Orkla India Limited (formerly known as Orkla India Private Limited and MTR Foods Private Limited) has announced the convening of its Thirtieth (30th) Annual General Meeting (AGM) on Wednesday, August 19, 2026, at 03:00 p.m. (IST), to be conducted through Video Conferencing (VC)/Other Audio-Visual Means (OAVM). The notice was filed with the stock exchanges on July 25, 2026, by Company Secretary and Compliance Officer Kaushik Seshadri, in compliance with Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The AGM proceedings are deemed to be conducted at the company's registered office at No. 1, 2nd & 3rd Floor, 100 Feet Inner Ring Road, Ejipura, Ashwini Layout, Vivek Nagar, Bengaluru – 560047, Karnataka.

AGM Key Dates and Participation Details

Shareholders can participate in the AGM through the NSDL e-voting platform. The following table summarises the key dates and logistical details for participation:

Agenda: Ordinary Business

The AGM will transact the following ordinary business items:

• Adoption of Financial Statements: Shareholders will consider and adopt the audited standalone and consolidated financial statements of the company for the financial year ended March 31, 2026, along with the reports of the Board of Directors and Auditors.
• Re-appointment of Director: Mr. Per Haavard Skiaker Maelen (DIN: 10138903), Non-Executive Director, who retires by rotation and being eligible, offers himself for re-appointment.

Director Seeking Re-appointment

The following details pertain to Mr. Per Haavard Skiaker Maelen, whose re-appointment is proposed at the AGM:

Mr. Maelen brings over two decades of experience in the FMCG and investment banking sectors. He serves as Senior Vice President and Investment Director of Orkla ASA, and also holds directorships at Health and Sports Nutrition Group HSNB AB, Orkla Asia Holding AS, Orkla Food Ingredients AS, and Orkla Investeringer AS. He holds a Bachelor (Hons) degree in Business Administration from European Business School London. During FY 2025-26, he attended 100% of Board Meetings (15 of 15), Audit Committee meetings (10 of 10), and Stakeholders' Relationship Committee meetings (1 of 1).

Agenda: Special Business — Ratification of Stock Option Plans

The AGM will also seek shareholder approval through Special Resolutions for the ratification of two pre-IPO stock option plans. These plans were originally approved by the Board of Directors on May 12, 2025, and by shareholders on May 16, 2025, prior to the company's listing. In accordance with Regulation 12(1) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, post-IPO ratification by shareholders is required before any fresh grants can be made under pre-IPO schemes.

ESOP 2025 and MSOP 2025 — Key Comparative Details

The following table highlights the key parameters of the two plans being placed for ratification:

The special resolutions also include ratification of the extension of benefits under both ESOP 2025 and MSOP 2025 to eligible employees of subsidiary companies and the holding company, within the overall approved limits of 27,39,784 ESOPs and 4,70,000 MSOPs respectively.

E-voting and Shareholder Participation

Shareholders holding shares as on the cut-off date of Wednesday, August 12, 2026, are entitled to participate in remote e-voting and the AGM. The VC/OAVM facility will be available to up to 1,000 shareholders on a first-come-first-served basis, excluding large shareholders (holding 2% or more), promoters, institutional investors, directors, key managerial personnel, committee chairpersons, and auditors, who may attend without restriction. Shareholders wishing to register as speakers may do so by sending a request from their registered email ID between August 13, 2026 (9:00 a.m. IST) and August 16, 2026 (5:00 p.m. IST). The scrutinizers appointed for the e-voting process are CS Pramod S M (Membership No. F7834, CP No. 13784) and CS Biswajit Ghosh (Membership No. F8750, CP No. 8239), Partners of M/s. BMP & Co. LLP, Practicing Company Secretaries.

Orkla India Limited has received a show cause notice from the Commercial Taxes Department proposing a demand of Rs 8.41 Cr for Financial Year 2023-24. The notice, issued under Section 73 of the TNGST Act, 2017 and the CGST Act, 2017, pertains to alleged discrepancies regarding Input Tax Credit (ITC) and the reversal of common ITC. The company stated that it intends to contest the allegations by filing detailed objections with the relevant authorities within the stipulated timeline.

The demand is broken down into three components: a tax demand of Rs 5,23,57,426, proposed interest of Rs 2,64,39,783, and a penalty of Rs 52,85,742. The notice, dated July 20, 2026, was issued by the Office of the Assistant Commissioner (ST), Ayyappanthangal Assessment Circle, Chennai. It raises issues concerning the reconciliation of exempt supplies, credit notes, and transactions with related or distinct persons.

Breakdown of Proposed Demand

The allegations primarily arise from the department's interpretation of provisions and the reconciliation of information disclosed in various GST returns and statements filed by the company. Orkla India maintains that the issues raised are based on the department's view and is currently evaluating the contents of the notice.

In response to the communication, the company is preparing to submit detailed objections along with supporting documentation. Orkla India further stated that it would evaluate the legal options available under the applicable laws to address the demand. The disclosure was made to the stock exchanges in compliance with Regulation 30 of the SEBI Listing Regulations.