Dear Members,

The Board of Directors are pleased to present the 35th Annual Report of the Company along with Financial Statements (Consolidated and Standalone) for the financial year ended March 31, 2026.

Your Company's financial performance for the year ended March 31, 2026 as compared to the previous financial year ended March 31, 2025 is summarized below:

(Rs. in Lakhs)

Company's Performance Highlights:

During the financial year 2025-26, your Company's revenue from Operations on standalone basis for the year R 41,677.36 lakhs as compared to previous year of R 38,107.58 lakhs, thereby registering growth of 9.37 % on YoY basis. The profit before tax for the year was at R 4,286.15 lakhs as compared to R 3,295.73 lakhs previous year i.e. an increase of 30.05% YoY. The net profit for the year on standalone basis stood at R 3,215.88 lakhs as compared to R 2,438.35 lakhs in the previous year i.e. a growth of 31.89 % YoY.

Your Company's revenue from Operations for the year ended as on March 31, 2026 on consolidated basis stood at R 54,385.24 lakhs as compared to R 49,131.61 lakhs previous year, registering a growth of 10.69% on YoY basis. The profit before tax for the year was at R 5,704.58 lakhs as compared to R 3,629.98 lakhs previous year i.e. an increase of 57.15% YoY. The Company's net profit for the year ended March 31, 2026 on consolidated basis stood at R 4,432.49 lakhs as compared to the previous year of R 2,707.77 lakhs registering a growth of 63.69%.

The basic Earnings per share (EPS) on standalone basis for the year stood at R 14.25 per share, shows a growth of 3.47 as compared to R 10.78 per share for the previous year

Your Company's policy on Dividend Distribution is available at www.onwardgroup.com/lnvestors

In accordance with the said policy and based on the Company's performance, your Directors at their meeting held on May 05, 2026, have recommended payment of R 8/- ( 80%) per equity share of the face value of R 10/- (Rupees Ten only) each as final dividend for the financial year ended March 31, 2026. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM”) of the Company. The total outflow towards payment of final dividend will be R 17.96 crores resulting in a dividend payout ratio of 55.83% of standalone profits of the Company.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, the dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

Your directors' do not propose to transfer any amounts to the general reserves of the Company, instead have recommended to retain the entire profits for the financial year ended March 31, 2026 in the profit and loss account.

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as “the Act”) read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rules”), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the de-mat account of the IEPF Authority. During the Financial Year 2025-26 the Company has completed Seven (7) years of dividend declaration for FY 2017- 18 and the unclaimed dividend amount of R 2,36,951 according to IEPF Rules was transferred to the IEPF Authority.

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, your Company has not accepted any fixed deposits during the year under review.

As on March 31, 2026, the Company has one Indian subsidiary and four foreign subsidiaries:

There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act”). There has been no material change in the nature of the business of the subsidiaries.

As per the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiary (which includes associate companies and joint ventures) in Form AOC-1 is attached to the financial statements of the Company as Annexure - I.

The financial statements of the Company including consolidated financial statements along with the relevant documents and separate audited financial statements in respect of subsidiaries are available on the website of the Company www.onwardgroup.com/investors

Your Company's policy on material subsidiary is also available on the website at www. onwardgroup.com/investors

In accordance with the provisions of the Act, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations” through this report) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2025-26, together with the Auditors' Report form part of this Annual Report.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Harsha Raghavan (DIN: 01761512) retires by rotation at the ensuing Annual General Meeting ("AGM”) and, being eligible, has offered himself for re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members at the ensuing Annual General Meeting ("AGM”):

1. Mr. Harish Mehta is proposed to be re- appointed as Whole-time Director and Executive Chairman of the Company.

2. Mr. Jigar Mehta is proposed to be re- appointed as Managing Director of the Company.

3. Mr. Dhanpal Jhaveri is proposed to be re- appointed as an Independent Director of the Company for a second term of three years.

4. Mr. Jai Diwanji is proposed to be re-appointed as an Independent Director of the Company for a second term of three years.

The requisite resolutions seeking Members' approval for the aforesaid re-appointments form part of the Notice convening the ensuing AGM.

The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, all Independent Directors proposed to be re-appointed possess the requisite integrity, expertise, experience and proficiency.

The composition of Board of Directors as on March 31, 2026 is as follows:-

Declaration of Independence by Independent Directors

The Company has received the following declarations from all the Independent Directors confirming that:

1. They meet the criterion of independence as prescribed under Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. They have registered themselves with the Independent Director's Database maintained by the IICA.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014

Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel of the Company are Mr. Harish Mehta, Chairman & Whole-time Director, Mr. Jigar Mehta, Managing Director, Mr. Pawankumar Nathani, Chief Financial Officer and Mr Aakash Joshi, Company Secretary & Compliance Officer.

During the year 2025-26, Mr. Vinav Agarwal resigned as Company Secretary & Compliance Officer with effect from July 09, 2025 and Mr. Aakash Joshi appointed as Company Secretary & Compliance Officer with effect from July 16,2025.

