Orkla India Ltd IPOORKLAINDIA

The IPO opens on 29 Oct 2025 & closes on 31 Oct 2025.

Orkla India Limited was originally incorporated as 'MTR Foods Limited' as a public limited company, dated August 21, 1996 issued by the RoC. Upon conversion of Company from a public limited company to a private limited company, name was changed to 'MTR Foods Private Limited' and a fresh certificate of incorporation dated November 4, 2008 was issued by the RoC. Thereafter, name was changed to 'Orkla India Private Limited' dated January 4, 2024. Upon the conversion of Company into a public limited, the name of Company was changed to 'Orkla India Limited', and a fresh certificate of incorporation dated April 25, 2025 was issued by Central Processing Centre. Company is a subsidiary of Orkla ASA, a Norway-listed industrial, long-term investment company. Orkla India Limited is a multi-category Indian food company offering a diverse range of products to every meal occasion, including breakfast, lunch, snacks, dinner, beverages and desserts. The key product categories are Spices and Convenience Foods. The key products in Spices include Sambar Masala, Chicken Masala, Puliogare Masala, Rasam Masala and Meat Masala, among others, in blended spices; and Chilli, Kashmiri Chilli, Turmeric, Coriander and Cumin, among others, in pure spices. Convenience Foods products simplify the cooking process and enable quick meal preparation through products such as Gulab Jamun mix, Rava Idli mix, 3-Minute Poha and Dosa mix. The MTR brand was originally established in 1924 and has been one of the key brands of the Company since its incorporation in 1996. In 2007, as a precondition to acquisition of the Company by Orkla, pursuant to an internal reorganisation amongst the erstwhile shareholders of the Company, the exclusive rights to the MTR brand (for processed packaged foods and beverages) were formally acquired by Company. The Eastern brand was founded in 1983, and over four decades, has expanded its product range to include a portfolio of Spices and Convenience Foods. The brand ethos of Eastern is centred on providing local and quality food products, with a special emphasis on Kerala cuisine. It acquired 67.82% stake in the Eastern Condiments in March 2021. The Company got amalgamated with the subsidiary, Eastern Condiments in FY'23. Company launched the IPO by issuing 22,843,004 equity shares of face value of Re 1 each, through offer for sale by raising Rs 1667 crore in October, 2025.

Orkla India Ltd IPO will close on 31 Oct 2025.

<ul><li>Category market leader with the ability to build and scale household food brands through an in-depth understanding of local consumer tastes.</li><li>Multi-category food company with a focus on product innovation.</li><li>Extensive distribution infrastructure with deep regional network and wide global reach.</li><li>Efficient, large-scale manufacturing with stringent quality control and a robust supply chain.</li><li>Experienced and tenured management team supported by strong global parentage.</li><li>Capital efficient business model with a track record of delivering profitable growth.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Orkla Asa</td> <td>600</td> <td>---</td> <td>600</td> <td>---</td> </tr> <tr> <td>2</td> <td>Orkla Asia Holding AS</td> <td>---</td> <td>---</td> <td>---</td> <td>---</td> </tr> <tr> <td>3</td> <td>Orkla Asia Pacific Pte Ltd.</td> <td>123302090</td> <td>90</td> <td>102741322</td> <td>75</td> </tr> </tbody> </table>

