2. BUSINESS PERFORMANCE & COMPANY'S AFFAIRS
Standalone Results

During FY 2025-26, the Revenue from Operations of

the Company on a standalone basis stood at ^21,902.41
Lakhs, as compared to '20,989.65 Lakhs in FY 2024-25,
registering an increase of approximately 4.35%. The
Company recorded Profit After Tax of '3,114.16 Lakhs

during FY 2025-26, as against '3,780.01 Lakhs in the
previous financial year. The EBITDA stood at '5,790.40
Lakhs in FY 2025-26 as compared to '6,718.06 Lakhs
in FY 2024-25.

Consolidated Results

During FY 2025-26, the Revenue from Operations of the
Company on a consolidated basis stood at '23,095.80
Lakhs, as compared to '21,777.54 Lakhs in FY 2024-25,
registering an increase of approximately 6.05%. The
Company recorded Profit After Tax of '3,261.31 Lakhs
during FY 2025-26, as against '3,901.24 Lakhs in the
previous financial year. The consolidated EBITDA
stood at '5,942.42 Lakhs in FY 2025-26 as compared
to '6,840.44 Lakhs in FY 2024-25.

Overall, while the Company witnessed growth in
revenue during FY 2025-26 on both standalone and
consolidated bases, profitability moderated during the
year, primarily reflected in the reduction in EBITDA
and Profit After Tax.

3. TRANSFER TO RESERVES

The Directors do not propose to transfer any amount
to the general reserve and the entire amount of profit
after tax for FY 2025-26 forms part of the 'Retained
Earnings'.

4. DIVIDEND

In view of the ongoing Buy-back of Equity Shares
by the Company, and with a view to conserving the
reserves and ensuring adequate availability of funds
towards the Buy-back consideration payable to the
shareholders, the Board of Directors of the Company
has decided not to recommend any dividend on

the Equity Shares of the Company for FY 2025-26.
Your Company continues with its task of building
businesses with long-term goals based on its intrinsic
strengths in terms of its quality manufacturing
process, distribution strengths, customer relationships
and evaluating new areas of growth.

Dividend Declared Subsequent to the End of the
Financial Year 2025-26

The Board of Directors of the Company, at its meeting
held on August 8, 2026, has declared an Interim
Dividend of '0.50 (Rupees Fifty Paise Only) per equity
share of face value of '10.00 each, i.e., at the rate of
Five Percent (5%), for the financial year 2026-27.

The Interim Dividend has been declared after careful
consideration of the Company's financial performance,
profitability, cash flows, future expansion plans,
liquidity position, and overall capital requirements,
while maintaining an appropriate balance between
rewarding shareholders and supporting the
Company's long-term growth objectives.

The Interim Dividend, as declared by the Board,
will result in a total cash outflow of approximately
'1,28,29,665/-, based on 2,56,59,330 equity shares of
the Company.

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
mandatory formulation and disclosure of a Dividend
Distribution Policy is presently applicable to the top

1,000 listed entities by market capitalisation. As the

The Capital Redemption Reserve of Rs. 89,08,220 was
created pursuant to the buy-back of 8,90,822 equity
shares, subsequent to the closure of the financial year.

The Buy-back was undertaken within the limits
prescribed under Section 68(2)(b), (c) and (d) of the
Companies Act, 2013, and all applicable statutory and
regulatory requirements in relation to the Buy-back
were duly complied with.

Company does not currently fall within the top 1,000
listed entities, this requirement is not applicable to
the Company at this time.

The Board of Directors, however, endeavours to
maintain a consistent and transparent approach
to dividend declaration, balancing the interests of
shareholders with the Company's capital requirements
for growth and operations, as reflected in the dividend
recommendation for FY 2025-26.

5. CHANGE IN THE NATURE OF BUSINESS

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

6. BUYBACK OF EQUITY SHARES

During FY 2025-26, no Equity Shares were bought back
by the Company. Subsequently, the Board of Directors
approved the buy-back of the Company's Equity Shares
through the Tender Offer process in accordance with
the applicable provisions of the Companies Act, 2013
and the rules made thereunder. The Buy-back was
completed on August 3, 2026, pursuant to which
8,90,822 Equity Shares were accepted and bought
back at a price of ' 250 per Equity Share, aggregating
to a total consideration of ' 22,27,05,500.

