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Orkla India Ltd.
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March 2023

Description of state of companies affair

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS: General Economy and Markets: During 2022-23, the Indian economy started to recover despite the Omicron wave sweeping across the country affecting millions from January 2022. As stated in the Economic Survey 2022-23 put out by the Ministry of Finance, mobility was enabled by localized lockdowns, rapid vaccination coverage across the country, milder symptoms and quick recovery from the infected population, contributed towards minimizing the loss of economic output. IMF estimated India to be among the top two fast-growing significant economies in 2022-23. However, there were several headwinds for the FMCG sector in India in 2022-23, a sharp rise in inflation worsened further by supply chain issues with an increase in fuel costs. Rural inflation was higher than urban inflation that delayed rural consumption – critical for the growth in Indian economy. Despite the above extremely volatile external environment, inflation, price and cost to consumer, your Company steered through the various challenges without compromising its growth platforms – whether they be product categories or geographic stronghold markets. These were driven by strategies of scale, efficiencies, product mix and judicious pricing strategies. Your Company delivered strong double-digit growth pivoting on both volume and value growths through the newly acquired Eastern Condiments Pvt Ltd and broad-based performance across all the rest of the categories. This was the highest growth by the India business in a decade despite a challenging economic environment. Strategic / Structural Initiatives: It may be recalled that your Company (the Board and shareholders) executed documentation to acquire a control equity stake of 67.82% in Eastern Condiments Private Limited (Eastern) in March 2021. While the acquisition was completed with closing date 31st March 2021, a merger application seeking merger of Eastern into your Company was filed in December 2021 before the concerned authorities (National Company Law Tribunal). Mainly due to virtual hearings during 2022-23 (due to Covid) and also due to multiple protracted hearings at NCLT the merger order was inordinately delayed. It was finally pronounced by NCLT in August 2023. Appropriate actions have been taken to make this merger effective from 1st September 2023 and actions to comply with the merger order have been taken. One of the key actions is to table the merged financials – subsuming Eastern Condiments Pvt Ltd into MTR Foods Pvt Ltd for the year ending 31st March 2023. Accordingly, the financials covered in this Annual Report highlights the merged financials. Since the merger order is retro-active in nature and is effective from the appointed date of 1st April 2021, MTR will also file a revised tax return for the year ending 31st March 2022. Further, actions will be initiated to rename MTR Foods Pvt Ltd to Orkla India Pvt Ltd. Meanwhile operations in India have also been divided into 3 Business Units – MTR Domestic, Eastern Domestic and International Business – enabling sharper focus in all these 3 BUs. Organisation structure and teams for these BUs have all been established and these 3 BUs will now help Orkla’s India business to grow to its full potential in the years to come. The year 2022-23 was yet another challenging year for Your Company (both MTR & Eastern divisions). The pandemic’s Omicron and its various variants continued to impact normal lives and livelihoods although the damage was not as widespread and intense as in the earlier year. In this somewhat unstable operating business environment, your Company’s focus remained on the health and safety of our employees, distribution partners and their employees, stakeholders etc to ensure uninterrupted supply of our products into the markets, meeting the changing needs of our consumers, and at the same time genuinely caring for the larger communities, safeguarding the environment and generally ensuring business continuity in a robust and controlled way. All the 3 Business Units - MTR & Eastern Domestic Business Units and also the International Business Unit – adapted to the environment and drove their business operations very well. Against the above challenging backdrop, our strong financial results for the financial year 2022-23 (indicating a revenue growth of 18%+) demonstrate strategic clarity, strength of our brands, our execution ability and market agility. Your Company & the Board wishes to place on record their sincere appreciation to the Company’s employees, business partners, distributors, vendors, customers & other stakeholders for their continued exemplary work to deliver excellent results in a difficult year, yet again. As mentioned above, despite the overall business uncertainty and volatility and sustained supply chain disruptions in markets and operations, due to the prevailing Covid environment, high inflation, etc during 2022-23, the Net sales of the merged company, during the year, grew by 18% largely due partially to the low base effects of the year 2021-22 as well as the normalizing sales trends in both domestic and international markets. All 3 business units maintained their strong margin profile, and therefore contributed significantly to the robust profit growth during the year. Relative to last year, the year 2022-23 saw fierce competition (mainly due to normalized market conditions for all players) in most categories and markets that your Company participates in. Competition in home markets continued to be strong which was countered by sharply targeted market specific consumer promotions and pricing actions – in all channels including digital E-commerce channels. Advertising & Sales promotion spends (somewhat curtailed in the previous year) was restored to normal levels and therefore increased by Rs 2,273 Lakhs during the year for the merged operations of MTR & Eastern from Rs 9,130 Lakhs in 2021-22 to Rs 11,402 Lakhs in 2022-23. Cost Control & profitability: The supply chains that were deeply impacted due to Covid disruptions continued to influence the commodity costs this year as well. In addition, the continued war situation in Ukraine brought in more uncertainty and volatility – especially for wheat-based products and cooking oils. In addition, certain spice Raw Materials also were in short supply and therefore commanded higher prices. Your Company had to take appropriate price corrections to cover cost increases to protect margins and profits. As stated earlier, based on the price increases rolled out, the rising commodity and other costs were not only offset but such swift pricing actions also helped to deliver a handsome margin during the year. The Material Margin for the business was higher by 1.3% compared to the previous year. The merged operations presented in the Annual report indicate an overall reduction of ~1% of sales due to higher scaled operations. Overheads growth has been broadly under control during the year despite an inflationary environment in the broader economy. Moreover, several synergy initiatives have also been rolled out during the year to reduce the cost base further by integrating various manufacturing locations, mapping manufacturing locations to markets as well as re-deploying manpower. As a result of all the aforesaid actions, overall employee costs reduced by 0.8% over the previous year and the other fixed overheads by a further ~0.4%. Consequent to the above EBIDTA for the year 2022-23 is higher by Rs 8796 lakhs and as a % to sales was higher at 15.5% (Rs 33827 Lakhs) compared to 13.6% (Rs 25031 Lakhs) last year. Interest cost for the current year 2022-23 was lower for the merged company than last year as your Company had surplus liquid resources emerging from the strong profitability trends noted above. This year’s Finance Cost was at Rs 2700 Lakhs compared to Rs 2938 Lakhs last year. With EBIDTA registering a significant increase by 1.9% to Sales – compared to last year -, profit before taxes for the year at Rs 25632 Lakhs was Rs 9131 Lakhs higher than last year. In addition, due to a higher tax depreciation benefit emerging out of the intangible assets from the merger, corporate current tax provisions for the year ending 31st March 2023 are significantly lower at Rs 593 Lakhs compared to the previous year. Information Technology: IT systems for today’s business must be state-of-the-art, drive agile actions and integrated with both front-end and back-end software platforms to enable quick exchange of data and analytics to improve decision making at all levels of business hierarchy. While most of the critical systems at MTR are digitized, Eastern systems need to be upgraded to enable unification with MTR platforms. One of the key tasks to achieve this goal is to migrate the ERP system at Eastern from Oracle to SAP which has been launched during the year. The migration process is expected to go live in October 2023 after which a series of other software platforms – mainly sales and manufacturing - will be rolled out to converge Eastern IT landscape with MTR. Industrial Relations: Your Company had harmonious relations with employees at all levels, functional and locations including the new sourcing, manufacturing and distribution locations of the erstwhile Eastern Condiments Pvt Ltd. Your Company’s Directors look forward to the future with a strong sense of optimism of improved business operations through the merged operations of MTR and Eastern in the ensuing years. There has been no change in the nature of business of company. During the year, Your Company recorded a total income of Rs 215404 Lakhs as against Rs 182206 Lakhs in the previous year registering an increase of Rs 33198 Lakhs. The Net profit of the Company for Financial Year 2022-23 was Rs 33796 Lakhs – higher by a significant Rs 22120 Lakhs – against Net profit of Rs 11,676 Lakhs achieved last year – mainly led by deferred tax credits of Rs 8796 Lakhs.