9. SHARE CAPITAL Authorized Capital

As on March 31,2026, the Authorized Share Capital is Rs. 44,62,00,000/- comprising of 4,46,20,000 equity shares of Rs. 10/- each 3,36,20,000 Ordinary (Equity) Shares of Rs. 10 each and 10,00,000 Unclassified shares of T10 each and 1,00,00,000 Preference Shares of the face value of Rs. 10/- each.

Issued, subscribed and Paid-up share Capital

As on March 31, 2026, the issued, subscribed and paid-up capital of the Company is Rs. 22,75,38,700 /- comprising of 2,27,53,870 Equity Shares of Rs. 10/- each.

Allotment of shares under ESOP Schemes

During the year under review, the Company has issued and allotted 68,300 fully paid-up Equity Shares of T10/- each were allotted to various employees under ESOP Scheme 2019, respectively.

Your Company follows the highest standards of Corporate Governance best practices. It adheres to and has implemented the requirements set out by SEBI's Corporate Governance norms. A separate section on Corporate Governance forms a part of the Directors' Report. A certificate confirming the compliance of the conditions of Corporate Governance as stipulated in Listing Regulations from Nilesh A. Pradhan & Co., LLP Practicing Company Secretaries, is forming part of the Annual Report.

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section forming part of this Annual Report.

As stipulated under Regulation 34 of Listing Regulations, the Business Responsibility and Sustainability Reporting describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report.

A. Corporate Social Responsibility Policy

During the financial year ended March 31, 2026, the Company incurred CSR contribution of T62.47 Lakhs (Rupees Sixty two Lakhs forty seven thousand only). The CSR initiatives of the Company were under the area of education , health , Women Empowerment , eradicating hunger and promoting sports The CSR Policy of the Company is available on the website of the Company at www.onwardgroup.com/ investors

Further, the information pursuant to Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure - II outlining the main initiatives during the year under review.

Further, your Company has obtained certificate from Chief Financial Officer as required under Section 135, of the Companies Act, 2013.

B. Risk Management Policy

The Company has formulated the Risk Management Policy in accordance with the Regulation 21 of Listing Regulations to be read with Part D of Schedule II. The details with respect to the Risk Management Policy forms part of the Management Discussion and Analysis Report. The Policy is disclosed on our website at www.onwardgroup.com/ investors

C. Vigil Mechanism/Whistle Blower Policy

Your Company has a Whistle Blower Policy in place as required under Section 177 of the Act and Regulation 22 of the Listing Regulations. The mechanism provides for adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Chairman of the Audit Committee. More details in this regard have been outlined in the corporate governance report annexed to this report. The Policy is disclosed on the Company's website with the following link www.onwardgroup.com/Investors

D. Nomination and Remuneration Policy

Pursuant to the provisions of Section 134(3) (e) and Section 178(3) of the Act and the SEBI Listing Regulations, the policy of the Company on Directors' appointment and remuneration, including the criteria for determining qualification, positive attributes, independence of directors and other matters like Board Diversity are given on the website of the Company at www.onwardgroup.com/ Investors

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate Governance Report which forms part of this Annual Report. The said Policy of the Company, inter-alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & re-appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations.

E. Prevention of Sexual Harassment of Women at Workplace Policy

Your Company has in place a formal policy for the prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”. The Company has formed Internal Complaint Committee who periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

We report the following details for Financial Year ended on March 31, 2026:

The Company's shares are listed on BSE Limited and the National Stock Exchange of India Limited.

A declaration signed by the Managing Director affirming compliance with the Company's Code of Conduct by the Directors and Senior Management Personnel, for the financial year 2025-26 as required under Schedule V of the SEBI LODR Regulations forms part of this Annual Report.

Pursuant to Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge states that:

a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts had been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial control 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 were adequate and operating effectively.

Employees' Stock Option Schemes

The Company has two employee stock options plans namely Onward Employee Stock Option Plan 2019 (ESOP 2019) and 'Onward Employee Stock Option Scheme 2024' ("ESOS 2024"/ "Scheme") which from time to time to motivate, incentivise, attract new talents and inculcate the feeling of employee ownership, and reward employees of the Company and its Subsidiaries. The Nomination and Remuneration Committee administers these ESOP Scheme. There have been no material changes to these plans during the financial year. The disclosures required to be made under relevant provisions of the Act and the SEBI (Share Based Employee Benefits) Regulations, 2014 is given as Annexure - III & Annexure III-A to this report.

The Members of the Company approved 'Onward Employee Stock Option Scheme 2024' ("ESOS 2024"/ "Scheme") on January 23, 2025 for which the In - Principle approval for listing up to a maximum of 11,25,000 equity shares of ' 10/- Each was received on July 23, 2025. The Exercise Price per Option shall be determined by the Committee at the time of Grant subject to a maximum discount of up to 30% (Thirty percentage) to the Market Price of Shares as on the date of Grant.

Both the scheme documents can be accessible from the website of the company www.onwardgroup.com

Particulars of Employees and related disclosures

In accordance with the requirements of Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended regarding employees is given in Annexure - IV. In terms of the provisions of Section 136 of the Act, the Annual Report is being sent to members excluding the aforementioned information. Any member interested in obtaining such information may write to the Company Secretary of the Company.