The Record Date for determining the eligible
shareholders for participation in the Buy-back was
July 15, 2026, and the overall acceptance ratio was
80.69 %. The Equity Shares accepted under the Buy¬
back were extinguished and cancelled on August 10,
2026, in accordance with the applicable provisions
of law. The Promoters/Promoter Group did not
participate in the Buy-back.

7. SHARE CAPITAL

During the Financial year 2025-26, Company has
allotted 41,500 equity shares of Rs. 10/- each pursuant
to ESOP Scheme, 2021 vide approval received from its
Nomination and Remuneration Committee Meeting
held on April 29, 2025. Effectively, the share capital
has changed to Rs. 26,51,11,520 comprising of 2,65,11,152
equity shares. The same has been intimated to Stock
Exchanges and necessary filings are done with the
Ministry of Corporate Affairs.

Further, the Board of Directors approved the proposal
for buyback of up to 11,04,000 fully paid-up equity
shares of face value '10/- each through the tender
offer route at its meeting held on July 07, 2026, in
accordance with the applicable provisions of the
Companies Act, 2013 and the Securities and Exchange
Board of India (Buy-Back of Securities) Regulations,
2018, as amended. The buyback process is in progress
as on the date of this Annual Report and is expected
to be completed on or before August 3, 2026, being the
last date for payment of consideration to the eligible
shareholders who have validly tendered their equity
shares under the Buyback. Accordingly, the paid-
up equity share capital of the Company shall stand
reduced pursuant to the buyback of 8,90,822 equity
shares, resulting in the paid-up equity share capital
of the Company being reduced to 2,56,20,330 equity
shares.

Save as stated above, the Company has not issued any
equity shares with differential voting rights or sweat
equity shares during the financial year under review
or up to the date of this Annual Report.

8. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3)
of the Companies Act, 2013 ('Act') and Regulation
34(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('Listing Regulations'),
the Consolidated Financial Statements of the
Company for the FY 2025-26 includes the financials
of its wholly owned subsidiaries company named
Orbit Inc. operating in US and Orbit Elegance Trading
LLC, operating in Dubai, United Arab Emirates
('Subsidiary') as well as its associate company named
Rainbow Line Trading L.L.C. operating in Dubai
('Associate'). The Consolidated Financial Statements
are prepared in accordance with the relevant
Indian Accounting Standards (Ind AS) issued by the
Institute of Chartered Accountants of India ('ICAI').
The Consolidated Financial Statement together with
the Independent Auditors' Report thereon forms an
integral part of this Annual Report.

9. SUBSIDIARIES AND ASSOCIATE COMPANY

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

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

During FY 2025-26, no company became or ceased to
be a subsidiary, joint venture or associate company of
the Company. Accordingly, there was no change in the
status of the Company's subsidiaries, joint ventures or
associate companies during the financial year.

10. MATERIAL CHANGES AND COMMITMENTS,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE
FY 2025-26 AND THE DATE OF THIS REPORT

There have been certain material changes and
developments affecting the financial position and
operations of the Company subsequent to the close
of FY 2025-26 and up to the date of this Report. The
significant events are as follows:

Subsequent to the close of the financial year, the
Company undertook and completed the Buy-back of
its Equity Shares through the Tender Offer process,
in accordance with the applicable provisions of the
Companies Act, 2013 and the rules made thereunder.

Further, the Company declared an Interim Dividend
for FY 2026-27 on its Equity Shares subsequent to the
close of FY 2025-26.

The Company's credit ratings were also reaffirmed by
ICRA Limited on September 22, 2025, subsequent to
the close of the financial year.

Further, Mr. Birendranath Bandyopadhyay tendered
his resignation from the position of Executive Director
of the Company vide his email dated June 22, 2026.

In addition, Mr. Omprakash Jat (Membership No.
A75445) was appointed as the Company Secretary &
Compliance Officer of the Company by the Board of
Directors at its meeting held on July 07, 2026.

The above events, being material in nature and having
occurred subsequent to the close of FY 2025-26, are
disclosed herein in accordance with the applicable
provisions of the Companies Act, 2013.

11. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)
of the Act, the Annual Return of the Company for
FY 2025-26 will be available on the website of the
Company, upon filing, at https://orbitexports.com/
investor-page/under the tab 'Annual Reports'.

12. DIRECTORS

As on March 31, 2026, the Board of Directors of the
Company comprised Ten (10) Directors, consisting of
Four (4) Executive Directors, One (1) Non-Executive
Non-Independent Director and Five (5) Independent
Directors.

