The Board of Directors is pleased to present the 54^th Annual Report of the Company along with the
Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31^st March, 2026
("FY 2025-26”) and the report of the Auditors thereon.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended 31^st March, 2026 on a Standalone and
Consolidated basis, is summarized below:

2. OPERATIONAL PERFORMANCE/STATE OF COMPANY’S AFFAIRS:a. Standalone Performance:

During the financial year under review, the Company delivered a steady operational and financial
performance, reflecting its continued focus on sustainable growth and value creation. The Revenue
from Operations of the Company stood at ' 1,02,557 lakh as against ' 92,797 lakh in the previous
financial year, registering a growth of 10.52% over the previous year.

The Company reported a Profit after Tax of ' 2,526 lakh during the financial year under review as
compared to ' 4,684 lakh in the previous financial year Consequently, the Earnings per Share (EPS)
stood at ' 7.51 as against ' 13.92 in the previous financial year

The net worth of the Company increased to ' 65,450 Lakh at the end of the FY 2025-26 from ' 63,103
lakh at the end of FY 2024-25, thereby registering a growth of 3.72%.

b. Consolidated Performance:

I n FY 2025-26, the Company's consolidated Revenue from Operations increased to ' 1,03,078 lakh
from ' 92,826 lakh in the previous financial year, reflecting a growth of approximately 11%. The year also
marked a significant milestone in the Company's journey, as it crossed the ' 1,000 crore revenue mark
for the first time.

The Company reported a Consolidated Profit after Tax of ' 331 lakh as compared to ' 3,433 lakh in the
previous financial year Consequently, the Earnings per Share (EPS) stood at ' 0.98 as against ' 10.20 in
the previous financial year

The Consolidated net worth of the Company increased to ' 61,688 lakh at the end of the FY 2025-26
from ' 61,532 lakh at the end of FY 2024-25, thereby registering a growth of 0.25%.

c. Operational Highlights

FY 2025-26 marked a significant milestone in the Company's journey as it surpassed the ' 1,000
crore consolidated revenue mark for the first time. Consolidated Revenue from Operations stood at
' 1,030 crore as against ' 928 crore in the previous financial year, registering a year-on-year growth
of approximately 11%. This achievement reflects the resilience of the Company's diversified product
portfolio across its three business divisions, the strength of its customer relationships and its continued
focus on driving sustainable business growth.

Despite the strong revenue performance, profitability remained under pressure during the year due to
margin compression arising from higher raw material and feedstock costs, continued pricing pressures
across key product segments and the initial operating costs associated with the ramp-up of the
Mahad manufacturing facility. Amid these challenges, the Company remained focused on operational
excellence, prudent cost management, and maximising returns from the significant investments made
across its manufacturing facilities over the past five years while continuing to strengthen its market
position through sustained volume growth and customer engagement.

Looking ahead to FY 2026-27, the Company will continue to focus on driving volume growth,
protecting and expanding its market share, accelerating the commercial ramp-up of the Mahad facility
and structurally improving margins through enhanced operational efficiencies and optimal utilisation
of existing assets. While the Company remains well positioned to pursue future growth opportunities
supported by a strong financial foundation, its immediate priority will be to consolidate recent
investments and deliver sustainable profitable growth.

3. DIVIDEND:

The Board of Directors has recommended a final dividend of ' 0.50/- per share (10%) of face value of ' 5/-
each for FY 2025-26, for approval of the members at the ensuing 54^th Annual General Meeting. The dividend
pay-out is in accordance with the Company's Dividend Distribution Policy. If approved, the dividend would
be paid to the members whose names appear in the Register of Members as on Wednesday, 05^th August,
2026. The total cash outflow would be ' 168.27 Lakh.

I n terms of provisions of the Income Tax Act, 1961, dividends paid or distributed by the Company shall be
taxable in the hands of the shareholders. Accordingly the Company makes the payment of the proposed
dividend after deduction of tax at source.

