Directors Report of Orkla India Ltd.

Mar 31, 2026

We are pleased to present the Board''s Report of Orkla India Limited (formerly known as "Orkla India Private Limited" and "MTR Foods Private Limited") ("Company"), together with the audited financial statements and the Auditor''s Report, for the financial year ended March 31, 2026.

In compliance with the applicable provisions of the Companies Act, 2013, ("the Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this Board''s Report is prepared based on the standalone financial statements of your Company for the year under review and also presents the key highlights of performance of the subsidiary, joint venture, and associate companies and their contribution to the overall performance of your Company during the year under review.

1. OVERVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The summary of the standalone and consolidated financial results of your Company for the financial year ended March 31,2026 are as under:

(Amount In INR million)
Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from operations	24,638.9	23,701.2	25,091.4	23,947.1
Other income	412.6	606.9	414.3	605.3
Total Income	25,051.5	24,308.1	25,505.7	24,552.4
Total expenditure	(21,103.3)	(20,442.4)	(21,510.7)	(20,661.5)
Profit / (Loss) before Exceptional and Extraordinary items and Tax	3,948.2	3,865.7	3,995.0	3,890.9
Less: Exceptional items (net)	(166.6)	(336.4)	(166.6)	(336.4)
Add: Share of Profit/(Loss) from Associates	-	-	(4.3)	(4.0)
Profit before tax	3,781.6	3,529.3	3,824.1	3,550.5
Less: Current tax & tax of earlier years	(839.4)	(855.5)	(842.7)	(857.2)
Less: Deferred tax	(124.6)	(134.4)	(124.7)	(136.4)
Profit or loss after tax	2,817.6	2,539.4	2,856.7	2,556.9
Other comprehensive income/(loss)	(18.2)	(39.3)	1.3	(35.6)
Total comprehensive income for the year	2,799.4	2,500.1	2,858.0	2,521.3

The Standalone and Consolidated Financial Statements of your Company for the financial year ended March 31,2026 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

On a standalone basis, the revenue from operations for the financial year ended March 31, 2026 increased to INR 24,638.9 million as against INR 23,701.2 million in the previous financial year. The Profit before Exceptional and Extraordinary items and Tax for the financial year ended March 31, 2026 stood at INR 3,948.2 million as compared to INR 3,865.7 million in the previous financial year. Your Company registered profit after tax of INR 2,817.6 million as against INR 2,539.4 million in the previous financial year.

On a consolidated basis, the revenue from operations for the financial year ended March 31, 2026 increased to INR 25,091.4 million as against INR 23,947.1 million in the previous financial year. The Profit before Exceptional and Extraordinary items and Tax for the financial year ended March 31, 2026 stood at INR 3,995.0 million as compared to INR 3,890.9 million in the previous financial year. Your Company registered a profit after tax of INR 2,856.7 million as against INR 2,556.9 million in the previous financial year.

2. STRATEGIC INITIATIVES

Business Performance

The Indian macroeconomic environment remained resilient during the year under review, underpinned by healthy GDP growth and improving consumption trends. The policy landscape continued to be supportive, with initiatives such as GST simplification and sustained fiscal and monetary measures aiding consumption and accelerating formalization. Inflation moderated from earlier elevated levels during most of the year, although early signs of re-emergence were observed in the fourth quarter.

The year under review was also marked by geopolitical developments, particularly the West Asia conflict, which posed operational challenges through elevated freight costs, port disruptions, and extended transit timelines. In this backdrop, your Company remained focused on safeguarding supply chain continuity and ensuring uninterrupted product availability for consumers and partners. Notwithstanding these external challenges, the International Business demonstrated resilience.

Your Company continued to leverage its well-established brands- MTR and Eastern, which enjoy strong consumer trust and regional relevance, and continued to build on its deep

understanding of regional cuisines and preferences to drive focused product innovation and category expansion. Your Company maintained its leadership position in spices and convenience foods, particularly in Southern India, supported by its strong brand equity and an extensive distribution network.