The Executive Directors of the Company are Mr. Pankaj
Seth, Managing Director; Mrs. Anisha Seth, Whole-time
Director; Mr. Birendranath Bandyopadhyay, Executive
Director; and Mr. Parth Seth, Chief Executive Officer
and Executive Director. Mr. Varun Daga is the Non¬
Executive Non-Independent Director of the Company.

The Independent Directors of the Company are Mr.
Sunil Buch, Mrs. Chetna Malaviya, Mr. Chetan Mehra,
Mr. Aditya Jain and Mrs. Raveena Modi.

The Chairman of the Board is an Executive Director
(Promoter). Accordingly, pursuant to Regulation 17(1)

(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, at least 50% of
the Board of Directors is required to comprise

*Appointed during the financial year.
Appointment/Re-appointment of Directors:

During FY 2025-26, following changes happened in
the composition of the Board of Directors

(i) *Mr. Parth Seth was appointed Executive Director
w.e.f. January 30, 2026; related party holding
place of profit, in the category of Key Managerial
Personnel (KMP')

Above mentioned appointment of Mr. Parth
Seth as Executive Director were approved by the
Members of the Company via Postal Ballot process
concluded on Thursday, March 19, 2026 and
declared at the registered office of the Company
as per the Scrutineers Report dated Friday March
20, 2026.

(ii) *Mr. Aditya Jain (DIN- 11489453) was appointed as
Independent Director w.e.f January 30, 2026

Above mentioned appointment of Mr. Aditya Jain
as Independent Director were approved by the

Independent Directors. The Company has Five
(5) Independent Directors out of a total of Ten (10)
Directors, constituting 50% of the Board. Accordingly,
the composition of the Board is in compliance with
the requirements of Regulation 17(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The requirement relating to the appointment of at
least one Independent Woman Director is applicable
to the top 1,000 listed entities. Since the Company
does not fall within the top 1,000 listed entities,
this additional requirement is not applicable to the
Company.

The Board is of the opinion that Ms. Raveena Modi and
Mr. Aditya Jain, who were appointed as Independent
Directors during FY 2025-26, possess the requisite
integrity, expertise and experience, including the
proficiency, necessary to discharge their duties and
responsibilities effectively and in accordance with
the applicable provisions of the Companies Act, 2013.

Members of the Company via Postal Ballot process
concluded on Thursday, March 19, 2026 and
declared at the registered office of the Company
as per the Scrutineers Report dated Friday March
20, 2026.

(iii) *Ms. Raveena Modi (DIN- 11041551) was appointed
as Non-Executive & Independent Director w.e.f
September 27, 2025

Above mentioned appointment of Ms. Raveena
Modi as Non-Executive & Independent Director
were approved by the Members of the Company
via Postal Ballot process concluded on Thursday,
December 18, 2025 and declared at the registered
office of the Company as per the Scrutineers
Report dated Monday, December 22, 2025.

> Mr. Pardeep Khosla (DIN: 06926523), ceased to
be a Director of the Company with effect from
September 27, 2025, upon completion of his
tenure.

Retirement by Rotation

Pursuant to the provisions of Section 152 (6) of the
Act read with rules made thereunder (as amended
from time to time) and Articles of Association
of the Company, Mrs. Anisha Seth, Whole Time
Director of the Company (DIN: 00027611) retires
by rotation at the ensuing AGM and being eligible,
offers herself for re-appointment. Brief profile of
Mrs. Anisha Seth has been provided in the Notice
convening the AGM of the Company.

Key Managerial Personnel (KMP)

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

Mr. Pankaj Seth - Chairman and Managing
Director

Mrs. Anisha Seth - Whole Time Director
Mr. Rahul Tiwari - Chief Financial Officer
Ms. Pranali Chawhan - Company Secretary and
Compliance Officer (Upto April 13, 2026)

Mr. Parth Seth - Chief Executive Officer &
Executive Director (Appointed as Executive
Director w.e.f January 30,2026)

Mr. Omprakash Jat- Company Secretary and
Compliance Officer (w.e.f July 7, 2026)

Declaration from Independent Directors

Pursuant to Section 149(7) of the Act, all
Independent Directors of the Company have
made relevant declarations as laid down under
Section 149(6) of the Act and Regulation 25 of the
Listing Regulations. In the opinion of the Board,
the Independent Directors fulfil the conditions
of independence specified in the said provisions,
possess requisite qualifications, experience,
expertise, integrity and proficiency, and have
complied with the Company's Code of Business
Conduct & Ethics.

13. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of
Directors to the best of their knowledge and ability,
confirm that:

a. in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures;

b. appropriate accounting policies have been
selected and applied consistently, judgments and
estimates are made reasonably and prudently
so as to give a true and fair view of the state-of-
affairs of the Company at the end of FY 2025-26
and of the profit and loss of the Company for that
period;

c. proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d. the annual accounts have been prepared for the
financial year ended March 31, 2026, on a 'going
concern' basis;

e. They have laid down internal financial controls
to be followed by the company and that such
internal financial controls are adequate and
operating effectively; and

f. They have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

14. MEETINGS OF THE BOARD AND ITS COMMITTEES

During the financial year 2025-26, five (5) Meetings
of the Board of Directors were held on April 29, 2025,
July 23, 2025, August 28, 2025, October 16, 2025, and
January 30, 2026. All meetings were held with a gap
of less than 120 days. The Company followed the
applicable Secretarial Standards in relation to the
Board Meetings. The particulars of meetings held and
attended by each Director are detailed in the Corporate
Governance Report that forms part of this report.

Pursuant to the Companies Act, 2013 and the SEBI
LODR, the Company has constituted the following
Statutory Committees of the Board:

A separate meeting of the Independent Directors of
the Company was held on March 28, 2026, without
the attendance of Non-Independent Directors and
members of the management, in compliance with
Regulation 25(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, read with
Schedule IV to the Companies Act, 2013.

During FY 2025-26, the Company has duly complied
with the applicable provisions of the Companies
Act, 2013 and the Secretarial Standards, namely
Secretarial Standard-1 (SS-1) on "Meetings of the
Board of Directors" and Secretarial Standard-2 (SS-2)
on "General Meetings", as issued by the Institute of
Company Secretaries of India and approved by the
Central Government, pursuant to Section 118(10) of the
Companies Act, 2013.

During the year under review, all recommendations
made by the aforementioned Committees were
accepted and approved by the Board. Details of the
composition, terms of reference, and meetings of each
Committee are provided in the Corporate Governance
Report forming part of this Annual Report

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

16. FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS

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

The details of such programme imparted during FY
2025-26 are available on the website of the Company
at https://orbitexports.com/policiesunder the tab
"Policies".

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

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

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

18. DEPOSITS

During FY 2025-26, the Company has neither invited
nor accepted any deposits from the public within the
meaning of Chapter V of the Companies Act, 2013.
Accordingly, there were no deposits accepted by
the Company that were not in compliance with the
provisions of Chapter V, and no principal or interest
amount in respect of deposits was outstanding as at
March 31, 2026.

19. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the year under review, the Company has
complied with the provisions of Section 186 of the
Companies Act, 2013 in respect of loans, guarantees,
and investments. Details as required under Section
186(4) of the Act and Schedule V of the SEBI LODR
are provided in the Notes to the Financial Statements
forming part of this Annual Report.

20. INSURANCE

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

21. RELATED PARTY TRANSACTIONS & POLICY

All Related Party Transactions ('RPTs') entered into
during FY 2025-26 were on an arm's length basis and
in compliance with Section 188 of the Companies Act,
2013 and Regulation 23 of the SEBI LODR. All RPTs
were placed before the Audit Committee for prior /
omnibus approval, and the Audit Committee reviewed
such transactions on a quarterly basis.

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

In accordance with Regulation 23 of Listing
Regulations, the Company has formulated a Policy on
Material Related Party Transactions and on dealing
with Related Party Transactions. The said Policy

is available on the Company's website at https://
orbitexports.com/policiesunder the tab 'Policies'.

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

22. CORPORATE GOVERNANCE REPORT AND
CERTIFICATE FROM SECRETARIAL AUDITOR

Your Company is committed to maintaining the
highest standards of Corporate Governance and
adhering to Corporate Governance requirements
pursuant to Regulation 34 read with Schedule V of the
Listing Regulations. The Corporate Governance Report
along with the Corporate Governance Certificate
issued by the Secretarial Auditors of the Company for
the year ended March 31, 2026 is provided in Annexure
III which forms part of this report.

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

The particulars as required under the provisions of
Section 134(3)(m) of the Act read with the rules made
thereunder (as amended from time to time) relating
to conservation of energy, technology absorption,
foreign exchange earnings and outgo are detailed in
Annexure IV which forms part of this report.

24. HUMAN RESOURCES

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

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

The particulars of employees as required under
Section 197(12) of the Companies Act, 2013 read with
Rule 5(2) and Rule 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, form part of this Report. However, in terms of the
second proviso to Section 136(1) of the Companies Act,
2013, read with the second proviso to Rule 5(3) of the
said Rules, the Report and Financial Statements are
being sent to the Members excluding the statement
of particulars of employees under Rule 5(2) and Rule
5(3). Any Member interested in obtaining a copy of the

said statement may write to the Company Secretary
at the Registered Office of the Company, whereupon
the same shall be provided in accordance with the
applicable provisions.

The Company had a head count of 484 employees as
on March 31, 2026.

25. LISTING AT STOCK EXCHANGES

Equity shares of the Company continue to be listed on
BSE Limited and the National Stock Exchange of India
Limited. Applicable listing fees up to the financial
year 2025-26 have been duly paid to both the Stock
Exchanges.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

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

27. AUDITORS AND AUDITORS' REPORTA) Statutory Auditors

The term of M/s. G. M. Kapadia & Co., Chartered
Accountants, as the Statutory Auditors of the
Company, came to an end at the conclusion
of the 42nd Annual General Meeting (AGM) of
the Company. Accordingly, in place of M/s. G.
M. Kapadia & Co., the Members appointed M/s.
Nayan Parikh & Co., Chartered Accountants
(Firm Registration No. 107023W), as the Statutory
Auditors of the Company for a term of five
(5) consecutive years, commencing from the
conclusion of the 42nd AGM and continuing until
the conclusion of the 47th AGM, in accordance
with the provisions of Section 139 of the
Companies Act, 2013.

The appointment of M/s. Nayan Parikh &
Co. represents their first term as Statutory
Auditors of the Company under Section 139 of

the Companies Act, 2013. The Auditors have
furnished their written consent and eligibility
certificate, confirming that their appointment is
in accordance with the applicable provisions of
the Companies Act, 2013 and that they satisfy the
prescribed criteria for appointment as Statutory
Auditors of the Company.

The Reports given by M/s. Nayan Parikh & Co.,
Chartered Accountants on the standalone and
consolidated financial statements of the Company
for FY 2025-26 do not contain any qualification,
reservation or adverse remarks. There were
no instances of frauds reported under Section
143(12) other than those reportable to the Central
Government, if any.

B) Cost Auditors

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

M/s. Balwinder & Associates, Cost Accountants
(Firm Registration No. 000201) were appointed as
Cost Auditors of the Company for FY 2025-26 in
the Board Meeting held on July 23, 2025. During
the year under review, in accordance with Section
148(1) of the Act, the Company has maintained
the accounts and cost records, as specified by the
Central Government.

The Cost Auditor will issue the Cost Audit Report
for FY 2025-26, which will be reviewed by the
Board. The Company shall file the said report with
the Ministry of Corporate Affairs (MCA) in XBRL
mode within the prescribed due date.

The Board of M/s. Balwinder & Associates, Cost
Accountants (Firm Registration No. 000201)
as Cost Auditors of the Company for FY 2026¬
27, at its meeting held on August 08, 2026. In
accordance with Section 148 of the Companies
Act, 2013, the remuneration payable to the Cost
Auditors is required to be ratified by the Members;
accordingly, a resolution seeking such ratification
of remuneration is included in the Notice of the
ensuing AGM.

C) Secretarial Auditor

During the year under review, the Members
approved the appointment of S. K Jain &
Co., Practising Company Secretaries (Firm
Registration No. 6574/2025) as the Secretarial

Auditors of the Company, to hold office for a term
of five consecutive years from the conclusion of
the 42nd Annual General Meeting (AGM) until the
conclusion of the 47th AGM of the Company and
the firm hold valid peer reviewed certificate.

Secretarial Audit Report in form MR-3 in
accordance with Section 204 of Companies Act,
2013 received from S. K Jain & Co., Practising
Company Secretaries (Firm Registration No.
6574/2025) is annexed in Annexure VI and forms
part of this report.

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

Secretarial Compliance Report for the financial
year ended March 31, 2026, in accordance with
Regulation 24A of Listing Regulations issued by
the Secretarial Auditor has been filed with the
stock exchanges on which the Company is listed
within the statutory timelines.