<ul><li>The company's operations are subject to volatility in the pricing of raw materials and packaging materials. The company's inability to procure the raw materials and packaging material, at competitive prices, may adversely affect its business, financial condition, cash flows and results of operations.</li><li>The improper processing or storage of its products or raw materials, or spoilage of and damage to such products or raw materials, or any real or perceived contamination in the company's products or raw materials, could subject us to regulatory action, damage its reputation and have an adverse effect on the company's business, financial condition, cash flows and results of operations.</li><li>Any slowdown or interruption to the company's manufacturing operations or under-utilisation of its existing or future manufacturing facilities may have an adverse impact on the company's business and financial performance.</li><li>The company is dependents on its suppliers (the company's top ten suppliers contributed to 37.9% in the three months ended June 30, 2025 and 33.7% of total purchases in Fiscal 2025) for raw materials. Any loss of suppliers or interruptions in the timely delivery of supplies could have an adverse impact on its business, financial condition, cash flows and results of operations.</li><li>The company is party to certain statutory and regulatory actions under Food Safety and Standards Act, 2006 and any adverse outcome in such matters may adversely impact its business and operations.</li><li>A third-party owned and operated restaurant chain has the right to use the trade name "MTR" for its business operations and any negative publicity or quality issues associated with the restaurant chain may adversely affect the company's business, financial condition, cash flows and results of operations.</li><li>The company's inability to expand or effectively manage its growing base of distributors or retailers may have an adverse effect on the company's business, financial condition, cash flows and results of operations.</li><li>The examination report on the company's Restated Consolidated Financial information makes reference to certain modifications included in the audit reports on its consolidated financial statements and in the annexure to the reports prescribed under the Companies (Auditor's Report) Order, 2020 as of and for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023.</li><li>The company has in the past entered into related party transactions and will continue to do so in the future and there is no assurance that the company could not have achieved more favourable terms if such transactions had not been entered into with related parties.</li><li>The company derives a portion of its revenue from sale of products to customers outside India (20.4% and 20.6% in the three months ended June 30, 2025 and in Fiscal 2025). Our inability to effectively manage the company's exports or comply with regulations in countries to which the company export, may adversely affect its business, financial condition, cash flows and results of operations.</li><li>The company is subject to extensive regulations relating to food health and safety matters. Any non-compliance with or changes in such regulations applicable to us may adversely affect its reputation, business, financial condition, cash flows and results of operations.</li><li>The sale of the company's products is concentrated in South India (contributing to 70.0% and 70.2% of our revenue from sale of products in the three months ended June 30, 2025 and in Fiscal 2025). Additionally, eight of its nine owned manufacturing facilities and 15 of the company's 18 contract manufacturing facilities in India are located in South India, as of June 30, 2025 . As a result, we may be adversely affected by unfavourable events affecting this region.</li><li>An inability to anticipate and adapt to evolving consumer tastes, preferences and demand, to foresee a reduction in consumer preference for our products or to ensure product quality, may adversely impact demand for the company's products, brand loyalty and consequently its business prospects and financial performance.</li><li>Any delay or default in payments from its distributors or retailers could result in the reduction of the company's profits and adversely affect its financial condition.</li><li>The company is unable to trace some of its historical records including forms filed with the RoC, and certain of the company's forms are undated and / or unstamped and / or have factual discrepancy. There is no assurance that regulatory proceedings or actions will not be initiated against it in the future and that the company will not be subject to any penalty imposed by the competent regulatory authority in this regard.</li><li>The company's Promoter, Orkla ASA, has issued a Letter of Authorisation to the Company for usage of the "Orkla" trademark by us, and a termination of this Letter of Authorisation, or the imposition of any fees or royalty by Orkla ASA on us in the future, could adversely impact its business and operations.</li><li>The company's financial and operational performance may be adversely affected if the company is not successful in managing its inventory or working capital.</li><li>Termination of the company's agreements in relation to the contract manufacturing facilities may adversely affect its business, financial condition, cash flows and results of operations.</li><li>Climate change and weather patterns may impact the company's ability to procure raw materials, which in turn may adversely affect its business, financial condition, cash flows and results of operations.</li><li>The company rely on contract labour for carrying out certain of its functions at our manufacturing facilities and warehouses. Non-availability of contract workers at reasonable cost or increased wage demands could lead to disruption in the company's manufacturing facilities and/or increased production costs, which could adversely impact its business, financial condition, cash flows and results of operations.</li><li>The company may be unable to adequately obtain, maintain, protect and enforce its intellectual property rights. the company may also be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt its business and operations.</li><li>The company's business, financial condition, cash flows and results of operations may be adversely affected if the company is unable to maintain, protect and grow our brand image.</li><li>The industry the company operates in is labour-intensive and the company's business and operations may be affected by strikes, work stoppages or increased wage demands by its employees.</li><li>The company is exposed to risks in relation to the availability and fluctuations in the prices of power, fuel and water. Any shortage or non-availability of power, fuel and water at reasonable cost and in a timely manner could have an adverse impact on its business, financial condition, cash flows and results of operations.</li><li>Competition in the industry in which the company operates could result in a reduction in its market share or requires it to reduce the company's price points or incur substantial expenditure on advertising and marketing, all of which could adversely affect its business, financial condition, cash flows and results of operations.</li><li>An inability to comply with health, safety and environmental laws and regulatory standards may adversely affect the company's business, financial condition and results of operations.</li><li>The company is required to obtain, renew or maintain statutory and regulatory permits, licences and approvals to operate the company's business, and any delay or inability in obtaining, renewing or maintaining such permits, licences and approvals could result in an adverse effect on its business, financial condition, cash flows and results of operations.</li><li>The company may pursue opportunities for inorganic growth. The company's efforts at integrating acquired businesses may not yield timely or effective results, which may affect its financial condition, cash flows and results of operations.