4. TRANSFER TO RESERVES:

The Company does not propose to transfer any amount (previous year NIL) to the reserves from surplus. An
amount of ' 64,335.07 lakh (previous year ' 61,976.92 lakh) is proposed to be held as Retained Earnings.

5. SHARE CAPITAL:a. Authorized Capital

The authorized share capital of the Company as on 31^st March, 2026 stood at ' 35,00,00,000/- (Rupees
Thirty-Five Crore only) comprising of 7,00,00,000 Equity shares of ' 5/- each.

b. Paid-Up Capital

The paid-up capital of the Company as on 31^st March, 2026 stood at ' 16,82,67,880/- (Rupees Sixteen
Crore Eighty-Two Lakh Sixty-Seven Thousand Eight Hundred and Eighty only) comprising of 3,36,53,576
shares of ' 5/- each.

During the year under review, the Company has not issued any:

a) shares with differential rights

b) sweat equity shares

6. DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

During the year under review the Company has not accepted any Deposits within the meaning of Section 73
of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. FINANCIAL STATEMENT:

The Audited Standalone and Consolidated financial statements for the year ended on 31^st March, 2026 have
been prepared in accordance with the Indian Accounting Standards (Ind AS) , provisions of the Companies
Act, 2013 (hereinafter referred to as "The Act”) read with the Companies (Accounts) Rules, 2014 as amended
from time to time and Regulation 33 of the Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations”). The
estimates and judgments made in the preparation of the Financial Statements are based on prudence,
ensuring that the form and substance of transactions are appropriately reflected and that the Company's
state of affairs, financial results, and cash flows for the year ended 31^st March, 2026 are presented in a true
and fair manner The Notes to the Financial Statements adequately cover the standalone and consolidated
Audited Statements and form an integral part of this Report. The Audited Standalone and Consolidated
financial statements together with Auditor's Report form part of the Annual Report.

8. PERFORMANCE HIGHLIGHTS OF SUBSIDIARIES:a. PT Oriental Aromatics (Indonesia)

The Company has only one overseas subsidiary namely PT Oriental Aromatics in Indonesia. Presently
the Company is not doing any business. The Company reported a profit after tax of ' 11.39 lakh during
the year under review as against a loss of ' 3.09 lakh in the previous year. The profit for the year was
principally attributable to non-operational income arising from the write-back of certain balances.

b. Oriental Aromatics & Sons Limited

Oriental Aromatics & Sons Limited, a wholly owned subsidiary of the Company, was incorporated on
27^th December, 2019 and is engaged in the business of Specialty Aroma Chemicals. The subsidiary
continues to be in its ramp-up phase and continues to impact the consolidated EBITDA margins by
approximately 1% to 1.5%, as indicated by the Company in previous quarters.

During FY 2025-26, it recorded a loss of ' 2,214 lakh. However, the encouraging customer acceptance of
the products manufactured at the Mahad facility provides a strong foundation for improved performance
and positive outcomes in the future.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the
Company's subsidiaries, in the format prescribed under e-Form AOC-1 as per the Companies (Accounts)
Second Amendment Rules, 2025, is attached as "Annexure A” to the Board's Report.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including
the Consolidated Financial Statements and audited accounts of each of its subsidiaries, are available on
the website of the Company atwww.orientalaromatics.com/subsidiaries.php.

9. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES DURING THE YEAR:

During the financial year under review, there were no companies that became or ceased to be subsidiaries,
joint ventures or associate companies of the Company.

10. SECRETARIAL STANDARDS:

The Company has complied with the applicable provisions of Secretarial Standards (SS-1 and SS-2) relating
to Meetings of the Board of Directors and General Meetings, respectively, issued by the Institute of Company
Secretaries of India (ICSI).

11. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Your Company remains committed to sustainable and responsible growth by adopting environmentally
conscious and resource-efficient production practices aimed at minimizing its impact on nature. In line with
its focus on transparency and accountability, the Company has complied with the applicable requirements
of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended from time to time, with respect to the Business Responsibility and Sustainability Report (BRSR).