D) Internal Auditor

The Board of Directors, on the recommendation
of the Audit Committee, appointed M/s.
Pricewaterhouse Coopers Service LLP, as Internal
Auditor of the Company for FY 2025-26, pursuant
to Section 138(1) of the Companies Act, 2013 read
with Rule 13 of the Companies (Accounts) Rules,
2014. The Internal Auditor reports directly to the
Audit Committee and submits quarterly reports,
which are regularly placed before the Audit
Committee for review and action.

28. CORPORATE SOCIAL RESPONSIBILITY

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

The Company's Corporate Social Responsibility
Policy is available on its website and may be
accessed at https://orbitexports.com/wp-content/
uploads/2023/10/Corporate-Social-Responsibility-
Policy.pdf

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

Pursuant to Sections 124 and 125 of the Act,and
Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 as amended
from time to time ('IEPF Rules'), the dividend which
remains unpaid/unclaimed by the members for a
period of seven consecutive years from the date of
transfer to the unpaid/ unclaimed dividend account
of the Company and the corresponding shares shall

Pursuant to Rule 7(2A) of the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016,
Mr. Rahul Tiwari. has been designated as the Nodal
Officer and Mr. Omprakash Jagmal Jat, Company
Secretary & Compliance Officer, has been designated
as the Deputy Nodal Officer of the Company for the
purposes of the said Rules.

30. MANAEMENT DISCUSSION AND ANALYSIS REPORT
& BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

In terms of Regulation 34 of the Listing Regulations,
Management Discussion and Analysis Report on the
operations of the Company is provided in a separate
section on page 34 and forms an integral part of the
Annual Report.

Business Responsibility and Sustainability Report
(BRSR): Pursuant to Regulation 34(2)(f) of the SEBI
LODR, the Business Responsibility and Sustainability
Report is mandatorily required for the top 1,000 listed
entities by market capitalisation. As the Company
does not fall within the top 1,000 listed entities by
market capitalisation, as per the list published by
the Stock Exchanges in accordance with Regulation
3 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (based on average
market capitalisation for the period July 2025 to
December 2025) in terms of the SEBI (LODR) (Third
Amendment) Regulations, 2024, the BRSR is not
applicable to the Company for FY 2025-26.

31. CREDIT RATING

During FY 2025-26, ICRA Limited reaffirmed the credit
ratings previously assigned on December 30, 2024, on
September 22, 2025, as detailed below:

be transferred to Investor Education and Protection
Fund ('IEPF').

Shareholders may reclaim their dividends and/
or shares transferred to IEPF by filing Form IEPF-5
(available at www.iepf.gov.in) along with the requisite
documents. No claim shall lie against the Company
in respect of amounts or shares duly transferred to
IEPF. The table below provides details of outstanding
unclaimed dividends and the respective last dates for
claiming before transfer to IEPF:

32. CODE OF CONDUCT FOR PROHIBITION OF INSIDER
TRADING

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

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

33. COMPLIANCE MANAGEMENT FRAMEWORK

The Company has complied with the applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India to ensure compliance
with all the applicable provisions read together with
the relevant circulars issued by MCA.

34. RISK MANAGEMENT

The Company has an adequate Risk Management
framework to identify, assess, monitor, and mitigate
business risks. The Board periodically reviews the
Company's risk profile and the adequacy of risk

mitigation measures at each quarterly meeting.
Pursuant to Regulation 21 of the SEBI LODR, the
mandatory requirement to constitute a Risk
Management Committee (RMC) applies to the top

1,000 listed entities by market capitalisation. As the
Company does not fall within the top 1,000 listed
entities by market capitalisation as per the list
published by the Stock Exchanges based on average
market capitalisation for the period July 2025 to
December 2025 in terms of the SEBI (LODR) (Third
Amendment) Regulations, 2024, the mandatory
constitution of a Risk Management Committee is
not applicable to the Company. The Board, however,
ensures that risk governance is embedded in its
regular agenda through its internal risk oversight
process.