</li><li>The company is subject to counterfeit, cloned and pass-off products, which may reduce the company's sales and harm the reputation and goodwill of its brands.</li><li>Discontinuance or non-availability of government grants enjoyed by it or the company's inability to comply with related requirements may have an adverse effect on its business and results of operations</li><li>The company may not be able to achieve anticipated benefits from its product development initiatives and a failures to successfully develop the company's product portfolio may have adverse effect on its business, financial condition, cash flows and results of operations.</li><li>There are outstanding litigations against the Company, Directors and Promoter. An adverse outcome in any of these proceedings may affect its reputation and standing and impact the company's future business and could have a material adverse effect on its business, financial condition, cash flows and results of operations.</li><li>The company may not be able to sustain the company's past rate of growth in the future.</li><li>The company's profitability, margins and other metrics may be attributable to factors that may be non-recurring or outside its control, and any reversal of such factors could adversely affect the company's business, financial condition, cash flows and results of operations.</li><li>The company depends on its Promoter, Orkla ASA and other entities of the Orkla group for various advisory services and procurement services pertaining to its operations. Any adverse change in the company's relationship with Orkla ASA and the companies in the Orkla group could have an adverse impact on the company's reputation, business, financial condition, cash flows and results of operations.</li><li>The company is dependents on third-party transportation providers for delivery of raw materials purchased by it from the company's suppliers (the cost of which is typically borne by its suppliers) and delivery of the company's products, and any failures on the part of such service providers to meet their obligations could adversely affect the company's business, financial condition, cash flows and results of operations.</li><li>The company sells the company's products through e-commerce websites and quick-commerce platforms, which face distinct risks and its failures to successfully manage those risks could have a negative impact on the company's profitability.</li><li>There have been certain instances of delays in payment of statutory dues by it during the three months ended June 30, 2025 and the last three fiscals 2025, 2024 and 2023. Any delay in payment of statutory dues by it in the future, may result in the imposition of penalties and in turn may have an adverse effect on the company's business, financial condition, cash flows and results of operations</li><li>The company's inability to adopt new technologies to adhere to its quality product standards could adversely affect the company's business, financial condition, cash flows and results of operations.</li><li>The company's operations require a significant amount of working capital. Any inability to meet its working capital requirements may adversely affect the company's business, financial condition, cash flows and results of operations.</li><li>Damage to and / or malfunction of any of the company's operating systems or cyber security risks could disrupt its operations and adversely affect the company's business, financial condition, cash flows and results of operations.</li><li>Certain regulatory filings required to be made with the RBI under applicable law have been made with delays and have been compounded with the RBI</li><li>The company has certain contingent liabilities that have not been provided for in the company's financial statements, which if they materialise, may adversely affect its financial condition.</li><li>The company's success depends in large part upon its KMPs, SMPs and certain other employees and any inability to attract, train and retain such persons could adversely affect the company's business, financial condition, cash flows and results of operations.</li><li>The company is exposed to losses due to fraud, employee negligence, theft or similar incidents, which may have an adverse impact on its business, financial condition, cash flows and results of operations.</li><li>The company's insurance coverage may not be sufficient or may not adequately protect it against risks and unexpected events, which may adversely affect the company's business, financial condition, cash flows and results of operations.</li><li>The company cannot assure payment of dividends on the Equity Shares in the future and its ability to pay dividends in the future will depend on the company's earnings, financial condition, cash flows, working capital requirements, capital expenditures and the covenants of its financing arrangements.</li><li>Certain sections of this Red Herring Prospectus disclose information from the Technopak Report which has been prepared exclusively for the Offer and commissioned and paid for by it exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.</li><li>An inability to establish and maintain effective internal controls could lead to an adverse effect on the company's business, financial condition, cash flows and results of operations.</li><li>The company's Promoters will continue to retain significant shareholding in the Company after the Offer, which will allow them to exercise significant influence over it.</li><li>The company's business may be impacted by seasonal variations in sales volumes.</li><li>The company's Registered Office and five of its manufacturing facilities are situated on leased premises. In the event that the company lose such rights or are required to renegotiate arrangements for such rights or are unable to obtain consent under our leasehold / licensing arrangements, the company's business, financial condition, cash flows and results of operations may be adversely affected.</li><li>The company faces foreign exchange risks that could adversely affect its results of operations and cash flows.</li><li>Information relating to the historical capacity of the company's manufacturing facilities included in this Red Herring Prospectus is based on various assumptions and estimates and its future production and capacity may vary.</li><li>The company had current borrowings of Rs.23.3 million as of June 30, 2025 and may incur further indebtedness in the future and be required to comply with certain restrictive covenants and conditions under such financing agreements. Any non-compliance may lead to, accelerated repayment schedule, enforcement of security and suspension of further drawdowns, which may adversely affect its business, financial condition, cash flows and results of operations.</li><li>The company has in this Red Herring Prospectus included certain non-GAAP financial measures and certain other industry measures related to our operations and financial performance that may vary from any standard methodology that is applicable across the industry in which the company operates.</li><li>The company operates windmills and generate a portion of its revenue from operations (0.1% and 0.1% in the three months ended June 30, 2025 and Fiscal 2025, respectively) from the sale of energy from windmills (as per Ind AS 115 - Revenue from Contracts with Customers). The operation of windmills is subject to various risks, which could have an adverse impact on the company's business, financial condition, cash flows and results of operations.</li><li>The Company will not receive any proceeds from the Offer for Sale.</li><li>The company's Promoters, Directors, Key Managerial Personnel and Senior Management have interests in it other than the reimbursement of expenses incurred and normal remuneration and benefits.</li><li>Certain of the entities forming part of the company's Promoter Group are in a similar line of business as it which may involve conflict of interests, which could adversely impact the company's business.</li></ul>