The BRSR forms part of this Annual Report and highlights the Company's performance across key
environmental, social, and governance (ESG) parameters. A copy of the BRSR is also available on the
Company's website at https/www.orientalaromatics.com/BSSR.php

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has established a robust internal financial control framework to ensure the orderly and
efficient conduct of its business. These controls are designed to safeguard assets, prevent and detect
frauds and errors, ensure the accuracy and completeness of accounting records, and support the timely
preparation of reliable financial information. The internal control systems are supported by well-defined
policies, standard operating procedures, and adequate segregation of duties. These controls are regularly
reviewed and monitored for effectiveness, and periodic internal audits are conducted to assess compliance
with applicable policies, procedures, and statutory requirements. Based on the audit findings, necessary
corrective actions are implemented to further strengthen the control environment.

A detailed note on the internal control systems and their adequacy is provided in the Management Discussion
and Analysis Report, which forms part of this Annual Report.

13. CREDIT RATING:

During the year under review, the Company's credit ratings were reaffirmed. ICRA Limited, vide its letter
dated 15^th July 2025 reaffirmed the Company's long-term rating of [ICRA]A- (pronounced ICRA A minus)
and short-term rating of [ICRA]A2 (pronounced ICRA A two plus). While the ratings remained unchanged,
ICRA, further vide its letter dated February 23, 2026, revised the outlook from Stable to Negative.

The details of the ratings assigned are summarised below:

Outlook:

The revision in outlook was primarily driven by moderation in profitability and operating margins, continued
losses during the ramp-up phase of the Mahad facility, elevated working capital requirements due to
inventory build-up and slower offtake, and the resultant pressure on cash flows and leverage metrics. The
Company remains focused on improving operational performance, optimising working capital, enhancing
margins, and accelerating the ramp-up of the Mahad facility to strengthen its financial profile.

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not given any loans, guarantees, or provided any securities during the year under review,
except to its wholly owned subsidiary, in respect of which the provisions of Section 186 of the Companies
Act, 2013 are not applicable.

Further, the details of loans, guarantees, and investments made in the wholly owned subsidiary are disclosed
in the notes to the financial statements forming part of the Annual Report.

15. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the year were in the ordinary course of business
and on arm's length basis and were approved by the Audit Committee. Certain transactions, which were
repetitive in nature, were approved through omnibus approval mechanism.

There were no material transactions of the Company with any of its related parties as per the Act. Therefore,
the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC
-2 is not applicable to the Company for FY 2025-26.

Disclosures with respect to Related Party Transactions as per Indian Accounting Standards ("IND AS”)-24
have been made in Note 41 to the Standalone Financial Statements.

The Company has a Policy on Related Party Transactions in line with the Companies Act, 2013 and the SEBI
Listing Regulations which is available on the Company's website at:https://www.orientalaromatics.com/
documents/corporate-governance/policies/policv-on-related-partv-transactions1.pdf

16. BOARD, COMMITTEES OF THE BOARD AND OTHER INFORMATION:

The Board of the Company comprises of distinguished professionals with proven expertise, integrity, and
leadership capabilities. They bring valuable experience and financial expertise and demonstrate strong
commitment by actively participating and devoting sufficient time to the Company's affairs.

a. COMPOSITION:

The Board comprises of 6 (Six) Directors, out of which 3 (Three) are Independent Directors and the
details thereof have been provided in the Corporate Governance Report.

b. APPOINTMENT/ RE-APPOINTMENT/ CESSATION

During the year under review, there was no change in composition of the Board of Directors of the
Company

Subsequent to the close of the financial year, the Board, upon recommendation of the Nomination
and Remuneration Committee at its Meeting held on 20^th May 2026, approved the appointment of Mr.
John Gloster (DIN: 02421071) as an Additional Director in the capacity of Non-Executive - Independent
Director on the Board.