Meetings of the Board

During the financial year 2025-26, 4 (four) meetings of the Board of Directors were held on May 16, 2025; July 16, 2025; October 17, 2025 and January 16, 2026. For further details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Annual Report.

Committees of Board

Currently, the Company has Five Board level Committees: Audit Committee ('AC'),

Nomination and Remuneration Committee ('NRC'), Stakeholders' Relationship Committee ('SRC'), Risk Management Committee ('RMC') and Corporate Social Responsibility Committee ("CSR"). All the recommendations made by the Committees of Board including the Audit Committee were accepted by the Board.

Performance Evaluation of the Board, its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013, the Board is required to carry out annual evaluation of its own performance and that of its committees and individual Directors. Accordingly, your Company has carried out the performance evaluation as required during the year under review. The Independent Directors at their separate meeting review the performance of non-independent directors and the Board as a whole, Chairperson of the Company after taking into account the views of Executive Director and Non-Executive Directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Familiarisation Programme for Independent Directors

Pursuant to the SEBIListing Regulations, the Company has devised a familiarisation programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

Through the familiarisation programme, the Company apprises the independent directors about the business model, corporate strategies, business plans and operations of the Company. These directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarised with Company's vision, mission, core values, and corporate governance practices. Details of familiarisation programme of Independent Directors are available on the website of the Company at www.onwardgroup. com/investors

17. AUDITORS AND INFORMATION ON AUDITORS' OBSERVATIONS Statutory Auditors

M/s. BSR & Co, LLP Chartered Accountants, (Firm Registration No. 101248W/W-100022 were appointed as the Statutory Auditors of the Company for the period of 5 years starting from conclusion of 31st AGM till the conclusion of 36th AGM of the Company to be held in calendar year 2027. The statutory auditor had confirmed that they are not disqualified from being re-appointed as auditor of the Company.

The Auditor's Report on standalone and consolidated financial statements for the year ended March 31, 2026 forms part of the Annual Report and contains an unmodified opinion without any qualification, reservation or adverse remark. The observations made in the Auditors' Report read together with relevant notes thereon are self-explanatory and hence do not call for any further explanations or comments by the Board under Section 134 of the Act.

Secretarial Auditors

The Board of Directors and the Members of the Company has appointed Nilesh A. Pradhan & Co.,LLP Practicing Company Secretaries, as the Secretarial Auditors at the 34th Annual General Meeting of the company for a term of 5(Five) consecutive years from April 1, 2025 till March 31, 2030.

The Secretarial Audit Report for the financial year ended March 31, 2026 under Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure - V to this report. The observation/remark made in the Secretarial Audit Report is self-explanatory and hence do not call for any further explanations or comments by the Board.

Cost Auditors and Cost Records

Pursuant to Section 148(1) of the Companies Act, 2013, Cost Audit is not required for the Company for the financial year ended March 31, 2026. The Company is not required to maintain cost records under the provisions of Section 148(1) of the Companies Act, 2013.

Reporting of Frauds by Auditors

During the year under review, none of the auditors have reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be form part of the Board's report.

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in ordinary course of business and on arm's length basis in terms of provisions of the Act. There are no materially significant related party transactions made by the Company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature and value of the transactions. The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note 26 to the Standalone Financial Statements of the Company.

Your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.onwardgroup. com/investors

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of operations. The organisation is appropriately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function reports to the Audit Committee. Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors. The policies to ensure uniform accounting treatment are prescribed to the subsidiary of your Company. The accounts of the subsidiary company are audited and certified by their respective Auditors for consolidation.

The statutory auditors of your Company have audited the financial statements including this Annual report and have stated on the Company's internal control under Section 143 of Companies Act, 2013 in their report. Further, the Company has appointed Ahuja Valecha & Associates LLP, Chartered Accountants, as an internal auditor of the Company to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan and approved by the Audit Committee.

The details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of notes to the Financial Statements.

Particulars required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, are given in Annexure - VI forming part of this report.

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2026 is available on the Company's website on www.onwardgroup.com/investornews

No significant and material orders have been passed by the Regulators/Courts/Tribunals impacting the going concern status and Company's operations in future.

Your directors state the during the financial year under review:

1. Neither the Managing Director or whole time director of the Company received any remuneration or commission from any of its subsidiaries.

2. There was no change in the nature of business of your Company.

3. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2025- 26 and the date of this report.

4. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

5. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

6. The Company has not issued any sweat equity shares to its directors or employees;

7. There was no revision of financial statements and Boards report of the Company during the year under review.

8. There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

9. There was no instance of one time settlement with any Bank or Financial Institution.

10. The Company has complied with the provisions with respect to the Maternity Benefit Act 1961.

Your Directors takes this opportunity to express their deep sense of gratitude to high degree of professionalism, commitment and dedication displayed by employees at all levels. Your Directors also wish to thank its esteemed corporate clients, dealers, agents, suppliers, technology partners, investors, Government Authorities and bankers for their continued support and faith reposed in the Company. Your Directors are deeply grateful to the shareholders for the confidence and faith that they have always reposed in the Company.