Spices

The Spices business operated in a largely deflationary environment for a significant part of the financial year ended March 31,2026 (FY''26), which impacted revenue growth. Towards the end of the year, inflationary trends began to reappear across key spice commodities. Despite this backdrop, your Company maintained its focus on delivering volume-led growth through disciplined execution, while protecting profitability through calibrated pricing and effective cost management.

During the year, the Spices segment recorded a revenue growth of 3.0%, driven by robust volume growth of 6.4%. Growth was supported by deeper market penetration through targeted consumer activations, enabling expansion of reach and incremental consumption. Innovation continued to be anchored in strong understanding of regional culinary preferences.

During the year, your Company launched MTR Prakriti, a premium, single-origin spices offering, positioned as a digital-first brand. With a dedicated direct-to-consumer platform and a digital commerce-led model, MTR Prakriti aims to cater to an all-India consumer base, particularly in metropolitan markets, while enhancing consumer access beyond traditional distribution channels.

Convenience Foods

The Convenience Foods portfolio delivered a strong growth of 11.1% in FY''26, reflecting increasing consumer preference for convenience-led offerings. The portfolio is structured across three key platforms—Breakfast, Meals and Sweets—all of which recorded healthy growth during the year. The Breakfast segment continued to perform well, driven by the mixes portfolio, while the fresh batter business is progressively scaling up and is expected to contribute meaningfully to future growth. The Meals platform registered growth primarily led by cooking aids, with continued focus on portfolio expansion. The Sweets segment, comprising both mixes and ready-to-eat offerings, demonstrated strong momentum, with ready-to-eat sweets delivering a robust growth of 44.5% during the year.

International Business

The International Business contributed to 21.0% of the total revenues and grew by 7.5% in FY''26. The year was characterized by heightened geopolitical volatility, including uncertainties arising from the West Asia conflict and tariff actions in the United States.

The Gulf Cooperation Council (GCC) region, which accounts for 72.3% of the International Business, remained resilient and recorded strong growth of 12.8%, reinforcing the strength of your Company''s franchise in the region.

Your Company responded proactively to the evolving West Asia situation through calibrated and timely interventions, with a strong emphasis on employee safety and business continuity. Supply chain resilience was effectively maintained, ensuring consistent product availability across markets, while cost impacts are being managed through a range of mitigation measures.

The North America business faced headwinds during the year due to tariff-related uncertainties, which impacted the retail environment and led to reduced inventory levels. However, underlying consumer demand remains intact, positioning the business for recovery as conditions stabilize.

Digital Commerce

Digital commerce continues to be an important growth driver for your Company. During FY''26, your Company delivered a strong growth of 38.0% in this channel, with digital commerce contributing 8.7% of domestic revenues, as compared to 6.6% in the previous year, reflecting the structural scaling of this channel.

Building on this momentum, your Company has launched Project Bolt, a focused strategic initiative to accelerate digital commerce growth. The initiative is anchored on three pillars:

(i) Development of a dedicated digital commerce playbook encompassing people, processes and technology to enable sharper execution;

(ii) Strengthening online market share with the objective of building a stronger relative presence in digital channels over time; and

(iii) Driving digital-first, channel-specific innovations aligned to evolving consumer needs.

The Board is confident that Project Bolt will significantly enhance value creation in this emerging channel.

Distribution Restructuring in Kerala

The existing distribution model of Eastern in Kerala, based on a "one system for all" approach, limits market coverage, customer focus, and targeted execution in high-potential categories such as convenience foods. In response, your Company is undertaking a strategic redesign of its distribution framework to create a more agile and segmented model. This transformation is anchored by three key priorities: (i) expanding reach and strengthening onground execution in the spices segment, (ii) accelerating growth in the convenience foods category through focused distribution and activation, and (iii) establishing a dedicated structure for standalone modern trade to drive improved market penetration and share. While this transition has led to some near-term disruption in the Kerala market, the initiatives are structural in nature and are aimed at building a stronger, more scalable, and future-ready distribution engine.

Operational Efficiency and Financial Position

Your Company continues to focus on improving operational efficiencies through initiatives such as manufacturing footprint rationalization, increased digitalization across functions, and strategic outsourcing of lower value-added categories.

Your Company maintains a strong balance sheet and continues to drive working capital efficiencies. As at March 31, 2026, your Company held a healthy cash surplus, providing financial flexibility to support strategic investments and long-term growth initiatives.

Overall, your Company delivered a resilient performance in FY''26, characterized by volume-led growth, sustained profitability and continued investment in digital capabilities. Supported by strong underlying fundamentals and a robust balance sheet, your Company is well positioned to drive consistent, profitable growth and create long-term value for its stakeholders.

People

Your Company continued to focus on building organizational capability, strengthening leadership depth, and creating longterm growth opportunities for employees, while fostering an inclusive workplace. During the year, your Company was certified as a Great Place to Work, reflecting its commitment to employee engagement and a positive work environment.

Sustainability

During the year under review, your Company continued to make progress on its sustainability agenda, with a focus on improving resource efficiency and responsible operations across its manufacturing network. Your Company remained committed to reducing environmental impact through optimization of energy, water, and waste management practices. Sustainability initiatives were guided through structured governance mechanisms to ensure alignment with organizational priorities and regulatory requirements.

3. DIVIDEND

In line with the capital allocation strategy, your Company is focused on investing in growth opportunities. Accordingly, the Board of Directors has decided not to recommend any dividend on equity shares for the financial year under review.

The Dividend Distribution Policy, pursuant to Regulation 43A of the SEBI Listing Regulations is available on the website at https:// www.orklaindia.com/wp-content/uploads/sites/3/2025/06/ Dividend-Distribution-Policy.pdf

4. TRANSFER TO RESERVES

During the financial year under review, your Company did not transfer any amount to reserves.

5. DETAILS OF HOLDING, SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES AND THEIR CONTRIBUTION TO THE PERFORMANCE OF THE COMPANY

As of March 31, 2026, your Company has one wholly owned subsidiary, two associates and one joint venture. Pursuant to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of subsidiary or associate or joint ventures is furnished in Form AOC-1 and annexed as Annexure I.

a. Holding Company

Your Company is a subsidiary of Orkla Asia Pacific Pte. Ltd., Singapore. Orkla Asia Pacific Pte. Ltd. is a subsidiary of Orkla Asia Holdings AS, Norway, which in turn is wholly owned by Orkla ASA, Norway.

b. Subsidiary Company

Your Company incorporated a wholly owned foreign subsidiary named Orkla IMEA Trading L.L.C in Dubai, UAE, on May 09, 2024, under the relevant laws of Dubai, UAE.

c. Associate Companies

Your Company has the following Associate Companies:

• Your Company invested in Pot Ful India Private Limited in December 2018 and currently holds 29.9% of its paid-up equity capital.

• In FY''25, your Company acquired 37,748 equity shares of INR 10/- each of Clean Max Aurora Private Limited representing 26% of the share capital for a purchase consideration of INR 24.6 million. Accordingly, Clean Max Aurora Private Limited is an Associate of your Company in terms of provisions of the Act as well as Electricity Act, 2003 and rules made thereunder. However, it has not been identified as an Associate in the Consolidated Financial Statement in accordance with Ind AS 28 Investment in Associates and Joint Ventures as your Company does not have significant influence over the operations of Clean Max Aurora Private Limited.

d. Joint Venture Company

Pursuant to the order passed by the Hon''ble National Company Law Tribunal, Bangalore, your Company acquired Eastern Condiments Middle East & North Africa FZC (earlier a joint venture between Eastern Condiments Private Limited and Jaleel Holdings Limited), resulting in it becoming a Joint Venture of your Company.

Other than the ones stated above, no companies have become or ceased to be subsidiaries, joint ventures or associate companies during the year.

Contributions by the respective entities during the year under review

The contributions of the Holding Company, Subsidiary Company, Associate Companies and the Joint Venture Company, to the business of your Company during the year under review are detailed in Form AOC-1 and annexed as Annexure I.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of your Company during the financial year under review.

7. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of your Company from the closure of the financial year and upto the date of this Board''s Report.

8. LISTING ON STOCK EXCHANGES

During the financial year under review, the equity shares of your Company were listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") on November 06, 2025.

Your Company successfully completed its Initial Public Offering ("IPO") of 2,28,43,004 equity shares of face value of INR 1 each, aggregating to approximately INR 16,673.3 million. The IPO comprised an offer for sale by certain existing shareholders, and your Company did not receive any proceeds from the Offer.

The Board of Directors place on record its sincere appreciation to all intermediaries associated with the IPO, viz, the Book Running Lead Managers, Legal Advisors, Registrar to the Issue and other advisors for their valuable support and guidance in the successful completion of the IPO and listing of your Company''s equity shares.

The Board also expresses its gratitude to the Securities and Exchange Board of India, the Registrar of Companies, the Registrar & Share Transfer Agents, the Depositories, the Depository Participants and the Stock Exchanges for their support and guidance during the IPO process.

The Directors thank the shareholders for their participation in the IPO and for having chosen to believe in your Company during its landmark year of the IPO, and for reposing their continued trust and confidence in your Company.

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

No significant or material orders were passed by the Regulators or Courts or Tribunals during the financial year which impact the going concern status and Company''s operations in future.

10. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has in place adequate internal financial controls, commensurate with the size of its operations and the nature of its business. These controls are regularly reviewed by the management to ensure their adequacy and effectiveness.

The details in respect of internal financial controls and its adequacy are included in the Management Discussion and Analysis, which forms part of this report.

11. DEPOSITS

During the year under review, your Company has not accepted any deposits, nor were there any outstanding deposits within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Further, your Company has been annually filing with the Registrar of Companies the requisite return in e-form DPT-3 furnishing details of transactions not considered as deposits as per Rule 2(1)(c) of the Companies (Acceptance of Deposit) Rules, 2014.

During the year under review, your Company has not obtained any unsecured loans either from Directors or their relatives.

12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company was not required to transfer any funds or equity shares to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 125 of the Act. Your Company does not have any unclaimed dividend pending for transfer to the Unpaid Dividend Account.

13. AUDITORS

Statutory Auditor

At the 28^th Annual General Meeting held on September 30, 2024, the Shareholders approved the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 101049W/E300004) as Statutory Auditor, to hold office for a period of five years from the conclusion of that Annual General Meeting till the conclusion of the 33^rd Annual General Meeting, to be held in the year 2029. The firm continued as the Statutory Auditor of your Company for the year under review.

Cost Auditor

The provisions of Section 148 of the Act, read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, are not applicable to your Company. Accordingly, your Company was not required to and has not appointed a Cost Auditor for the financial year under review, and the provisions relating to the maintenance of cost records and cost audit were not applicable.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules prescribed thereunder read with applicable provisions of the SEBI Listing Regulations, M/s. BMP & Co. LLP, Practising Company Secretaries (Firm Registration No. - L2017KR003200) were appointed to conduct the secretarial audit of your Company for the financial year 2025-26.

The Secretarial Audit Report for the financial year 2025-26 does not contain any qualification, reservation or adverse remark or disclaimer and is appended herewith as Annexure II to the Board''s Report.

Pursuant to the SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, the Annual Secretarial Compliance Report for the financial year 2025-26, issued by M/s. BMP & Co. LLP, Practicing Company Secretaries has been submitted with the stock exchanges where shares of your Company are listed, within the stipulated timeline.

Further, in compliance with Regulation 24A of SEBI Listing Regulations, as amended, the shareholders, at the Annual General Meeting held on September 24, 2025, appointed M/s. BMP & Co LLP, as Secretarial Auditor for a period of five consecutive years from FY 2025-26 till FY 2029-30, on the recommendation of the Audit Committee and Board of Directors.

Internal Auditor

M/s. Deloitte Touche Tohmatsu India LLP (LLP Identification No.: AAE-8458) were re-appointed as the Internal Auditor for the financial year 2025-26.

The Internal Auditor complements the internal team''s capabilities and brings specialized expertise. All the reports are regularly presented to the management and the Audit Committee to facilitate timely corrective actions and continuous improvement.

14. APPOINTMENT OF REGISTRAR AND TRANSFER AGENT (RTA)

During the financial year 2024-25, M/s. KFin Technologies Limited, was appointed as the Registrar and Transfer Agent. The appointment was made to ensure efficient handling of share registry and transfer-related activities in compliance with applicable regulatory requirements and contribute to improved shareholder servicing and operational efficiency. There has been no change in the RTA during the year under review.

15. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN THE REPORT

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in the report for the financial year 2025-26.

16. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return referred to in sub section (3) of Section 92 of the Act is available on the weblink - https://www.orklaindia.com/governance/ annual-returns/

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are disclosed in Annexure III to this report.

18. CORPORATE SOCIAL RESPONSIBILITY

The CSR & ESG Committee has been entrusted with the prime responsibility of recommending to the Board, the CSR activities to be undertaken by your Company in line with the CSR Policy, the amount of expenditure to be incurred and monitoring the implementation of the CSR Policy.

The CSR & ESG Committee comprised of following Directors as its members as on March 31, 2026:

1. Ms. Maria Syse-Nybraaten- Chairperson

2. Mr. Amit Jain - Member

3. Mr. Sanjay Sharma - Member

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 have been given in Annexure IV forming part of this report.

The CSR Policy is available on the website at https://www. orklaindia.com/governance/policies/ .

19. VIGIL MECHANISM

Your Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Employees, Directors and Stakeholders in conformation with the provisions of Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to report genuine concerns about unethical behaviour and to ensure strict compliance with ethical and legal standards across your Company.

This policy is available on the website at https://www. orklaindia.com/wp-content/uploads/sites/3/2025/06/ Whistleblower-Policy.pdf

20. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Mr. Sanjay Sharma was appointed as the Managing Director and Chief Executive Officer with effect from April 01, 2025, for a term of five years, at the meeting of the Board of Directors held on April 09, 2025, and approved by the shareholders at the Extra-Ordinary General meeting held on May 07, 2025. This appointment is in continuation of his earlier appointment as the Director and CEO with effect from February 01, 2009.

(ii)	Committees:
A.	Audit Committee:
	During the year under review, the Audit Committee was reconstituted. The details of the meeting of the Committee is provided in the Corporate Governance Report. The composition of the Committee, duly constituted in accordance with the Act and SEBI Listing Regulations, is given below:
	S. Name No	Category of Directorship	Position on the Committee
	1 Rashmi Satish Joshi	Independent Director	Chairperson
	2 Shantanu Maharaj Khosla	Independent Director	Member
	3 Per Haavard Skiaker Maelen	Non-Executive Director	Member
B.	Nomination and Remuneration Committee:
	During the year under review, the Nomination and Remuneration Committee (''NRC'') was reconstituted. The details of the meeting of the Committee is provided in the Corporate Governance Report. The composition of the Committee, duly constituted in accordance with the Act and SEBI Listing Regulations, is given below:
	S. Name No	Category of Directorship	Position on the Committee
	1 Amit Jain	Independent Director	Chairperson
	2 Meena Ganesh	Independent Director	Member
	3 Atle Vidar Nagel Johansen	Chairman and Non- Executive Director	Member
C.	Stakeholders'' Relationship Committee:
	The details of the meeting of the Committee is provided in the Corporate Governance Report. The composition of Stakeholders'' Relationship Committee, duly constituted in accordance with the Act and SEBI Listing Regulations, is given below:
	S. Name No	Category of Directorship	Position on the Committee
	1 Per Haavard Skiaker Maelen	Non- Executive Director	Chairperson
	2 Meena Ganesh	Independent Director	Member
	3 Atle Vidar Nagel Johansen	Chairman and Non-Executive Director	Member
	4 Sanjay Sharma	Managing Director & CEO	Member

D. Risk Management Committee:
The details of the meeting of the Committee is provided in the Corporate Governance Report. The composition of the Risk Management Committee, duly constituted in terms of SEBI Listing Regulations, is given below:
S. No	Name	Category of Directorship	Position on the Committee
1	Shantanu Maharaj Khosla	Independent Director	Chairperson
2	Rashmi Satish Joshi	Independent Director	Member
3	Maria Syse-Nybraaten	Non- Executive Director	Member
4	|Sanjay Sharma	Managing Director & CEO	Member
E. CSR & ESG Committee:
During the year under review, the Board approved the change in name of ''Corporate Social Responsibility (CSR) Committee'' to ''CSR & ESG Committee'', based on the recommendation of the Corporate Social Responsibility Committee, by enhancing its scope to include oversight of Environment, Social, and Governance (ESG) framework. The details of the meeting of the Committee is provided in the Corporate Governance Report. The composition of the CSR & ESG committee as on March 31, 2026, is given below:
S. No	Name of Director	Category of Directorship	Position on the Committee
1	Maria Syse-Nybraaten	Non-Executive Director	Chairperson
2	Sanjay Sharma	Managing Director & CEO	Member
3	|Amit Jain	Independent Director	Member
The CSR Report forms part of this report under Annexure IV.

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

Your Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Director. The annual performance evaluation of the Board, Board Committees and individual Directors was conducted during the year, to ensure that the Board and Board Committees are functioning effectively and demonstrating good governance.

The evaluation process focused on Board dynamics and other aspects related to Board effectiveness. The process involved the evaluation of all the Directors including the Chairman, the Managing Director & CEO, Board committees and the Board as a whole.

In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board as a whole, its Committees and individual Directors. The Independent Directors carried out the annual performance evaluation of the Chairman, the non-independent directors and the Board as a whole. The Chairperson of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board based on the report of evaluation received from the respective Committees. A detailed disclosure of the parameters and the process of Board evaluation has been provided in the report on Corporate Governance.

23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Your Company has a well-defined process of identification of related parties and transactions with related parties, its approval and review. The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions as formulated by the Audit Committee and the Board is hosted on the website at https://www.orklaindia.com/governance/policies/. As required under Regulation 23 of the SEBI Listing Regulations, the Audit Committee has defined material modification and the same is included in the said policy.

During the year under review, all related party transactions of your Company were in the ordinary course of business and on arm''s length basis. Your Company did not enter into any material related party transactions during the year, and the confirmation to this effect, as required under Section 134 of the Act, is provided in Form AOC-2 annexed as Annexure V to this report.

The details of related party transactions are available under Note No. 42 of the standalone financial statements for the year under review.

24. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate section on Management Discussion and Analysis Report which also covers a detailed analysis of your Company''s performance, forms an integral part of the Annual Report.

25. CORPORATE GOVERNANCE REPORT

Your Company has complied with the applicable provisions of the Act and the SEBI Listing Regulations with respect to Corporate Governance. A detailed report on Corporate Governance forms an integral part of the Annual Report. A certificate from a Practicing Company Secretary confirming compliance with corporate governance norms, as stipulated under the SEBI Listing Regulations, is annexed to the Corporate Governance Report.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Reporting (''BRSR''), originating from the Ministry of Corporate Affairs (MCA) report on Business Responsibility Reporting, is part of this report, pursuant to amendment to Regulation 34(2)(f) of the SEBI Listing Regulations.

While the applicability of BRSR is currently mandated for the top 1000 listed entities based on market capitalization, your Company, having its equity shares listed in November 2025, is not yet mandatorily required to comply with the same for the year under review.

However, as a part of its commitment to responsible business conduct, transparency and sustainable practices, your Company has voluntarily adopted the BRSR framework and has included the relevant disclosures in this report. The BRSR for the year under review, forms part of the Annual Report.

27. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

Your Company has in place a comprehensive Risk Management Policy, which provides an effective framework for identifying, assessing, mitigating, reporting, and periodically reviewing critical risks that may affect your Company''s objectives or continuity. The policy is available on the website at: https:// www.orklaindia.com/governance/policies/.

Your Company has put in place a Risk Management framework to identify and evaluate business risks and challenges. Your Company''s business units and corporate functions follow a structured and institutionalised approach to risk management, aligned with its overall strategic goals. The Risk Management Committee oversees the organization''s overall risk management process, reviews key business risk areas, encompassing operational, financial, strategic, and regulatory aspects including the mitigation strategies. The risks are periodically presented to the management and the Audit Committee.

The composition and key terms of reference of the Risk Management Committee have been discussed in detail in the Corporate Governance Report and forms an integral part of the Annual Report.

28. PARTICULARS OF EMPLOYEES AND REMUNERATION

In accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement containing the ratio of remuneration of Directors and Key Managerial Personnel to the median remuneration of employees and other requisite details is annexed to this report as Annexure VI.

In accordance with the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the names of the top ten employees and other particulars forms part of this report. However, in line with the provisions of Section 136 of the Act, this report and Annual Accounts are being sent to the shareholders excluding the said statement. The aforesaid statement is available for inspection upon request. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at: investors® orklaindia.com.

29. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (5) of the Act, the Board of Directors hereby states that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at the end of the financial year and of the profit and loss of your Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of your Company and for prevention and detection of fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by your Company and such internal financial controls are adequate and are operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

30. DISCLOSURE UNDER SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013

As per the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act'') and the Rules made thereunder, your Company has constituted an Internal Committee (IC) with the requisite statutory composition.

Your Company has appointed a Presiding Officer or Chairperson, who is a woman employed at a senior role in the Company.

Your Company has also appointed an external independent member to the IC, who has relevant expertise and experience in handling matters related to sexual harassment.

Awareness and sensitisation programmes were conducted during the year to strengthen employee understanding of appropriate workplace conduct and the avenues available for grievance redressal.

We have received no complaints during the year under review.

Number of complaints of sexual harassment received in the year	Number of complaints disposed during the year	Number of cases pending for more than ninety days
NIL	NIL	NIL

31. CAPITAL AND DEBT STRUCTURE

The Authorized share capital of your Company as of March 31, 2026 was INR 1,113,000,000 divided into 1,113,000,000 equity shares of face value of INR1 each.

Sub-division of face value of Equity Shares

The shareholders at the meeting held on May 07, 2025, had approved the sub-division of face value of the equity shares of your Company from equity shares of INR10 each to equity Shares of INR 1 each. Consequently the Authorised Share Capital was :

INR 1,11,30,00,000/- (Indian Rupees One Hundred and Eleven Crore Thirty Lakhs only) divided into 89,30,00,000 (Eighty Nine Crore Thirty Lakhs) equity shares of face value of INR 1/- (Indian Rupee One only) each and 2,20,00,000 (Two Crore Twenty Lakhs) redeemable optionally convertible preference shares of face value of INR 10/- (Indian Rupee Ten only) each.

Cancellation of Redeemable Optionally Convertible Preference Shares, Reclassification of Authorized Share Capital and consequent amendment to Memorandum of Association

At the Annual General Meeting of your Company held on September 24, 2025, the Shareholders approved the cancellation

of 2,20,00,000 Redeemable Optionally Convertible Preference Shares ("ROCPS") of face value of INR 10 each and the consequent reclassification of the authorised share capital of your Company.

Pursuant to the aforesaid approval, the authorised share capital of your Company was reclassified from INR 1,11,30,00,000 divided into 89,30,00,000 equity shares of face value of INR 1 each and 2,20,00,000 ROCPS of face value of INR 10 each to INR 1,11,30,00,000 divided into 1,11,30,00,000 equity shares of face value of INR 1 each.

Consequently, Clause V of the Memorandum of Association was altered to reflect the revised authorised share capital.

Paid Up Share Capital

The paid up share capital as on March 31,2026 is INR 13,69,89,230 comprising of 13,69,89,230 equity shares of face value of INR 1/-each. There was no change in the paid-up share capital.

Buy Back of Securities

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

Rights Issue

Your Company has not issued any shares via rights issue during the year under review.

Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates

No such cases occurred during the year under review and up to the date of signing of this report.

Details of issue of Equity Shares with Differential Rights

Your Company has not issued any equity shares with differential rights during the year under review.

Sweat Equity

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

Bonus Shares

No Bonus Shares were issued during the year under review. Employee Stock Options

Your Company adopted the ''Employee Stock Option Plan 2025'' and ''Management Stock Option Plan 2025'' (together "ESOP Plans") pursuant to the resolutions passed by our Board of Directors on May 12, 2025, and by the Shareholders'' on May 16, 2025.

The Nomination and Remuneration Committee, at its meeting held on September 22, 2025, has granted stock options under the ESOP Plans to eligible employees.

The applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations") as on March 31,2026 is available on the website at www.orklaindia.com/governance/.

Your Company has received a certificate from the Secretarial Auditors stating that the ESOP Plans have been implemented in accordance with SEBI SBEB & SE Regulations and the resolutions passed by the shareholders. The certificate shall be placed at the 30^th Annual General Meeting for inspection by the shareholders.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

33. COMPLIANCE OF SECRETARIAL STANDARDS (SS-1 & SS-2)

In accordance with Section 118 of the Act, your Company has complied with the applicable provisions of Secretarial Standard-1 (Meetings of the Board of Directors) and Secretarial Standard-2 (General Meetings), as issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs.

34. DESIGNATED PERSON RESPONSIBLE FOR FURNISHING INFORMATION ON BENEFICIAL INTEREST IN SHARES

In accordance with Rule 9(4) of the Companies (Management and Administration) Rules, 2014, the Board has designated the Company Secretary and Compliance Officer as the authorized person responsible for furnishing information and extending cooperation to the Registrar of Companies or any other authorized officer, with respect to the beneficial interest in the shares of your Company.

35. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No fraud was reported by the auditors under sub-section 12 of Section 143 of the Act for the year under review.

36. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

Your Company has received the necessary declaration from each of the Independent Directors, that he or she meets the criteria of independence laid down in Section 149(6) of the Act.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience to serve on the Board of your Company and are persons of high integrity and repute. They fulfill the conditions specified in the Act read with the Rules framed thereunder and are independent of the management.

37. OBLIGATION OF COMPANY UNDER THE MATERNITY BENEFIT ACT, 1961

Your Company affirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961, including all amendments thereto. All applicable benefits, leave entitlements, and facilities as mandated under the Maternity Benefit Act, 1961, have been extended to eligible women employees during the financial year under review.

38. COMPANY''S POLICY ON DIRECTORS''APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy is available on the website at https://www.orklaindia.com/governance/policies/. This Policy is compliant with the provisions of Section 178 of the Act, along with applicable rules made thereunder and Regulation 19 read with Part D of Schedule II of SEBI Listing Regulations, as amended from time to time.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there was no application made or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONSTHEREOF

During the year under review, your Company has not taken any loans from Banks or Financial Institutions. Hence, the disclosure required to be made pertaining to the details of the difference between the amount of the valuation done at the time of onetime settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

41. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion, below is the gender composition of the permanent employees as on March 31, 2026.

Male Employees: 1410 Female Employees: 797 Transgender Employees: NIL

This disclosure reinforces your Company''s efforts to promote an inclusive workplace culture and provide an equal opportunity for all individuals, regardless of gender.

42. INDUSTRIAL RELATIONS

During the year under review, industrial relations remained harmonious at all our offices and establishments.

43. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the sincere and dedicated efforts of all employees. The Directors would also like to thank the Shareholders, Bankers and other Business associates for their sustained support, patronage, and cooperation.