The Board has recommended his appointment as an Independent Director, not liable to retire by rotation,
for a term of five consecutive years with effect from 20^th May, 2026, for the approval of the shareholders
at the ensuing 54^th Annual General Meeting.

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION

I n terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company
Mr Satish Kumar Ray, Executive Director (DIN:07904910) of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible offers himself for re-appointment.

CESSATION/RESIGNATION:

Subsequent to the close of the financial year, Mr. Deepak Ramachandra (DIN:10633078) tendered his
resignation from the position of Non-Executive Independent Director of the Company with effect
from 21^st May, 2026, due to other professional commitments. Consequently, he also ceased to hold the
position of Chairman of the Nomination & Remuneration Committee, the Stakeholders' Relationship
Committee, and the Audit Committee of the Company.

c. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have provided declarations confirming their independence in accordance
with Section 149(6) of the Companies Act, 2013 and Regulations 25(8) and 16(1)(b) of the SEBI Listing
Regulations and that they are independent of the management.

The Independent Directors have complied with the Code for Independent Directors as prescribed under
Schedule IV of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. In the opinion of the Board, they possess the requisite qualifications, experience, and
expertise and uphold the highest standards of integrity. The Company has also adopted a Code of
Conduct for Directors and Senior Management Personnel, and all members have affirmed compliance
with the same for the financial year 2025-26. The said Code is available on the Company's website at:
https://www.orientalaromatics.com/corporate-governance.php

d. BOARD MEETINGS:

During the year under review, five (5) Board Meetings were conducted, and the gap between them was
within the prescribed limits. Details of the Board Meetings are provided in the Corporate Governance
Report annexed hereto.

e. COMMITTEES OF THE BOARD:

The Company has constituted various Board Committees in accordance with the Companies Act, 2013
and the SEBI Listing Regulations. Details of these Committees are provided in the Corporate Governance
Report forming part of this Annual Report.

f. FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has in place a Familiarization Programme for Independent Directors in accordance with
the requirements of Regulation 25(7) of the SEBI Listing Regulations. The programme is designed to
provide Independent Directors with an understanding of their roles, duties, and responsibilities, as well
as insights into the Company's operations, industry environment, and business model. Details of the
Familiarization Programme are available on the Company's website athttps://www.orientalaromatics.
com/familiarisation-programme.php. and further information on programmes conducted during the
year is provided in the Corporate Governance Report forming part of this Annual Report.

g. EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:

During the year under review, the Board carried out an annual performance evaluation of its own
functioning, that of its Committees, and individual Directors, including the Chairman, in accordance with
the applicable provisions. The evaluation was conducted through a structured questionnaire covering
various aspects such as Board effectiveness, quality of discussions, flow of information, composition,
and understanding of roles and responsibilities. The performance of the Chairman was evaluated by
the Independent Directors at a separate meeting. The Committees were also assessed based on their
effectiveness in discharging their respective roles and responsibilities.

h. KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2026, the following are the Key Managerial Personnel (KMP) of the Company. There
was no change in the KMP during the financial year 2025-26:

- Mr. Dharmil A. Bodani - Chairman and Managing Director, DIN: 00618333

- Mr. Shyamal A Bodani - Executive Director, DIN: 00617950

- Mr. Satish Kumar Ray- Executive Director- Operations, DIN: 07904910

- Mr. Parag K. Satoskar - Chief Executive Officer

- Mr. Girish Khandelwal - Chief Financial Officer

- Ms. Kiranpreet Gill - Company Secretary and Compliance Officer

- Ms. Anita Satoskar- Chief Technology Officer
7. CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance, along with a certificate from the Company's Auditors
confirming compliance, forms part of this Annual Report in accordance with the SEBI Listing Regulations.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the SEBI Listing Regulations 2015, the Management Discussion and
Analysis Report forms an integral part of this Annual Report.

19. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, the Directors hereby state
and confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed and
there have been no material departures.

b. Such accounting policies have been selected and applied consistently and judgments and estimates
have been made that are reasonable and prudent to give a true and fair view of the Company's state of
affairs as at 31^st March, 2026 and of the Company's profit for the year ended on that date.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records, in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.

d. The annual financial statements have been prepared on a going concern basis.

e. That internal financial control were laid down to be followed and that such internal financial controls
were adequate and were operating effectively.

f. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

20. RECOMMENDATIONS OF AUDIT COMMITTEE

During the year under review, all recommendations made by the Audit Committee were accepted by the
Board of Directors.

21. DISCLOSURES RELATED TO POLICIES:a. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to Section 135 of the Companies Act, 2013 and the Rules made there under, the Board of
Directors has constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship
of Mr Shyamal A. Bodani, Executive Director (DIN:00617950). The Company undertakes CSR activities
in accordance with the CSR Policy. The Company has adopted a strategy for undertaking CSR activities
either directly or through Keshavlal V Bodani Education Foundation and / other implementing agencies,
as deemed appropriate, and is committed to allocating at least 2% of the average net profits of the
preceding three financial years.

The Company has identified and adopted projects as per the activities included and amended from
time to time in Schedule VII of the Companies Act, 2013. The Company's main focus area is promoting
educational facilities for the students with learning disabilities by making contribution to the Keshavlal
V Bodani Education Foundation.

During the FY 2025-26, in addition to making contribution to Keshavlal V. Bodani Education Foundation,
the Company also made contributions towards ensuring environmental sustainability, ecological
balance, animal welfare, health care and sanitation, empowering women and rural development.

The Corporate Social Responsibility Policy is available on the website of the Company and the web-link
thereto ishttps://www.orientalaromatics.com/documents/corporate-governance/policies/csr-policy.
pdf.

During the FY 2025-26, the Company has spent an amount of ' 70 Lakhs towards the CSR initiatives. The
disclosure relating to the amount spent as required under Companies (Corporate Social Responsibility
Policy) Rules, 2014 is provided in "Annexure B” forming part of this report and the web-link thereto is
https://www.orientalaromatics.com/corporate-announcements/CSR-PROJECTS-2526.pdf

b. NOMINATION AND REMUNERATION POLICY:

I n terms of the provisions of the Companies Act, 2013 and the SEBI Listing Regulations as amended
from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel,
Senior Management and other Employees has been formulated by the Nomination and Remuneration
Committee and approved by the Board by Directors.

The objective of the Policy is:

i. to lay down criteria and terms and conditions with regard to identifying persons who are qualified
to become Directors (Executive/Non-Executive/Independent) and persons who may be appointed
in Senior Management and Key Managerial positions and to determine their remuneration.

ii. to specify the manner for effective evaluation of performance of Board, its committees and
individual directors to be carried out either by the Board, by the Nomination and Remuneration
Committee or by an independent external agency and review its implementation and compliance.

iii. to recommend to the Board, appointment and removal of Director, KMP and Senior Management
Personnel.

iv. to assist the Board in ensuring that the Board nomination process is in line with the diversity policy
of the Board relating to gender, thought, experience, knowledge and perspectives.

The remuneration has been paid as per the Nomination and Remuneration Policy of the Company.
The policy may be accessed on the website of the Company at www.orientalaromatics.com and
weblink thereto is: https://www.orientalaromatics.com/documents/corporate-governance/policies/
NomNRemPol.pdf

c. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism / Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any. The objective of the Policy is to explain and encourage the Directors and
employees to report genuine concerns or grievances about unethical behavior, actual or suspected
fraud or violation of the company's Code of Conduct or Ethics Policy.

The policy may be accessed on the Company's website atwww.orientalaromatics.comat the link
https://www.orientalaromatics.com/documents/corporate-governance/policies/vigil-mechanism.pdf

d. MATERIAL SUBSIDIARY POLICY:

Pursuant to the provisions of Regulation 16(1)(c) of the SEBI Listing Regulations the Company has
adopted a Policy for determining Material Subsidiaries laying down the criteria for identifying material
subsidiaries of the Company. Oriental Aromatics & Sons Limited, a wholly owned subsidiary of the
Company, has met the materiality thresholds specified under Regulation 16(1)(c) of the SEBI Listing
Regulations whereby a subsidiary shall be considered "material” if its turnover or net worth exceeds
10% of the consolidated turnover or net worth of the listed entity and its subsidiaries in the immediately
preceding accounting year. Accordingly, Oriental Aromatics & Sons Limited is now classified as a
Material Subsidiary of the Company.

The Policy may be accessed on the website of the Company at the link:

https://www.orientalaromatics.com/documents/corporate-governance/policies/POLMatSubsidiary1.

pdf

e. RISK MANAGEMENT FRAMEWORK:

Your Company recognizes the importance of effective risk management and has established a robust
framework to identify, assess, and mitigate risks across its operations. The framework enables proactive
management of risks and supports the achievement of business objectives while safeguarding the
Company's assets and stakeholder interests.

i. Risk Management Committee:

The Board of Directors has constituted a Risk Management Committee to oversee the implementation
and monitoring of the Company's risk management framework. The Committee reviews key risks
affecting the Company's operations and long-term objectives and ensures the effectiveness of
mitigation measures, while periodically updating the Board. Details of the Committee's composition
and terms of reference are provided in the Corporate Governance Report.

ii. Risk Management Policy:

The Company has adopted a Risk Management Policy in compliance with the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy
promotes a proactive approach to identifying, assessing, reporting, and mitigating key business
risks, and provides a structured framework to support informed decision-making, effective planning,
and prioritization. It is designed to safeguard the Company's interests and facilitate sustainable
growth while creating value for stakeholders.

The Risk Management Framework adopted by the Company provides a comprehensive view of risk
management to address risks inherent to strategy, operations, finance and compliance and their
resulting organizational impact. The Risk Management framework comprises of:

1 Risk management process and

2 Risk management organization structure

The risk management process adopted by the Company has been tailored in accordance with the
business processes of the organization. Risk Management Committee periodically reviews the Risk
Management Policy of the Company so that the Management can control the risk through properly
defined network. The responsibility for identification, assessment, management and reporting of
risks and opportunities primarily rests with the business managers as they are best positioned to
identify the opportunities and risks, they face, evaluate these and manage them on a day to day
basis. The Risk Management Committee provides oversight and reports to the Board of Directors.
Broadly categorizing, the process consists of the following stages/steps:

- Risk Assessment (identification, analysis & evaluation)

- Risk Treatment (mitigation plan)

- Monitoring, review and reporting

- Communication and consultation

The risk management organization structure including the key roles and responsibilities is
summarized as follows:

Board of Directors:

The Board is responsible for overseeing the establishment and effective functioning of the
Company's risk management framework.

Risk Management Committee:

• Risk Management Committee is chaired by Independent Director. The Committee seeks to
identify the key business risks.

• I t develops risk response processes and assesses adequacy of responses for the key risks
identified through the risk management framework

• Ensures the implementation of risk mitigation plans

• Monitors the Key Risk Indicators (KRIs) of the Enterprise and Functional Level Key Risks.

Site Level Risk Management Committee:

The Committee sets the risk management procedures and coordinates with risk unit owners in
reporting key risks to the Risk Management Committee.

Risk Unit Owners:

Risk unit owners in consultation with Officer in charge at a plant/unit assess the risk by determining
its probability of occurrence and its impact with an objective of reporting key risks to the Site Level
Risk Committee.

The Risk Unit owners are responsible for preparing and consolidating the report and the same is
reviewed by the Site Level Risk Committee.

iii. Key Risks & Description:1. Financial Risks:

The Company faces market, credit, foreign exchange, and liquidity risks. These risks are inherent
in our business operations and require diligent management to ensure the Company's stability
and success.

