ujwal Arvind Mhatre aggregating 1,150,000 (Eleven Lakhs Fifty Thousand) Equity Shares, and Mr. Jayesh Manharlal Shah aggregating 1,150,000 (Eleven Lakhs Fifty Thousand) Equity Shares (“offer for sale”)

The utilization of the Net Proceeds of the Offer was proposed to be deployed in the following manner, as set forth under Section III – Introduction: Objects of the offer in the Prospectus dated August 26, 2024.

The schedule of deployment as disclosed in the Prospectus and the associated changes as on date of notice appended:

Objects of the issue	Amount in crores grouped for each objects	Amount utilized till 12.02.2026 in crores	Balance unutilized amount in crores	Change in implementation timelines
Acquisition of Office Premise at Navi Mumbai	10.35	10.35	Nil	NA
Purchase of equipment for setting up of NOC and SOC at Navi Mumbai Property	10.08	4.88	5.20	The balance amount, as may be outstanding as on March,31 2026 shall be transferred to DaaS.
Purchase of equipment and devices to offer DaaS, renting/operating lease offering as a Service by our Company	69.57	23.41	46.16	Implementation postponed to Fiscal 2027 to align with the customer requirements; changes in vendor, specifications, and quantity
General Corporate Purpose	17.93	17.93	Nil	NA
Total	107.93	56.57	51.36*

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*Note: The unutilised amount stated above is as on February 12, 2026 and is subject to change based on payments to be made up to March 31, 2026. The final unutilised balance as on March 31, 2026, after such adjustments, will be carried forward for utilisation in the next financial year.

Background and Purpose of the Change

The Board of Directors proposes to extend the timeline for utilisation of the unutilised IPO proceeds and revise the deployment schedule in order to align fund utilisation with current business requirements. This includes reallocation of savings arising from cost optimisation in the purchase of equipment for the Network Operations Centre (NOC) and Security Operations Centre (SOC) at the Navi Mumbai facility towards the Device-as-a-Service (DaaS) business, as well as extension of the utilisation period to facilitate calibrated and efficient deployment of funds.

The proposed changes are intended to improve capital efficiency and ensure alignment with market developments, operational priorities, and evolving technological and customer requirements.

These proposed changes are in accordance with the clause stated on page 128 of the Prospectus and are subject to approval by Shareholders through a Special Resolution (Postal Ballot Notice) in line with the requirements under Sections 13(8) and 27 of the Companies Act, 2013 and Regulation 59 and Schedule XX of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (‘SEBI ICDR Regulations’) regarding Variation in Objects of the Offer.

As per the clause in the Prospectus (Page 128):

“All quotations received from the vendors mentioned above are valid as on the date of this Prospectus. We have not entered into any definitive agreements with any of these vendors and we cannot assure you that the same vendors would be engaged to eventually supply the equipment or at the same costs. Further, the purchase of equipment and the proposed deployment is subject to final terms and conditions agreed with the supplier including finalisation of price, payment/credit terms, delivery schedule, technology advancement and other market factors prevailing at that time. The quantity of equipment to be purchased is based on the current management estimates. Any increase in costs in excess of the estimated cost shall be funded from general corporate purpose, debt arrangements or through internal accruals.”

While the overall IPO objects remain unchanged, specific modifications are proposed as follows:

1. Saving in Purchase of Equipment for NOC and SOC at Navi Mumbai Property, balance unutilized now transferred for DaaS:

For the purchase of equipment for setting up the NOC and SOC at the Navi Mumbai property, the Company had allocated ₹ 7.28 crore funds for the purchase of certain equipment as part of its planned capital expenditure program.

Subsequently, based on a detailed review of operational requirements, technology options, and commercial considerations, the Company has implemented a revised procurement approach. This has resulted in optimization of the equipment configuration and overall project cost, leading to savings in the originally approved budget.

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In view of the above, a portion of the allocated funds remains unutilised. The Company, after due evaluation and considering the evolving business model and customer requirements, has proposed the reallocation of such unutilised amount towards the Company’s Device-as-a-Service (DaaS) business segment. The DaaS model is aligned with the Company’s strategic objective of expanding recurring revenue streams and strengthening its managed services portfolio.

The proposed transfer of unutilised funds does not affect the operational capability of the original equipment plan, which continues to be adequately funded and implemented as revised. The reallocation is expected to enhance asset utilisation efficiency and support growth in a higher-return business segment.

2. Revision in the Schedule for Deployment of Unutilised IPO Proceeds:

The Company has adopted a prudent, disciplined, and governance-oriented approach towards the deployment of the proceeds raised through the Initial Public Offering (IPO) under its Device-as-a-Service (DaaS) programme. The deployment strategy is focused on ensuring optimal capital utilisation while maintaining strong risk management and longterm value creation.

Under the DaaS model, customer onboarding is undertaken only after a comprehensive evaluation process. This includes a detailed assessment of the customer’s creditworthiness, financial strength, profitability track record, operational stability, and demonstrated ability to meet periodic rental obligations. The objective of this rigorous screening mechanism is to minimise credit risk and ensure timely recovery of investments. In addition to financial due diligence, the Company evaluates the potential for long-term strategic engagement with customers, including opportunities for services-led offerings such as managed services, support, and other value-added solutions. This integrated approach enables the Company to enhance revenue visibility, improve customer stickiness, and build sustainable business relationships over the lifecycle of the engagement.

Given the Company’s emphasis on quality customer acquisition and risk-calibrated deployment, the pace of fund utilisation has been aligned with the availability of suitable opportunities that meet the Company’s internal governance and return thresholds. As a result of these stringent selection and capital allocation measures, an amount of approximately ₹ 46.16 crore out of the IPO proceeds remains unutilised as on date.

The Company expects to deploy the balance funds in a phased manner over the course of the next financial year, in line with the objects of the issue and evolving business requirements under the DaaS segment, in the form of DaaS/ renting/ operating lease/ finance lease offering as a service by our company.

Accordingly, in order to enable efficient and judicious deployment of the unutilised funds and to align the utilisation schedule with the current business outlook, the approval of the shareholders is being sought for extension of the timeline for utilisation of the aforesaid unutilised IPO proceeds up to March 31, 2027.

The Board believes that the proposed extension is in the best interests of the Company and its stakeholders.

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Impact of the Proposed Change

The proposed reallocation of savings from the NOC and SOC equipment budget and the revision in the timeline for utilisation of unutilised IPO proceeds are expected to have a positive operational and financial impact on the Company.

The optimisation in the procurement plan for the NOC and SOC at the Navi Mumbai facility has resulted in cost efficiencies without compromising the operational scope, performance capability, or implementation of the project. The revised equipment configuration adequately meets the Company’s operational and security requirements. Accordingly, the proposed reallocation of the savings of unutilized amount as on March 31, 2026 will be transferred to the Device-as-a-Service (DaaS) business will not have any adverse impact on the original project or the Company’s infrastructure readiness.

The reallocation of the unutilised funds to the DaaS segment will enable the Company to deploy capital in a business area that offers scalable growth potential, improved asset utilisation, and enhanced recurring revenue visibility. This is aligned with the Company’s strategic focus on strengthening its services-led and annuity-based revenue model.

Further, the proposed extension of the timeline for utilisation of the balance IPO proceeds up to March 31, 2027 will provide the Company with adequate flexibility to deploy funds in a calibrated and risk-managed manner. The extended timeline will allow the Company to onboard customers selectively after appropriate credit and commercial evaluation, thereby ensuring prudent capital deployment and protection of shareholder value.

The proposed changes do not alter the overall objects of the issue and are intended to improve capital efficiency, optimise returns, and support sustainable long-term growth. There is no adverse impact on the Company’s operations, financial position, or ability to execute its stated business plans.

The Board believes that the proposed reallocation and timeline extension are in the best interests of the Company and its stakeholders.

None of the Directors, Key Managerial Personnel, or their relatives have any interest in this resolution, except to the extent of their shareholding in the Company.

BY ORDER OF THE BOARD OF DIRECTORS FOR ORIENT TECHNOLOGIES LIMITED SD/AJAY SAWANT Chairman and Managing Director DIN:00111001

Registered Address:

502, Ackruti Star, Central Road, MIDC, Andheri east, Mumbai- 400093. Place: Mumbai Date: February 13, 2026

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