Details regarding energy conservation

CONSERVATION OF ENERGY Your Company had established a 300 Kw Solar power on the roof-tops of manufacturing plants in Bengaluru, which was commissioned in 2015-16. This plant is working efficiently and continues to yield satisfactory results and a substantial % of the power consumption in the factory is met by this “Green energy” initiative. In addition to this roof- top solar power plant, your Company had, in the previous year, entered into a supply agreement with a solar power producer in Karnataka whereby up-to 70% of the power requirement of your Company’s factory will be met by solar energy. This arrangement, commissioned at the current year end, is on an open access model which means NIL capex but energy gains of up-to Rs 8-10m p.a. will be realized by your Company. The company has a system in place to monitor consumption of energy and continues its efforts to conserve energy efficiently. Details of energy consumption are given below: Details 2022-23 2021-22 Electricity Purchased Units(Kwh) 1,12,95,257 1,03,32,034 Total Cost(Rs Lakhs) 959.27 822.38 Cost Per Unit 8.49 8.0 Other Consumption of Fuel PNG/LPG Quantity(MT/BTU) (2019-20 – MT) 7,053 5146 Total Cost(Rs in Lakhs) 103.32 61.82 Cost Per Ton/BTU 2,030.94 1201 Briquette Quantity (MT) 49,34,903 4521 Total Cost (Rs in Lakhs) 397.10 283.92 Cost Per Ton 8.05 6280 HSD Quantity (Ltrs) 1,08,456 117730 Total Cost (Rs in Lakhs) 95.75 103.18 Cost Per Litre 88.29 87.6

Details regarding technology absorption

The existing Effluent Treatment plant at your Company’s manufacturing complex in Bengaluru has been upgraded significantly in the year 2015-16 by establishing a state-of-the-art Effluent Treatment plant, now working efficiently with the expanded manufacturing facility. A new standalone Sewerage Treatment Plant (STP) was also set up in the previous year, to ensure that the combined enhanced load of all new facilities and workmen is handled with efficiency. Both these plants have now stabilized and have contributed to lowering the water load of the factory through effective recycling processes and water management techniques. With these initiatives, your Company is firmly on a path to meet its long-term goal of a Water Neutral organization.

Details regarding foreign exchange earnings and outgo

B. FOREIGN EXCHANGE EARNINGS AND OUTGO (amount in Lakhs) Forex Earnings (Rs. in Lakhs) FY 22-23 9,952 Forex Outgo (Rs. In Lakhs) FY 22-23 1,810

Disclosures in director’s responsibility statement

In accordance with the requirements of Section 134(5) of the Companies Act, 2013 the Board of Directors hereby state and confirm that: a) In the preparation of the annual accounts for the year ending March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The directors had selected such accounting policies and applied them consistently and made judgements and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period; c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The directors had prepared the annual accounts on a going concern basis; e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively