Orbit Exports Ltd Directors Report

Dear Members,

The Directors of the Company are pleased to present their 43 rd Annual Report together with the Audited financial statements of the Company for the financial year ended March 31,2026.

1. FINANCIAL HIGHLIGHTS

The Companys financial performance, for the financial year ended March 31,2026 is summarized below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	March 31,2026	March 31, 2025	March 31, 2026	March 31,2025
Revenue from Operations	21,902.41	20,989.65	23,095.80	21,777.54
Earning before Finance Costs, Tax, Depreciation/ Amortization (EBITDA)	5,790.40	6,718.06	5,942.42	6,840.44
Less: Finance Cost	140.73	185.14	140.73	185.14
Earning before Tax, Depreciation/ Amortization (EBTDA)	5,649.67	6,532.92	5,801.69	6,655.29
Less: Depreciation/Amortization	1,467.42	1,428.55	1,467.42	1,428.54
Profit before Exceptional Items and Tax	4,182.25	5,104.37	4,334.27	5,226.75
Less: Exceptional Items	-	-	-	-
Profit before Tax	4,182.25	5,104.37	4,334.27	5,226.75
Less: Tax Expenses	1,068.09	1,324.36	1,072.96	1,325.51
Profit after Tax	3,114.16	3,780.01	3,261.31	3,901.24
Add: Other Comprehensive Income	(7.03)	(1.00)	123.51	30.34
Total Comprehensive Income	3,107.13	3,779.01	3,384.82	3,931.58
EPS	11.75	14.28	12.31	14.74

2. BUSINESS PERFORMANCE & COMPANYS AFFAIRS Standalone Results

During FY 2025-26, the Revenue from Operations of the Company on a standalone basis stood at Rs21,902.41 Lakhs, as compared to Rs20,989.65 Lakhs in FY 2024-25, registering an increase of approximately 4.35%. The Company recorded Profit After Tax of Rs3,114.16 Lakhs during FY 2025-26, as against Rs3,780.01 Lakhs in the previous financial year. The EBITDA stood at Rs5,790.40 Lakhs in FY 2025-26 as compared to Rs6,718.06 Lakhs in FY 2024-25.

Consolidated Results

During FY 2025-26, the Revenue from Operations of the Company on a consolidated basis stood at Rs23,095.80 Lakhs, as compared to Rs21,777.54 Lakhs in FY 2024-25, registering an increase of approximately 6.05%. The Company recorded Profit After Tax of Rs3,261.31 Lakhs during FY 2025-26, as against Rs3,901.24 Lakhs in the previous financial year. The consolidated EBITDA stood at Rs5,942.42 Lakhs in FY 2025-26 as compared to Rs6,840.44 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 Rs0.50 (Rupees Fifty Paise Only) per equity share of face value of Rs10.00 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 Companys 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 Companys long-term growth objectives.

The Interim Dividend, as declared by the Board, will result in a total cash outflow of approximately Rs1,28,29,665/-, 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

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 Companys 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 Companys 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 Rs 250 per Equity Share, aggregating to a total consideration of Rs 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 Buyback 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

The shareholding pattern of the Company before and after completion of the Buy-back is set out below:

Particulars	Pre Buy-back	% of Share Capital	Post Buy-back	% of Share Capital
Promoters & Promoter Group	1,75,11,659	66.05%	1,75,11,659	68.35%
Public Shareholders	89,99,493	33.95%	81,08,671	31.65%
Total	2,65,11,152	100%	2,56,20,330	100%

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.

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 Companys 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 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 Companys 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 Companys 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 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 NonExecutive 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

The current composition of the Board of Directors is as under: 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.

Name	Designation	DIN	Category	Date of First Appointment
Pankaj Seth	Managing Director	00027554	Executive Director / Promoter	01-09-2004
Anisha Seth	Whole-time Director	00027611	Executive Director / Promoter	01-09-2004
Varun Daga	Director	01932805	Non-Executive / Non-Independent	26-07-2011
*Parth Seth	CEO & Director	07684397	Executive Director / Promoter	30-01-2026
Sunil Buch	Director	07780539	Independent Director	04-02-2019
Chetna Malaviya	Director	07300976	Independent Director	22-06-2020
Chetan Mehra	Director	00022021	Independent Director	02-08-2023
*Aditya Jain	Director	11489453	Independent Director	30-01-2026
*Raveena Modi	Director	11041551	Independent Director	27-09-2025

*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

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 Companys 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, th< applicable accounting standards have beei followed along with proper explanation relating te material departures;

b. appropriate accounting policies have been selected and applied consistently, judgments anc estimates are made reasonably and prudenth so as to give a true and fair view of the state-of affairs of the Company at the end of FY 2025-2f and of the profit and loss of the Company for tha period;

c. proper and sufficient care has been taken for th< maintenance of adequate accounting record: in accordance with the provisions of the Act fo safeguarding the assets of the Company anc for preventing and detecting fraud and othe irregularities;

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

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

14. MEETINGS OF THE BOARD AND ITS COMMITTEES

During the financial year 2025-26 , five (5) Meeting: of the Board of Directors were held on April 29, 2025 July 23, 2025, August 28, 2025, October 16, 2025, an< January 30, 2026 . All meetings were held with a gaj of less than 120 days. The Company followed th applicable Secretarial Standards in relation to the Board Meetings. The particulars of meetings held anc 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 SEB LODR, the Company has constituted the following Statutory Committees of the Board:

Committee	Chairperson	Statutory Basis
Audit Committee	Mr. Sunil Buch	Section 177, Companies Act, 2013 & Regulation 18, SEBI LODR
Nomination and Remuneration Committee	Mrs. Chetna Malaviya	Section 178(1), Companies Act, 2013 & Regulation 19, SEBI LODR
Stakeholders Relationship Committee	Mr. Varun Daga	Section 178(5), Companies Act, 2013 & Regulation 20, SEBI LODR
Corporate Social Responsibility Committee	Mr. Pankaj Seth	Section 135, Companies Act, 2013

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 under the tab Policies.

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

In accordance with the provisions of the Act and Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, Individual directors including Independent Directors and Chairman, and its various Committees. A

structured questionnaire was formulated taking into consideration the various aspects of the Boards 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 arms 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 Companys website at https:// orbitexports.com/policies under the tab Policies.

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

22. CORPORATE GOVERNANCE REPORT AND CERTIFICATE FROM SECRETARIAL AUDITOR

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

A) 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 Jam & 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 Companys Corporate Social Responsibility Policy is available on its website and may be accessed at 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

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 ) 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:

Sr.	Financial Year	Date of Declaration	Last Date to Claim
1	2016-17 Interim Dividend	25-Jan-2017	02-Mar-2024 (Already transferred)
2	2016-17 Final Dividend	ll-Sep-2017	17-Oct-2024 (Already transferred)
3	2019-20 Interim Dividend	06-Mar-2020	ll-Apr-2027

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:

Bank Limits	Rating
Long-term Fund based limits - Term loans	[ICRA]A Stable, reaf- firmed
Long -term / Short-term fund-based limits	[ICRA]A (Stable)/ [ICRA] A1 reaffirmed

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 Companys website at https:// orbitexports.com/policies under 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 Companys 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 Boards 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 Companys revenue denominated in foreign currencies;

(ill) 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

(lii) 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 Companys website at .

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 Companys 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 Companys website at

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 COMPANYS 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 Companys 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

Bankruptcy Code, 2016 during FY 2025-26. There were no instances of one-time settlement with any bank or financial institution during the year; accordingly, details of valuation are not applicable.

45. ACKNOWLEDGEMENTS

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

	For and on behalf of the Board of Directors Orbit Exports Limited
Date: August 8, 2026 Place: Mumbai	Sd/- Pankaj Seth Chairman & Managing Director (DIN: 00027554)