The Issue type of Orkla India Ltd is Book Building.

The minimum application for shares of Orkla India Ltd is 20.

The total shares issue of Orkla India Ltd is 22843004.

Initial public offer of up to 22,843,004 equity shares bearing face value of Re. 1 each ("Equity Shares") of Orkla India Limited ("the Company" or the "Issuer") for cash at a price of Rs. 730 per equity share (Including a Premium of Rs. 729 per equity share) ("Offer Price") Aggregating to Rs. 1667.54 crores through an offer for sale (the "Offer" or "Offer for Sale") of up to 20,560,768 equity shares bearing face value of Rs. 1 each aggregating to Rs. 1500.75 crores by Orkla Asia Pacific Pte. Ltd. ("Promoter Selling Shareholder"), up to 1,141,118 equity shares bearing face value of Re. 1 each aggregating to Rs. 83.30 crores by Navas Meeran and up to 1,141,118 equity shares bearing face value of Re. 1 each aggregating to Rs. 83.30 crores by Feroz Meeran (Together Referred to as "Other Selling Shareholders" and together with promoter selling shareholder referred to as the "Selling Shareholders" and such equity shares offered by the selling shareholders, the "Offered Shares"). The offer shall constitute 16.7% of the post-offer paid-up equity share capital of the company. The offer included a reservation of 30,000 equity shares of face value of Re.1/- each, aggregating to Rs.1.98 crores (Constituting 0.0% of the post-offer paidup Equity Share Capital), for subscription by eligible employees ("Employee Reservation Portion"). The offer less the employee reservation portion is hereinafter referred to as the "Net Offer". The offer and the net offer each constitute 16.7% of the post-offer paid-up equity share capital of the company, respectively. A discount of Rs. 69 per equity share is being offered to eligible employees bidding in the employee reservation portion.