Based on the risk assessments conducted during FY
2025-26, the Board is of the opinion that the following
elements of risk, if not adequately mitigated, may
in the Board's opinion threaten the existence of the
Company:

(i) significant volatility in raw material prices, which
could adversely compress operating margins;

(ii) material adverse movements in foreign exchange
rates, given the substantial proportion of the
Company's revenue denominated in foreign
currencies;

(iii) adverse regulatory changes including
modifications to export/import duty structures,
FEMA compliance requirements pertaining to
overseas investments, or adverse regulatory
actions by SEBI or MCA;

(iv) supply chain disruptions arising from geopolitical
developments or global logistics constraints
affecting key international markets; and

(v) cyber security breaches or IT system failures that
could impact business continuity, data integrity,
or regulatory compliance.

The Company has put in place appropriate risk
mitigation strategies for each of the above, as detailed
in the Management Discussion and Analysis Report
forming part of this Annual Report

35. CYBER SECURITY AND INFORMATION TECHNOLOGY
RISK

The Company recognizes that cyber security and
information technology risks are an integral part of its
overall risk management framework. The Company
has in place appropriate IT security measures, access
control mechanisms, data backup and recovery
protocols, and network security systems to protect its
digital assets and sensitive business information.

Periodic reviews of IT infrastructure and security
protocols are conducted to identify vulnerabilities and
implement corrective measures. The management
ensures that adequate controls are in place to mitigate
risks arising from cyber threats, data breaches, and IT
system failures. No material cyber security breach or
IT failure was reported during FY 2025-26.

The Company continuously reviews and strengthens
its cyber security and information technology risk
management framework in line with evolving
business requirements, emerging cyber threats, and
generally accepted industry practices.

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

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

The details of complaints are as under:

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

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

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

(iv) number of complaints pending more than ninety
days: NIL

37. EMPLOYEES' STOCK OPTION SCHEME

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

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

During FY 2022-23, out of the 2,16,000 options granted,

18,000 options were forfeited and 49,500 options were
vested. In the month of April 2023, out of 49,500 vested
options, 39,500 options were exercised by the eligible
employees and the Nomination and Remuneration
Committee approved the allotment of 39,500 equity
shares of Rs. 10/- each

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

During FY 2024-25, the Company allotted 44,000
equity shares of Rs. 10/- each vide approval received
from its Nomination and Remuneration Committee
Meeting held on May 06, 2024. During FY 2024-25,
the Company vide its Nomination and Remuneration
Committee Meeting held on February 07, 2025,
approved the allotment of 2,250 equity shares of '10/-
each.

During FY 2025-26, the Company vide its Nomination
and Remuneration Committee Meeting held on April
29, 2025, approved the allotment of 41,500 equity
shares of '10/- each.

After the year under review, till the date of this Annual
report, the Company has allotted 39,000 equity
shares of ' 10/- each vide approval received from its
Nomination and Remuneration Committee Meeting
held on August 8, 2026.

The equity share capital of the Company post
allotment of 39,000 equity shares stood at 2,56,59,330
equity shares of Rs. 10 each.

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

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

38. MATERNITY BENEFIT COMPLIANCE

The Company affirms its compliance with the
Maternity Benefit Act, 1961 and rules made thereunder.
All eligible women employees are provided maternity
leave and associated benefits in accordance with
statutory requirements and the Company's internal
policies. The Company has also complied with the
disclosure requirements prescribed under Rule
8(5)(xiii) of the Companies (Accounts) Rules, 2014,
as inserted by the Companies (Accounts) Second
Amendment Rules, 2025.

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

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

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

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

The details of the shares in the Demat Suspense
Account/Unclaimed Suspense Account for FY 2025-26
in compliance with Regulation 34 read with Schedule
V of the Listing Regulations are as follows:

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

(b) number of shareholders who approached the
Company for transfer of shares from Suspense
Account during the year: 0

(c) number of shareholders to whom shares were
transferred from Suspense Account during the
year: 0

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

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

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

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

42. LISTING FEES

The Company has duly paid the applicable listing fees
for FY 2026-27 to the Stock Exchange(s) within the
prescribed timelines.

43. DISCLOSURE PURSUANT TO SEBI CIRCULAR ON
FUND RAISING BY LARGE CORPORATES.

Pursuant to SEBI Circular No. SEBI/HO/DDHS/
CIR/P/2018/144 dated 26th November 2018, the
Company does not fall under the category of 'Large
Corporate' as defined in the said Circular. The
Company has not raised any funds through issuance
of debt securities during the year under review.

44. PROCEEDINGS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 AND ONE- TIME
SETTLEMENT

There were no proceedings initiated or pending
against the Company under the Insolvency and