2. Operational Risks:

The Company faces operational risks such as supply chain disruptions, high energy costs,
production challenges (including manpower shortages), logistics issues and quality assurance
problems. These risks are inherent in our business environment and can lead to potential
disruptions and challenges. We are dedicated to actively managing these risks to protect our
operations, ensure business continuity, and fulfill our commitments to stakeholders.

3. Environment, Health & Safety Risks:

The Company faces Environment, Health & Safety risks, including climate change impacts,
carbon emissions, infectious disease containment, and safety hazards like leakage, spillage,
fire, explosion, and toxic releases. The Company is committed to proactively managing these
risks and integrating responsible practices into our operations.

4. Regulatory and Macroeconomic risk:

The Company is affected by changes in government policies and industry regulations. Volatile
macroeconomic conditions, driven by geopolitical tensions, disrupt supply chains and raise
commodity prices. Inflationary pressures also reduce consumer demand, further impacting the
Company's operations.

The risk-related information outlined above in this section is not exhaustive. Other material
risks are outlined in the Management Discussion and Analysis section and BRSR which forms
a part of this Annual Report.

f. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board has approved and adopted a
Dividend Distribution Policy which endeavors to ensure fairness, consistency and sustainability in the
distribution of profits to shareholders. The dividend recommended is in accordance with the Dividend
Distribution Policy of the Company.

The Policy is available on the Company's website www.orientalaromatics.com at https://www.
orientalaromatics.com/documents/corporate-governance/policies/DivDistPolicy.pdf

g. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH Act”) and the rules made thereunder the Company has constituted Internal
Complaints Committees (ICC) at all its workplaces to address complaints relating to sexual harassment.
The Company has also adopted a comprehensive policy on prevention of sexual harassment, ensuring a
fair and transparent inquiry process. In line with good governance practices, the ICC includes an external
member with relevant experience in women empowerment and prevention of sexual harassment.

The details of complaints received under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 during the year under review are as follows:

The Company regularly conducts awareness sessions for all employees to promote understanding and
sensitization on this matter.

22. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

I n accordance with Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5) of the Companies
(Accounts) Rules, 2014, the Company confirms compliance with the applicable provisions of the Maternity
Benefit Act, 1961/Code on Social Security, 2020 during the financial year 2025-26.

23. AUDITORS AND AUDITORS REPORTS:
a. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, the Members at the 51^st Annual General Meeting held on 17^th August, 2023
appointed M/s Lodha & Co LLP (Firm Registration No. 301051E/E300284), Chartered Accountants,
as the Statutory Auditors of the Company for a term of five consecutive years, to hold office until the
conclusion of the 56^th Annual General Meeting.

The Auditors' Report to the shareholders for the year under review does not contain any qualification,
reservation, disclaimer or adverse remark.

There was no instance of fraud during the year under review, which required the Statutory Auditors
to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed
thereunder.

b. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the applicable rules
made thereunder and Regulation 24A of the SEBI Listing Regulations the Members at the 53^rd Annual
General Meeting held on 21^st August, 2025 approved the appointment of M/s Shreyans Jain & Co.,
Practicing Company Secretaries (Peer Review Certificate No. 7773/2026), Membership No. F8519 and
Certificate of Practice No. 9801, as the Secretarial Auditor of the Company for a term of five consecutive
financial years commencing from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report, issued in Form MR-3 for the financial year 2025-26, does not contain any
observation or qualification requiring explanation or comments from the Board under Section 134(3) of
the Companies Act, 2013. The said Report is annexed herewith as "Annexure C”.

Further, Oriental Aromatics & Sons Limited, a wholly owned subsidiary of the Company, has been
classified as a material subsidiary in accordance with the criteria prescribed under Regulation 16(1)(c)
of the SEBI Listing Regulations Pursuant to Regulation 24A of the Listing Regulations, the Secretarial
Audit Report issued by M/s. Jain Rahul & Associates (Peer Review Certificate No. 5798/2024), having
ACS No. 41518 & Certificate of Practice No. 15504 of the said material subsidiary, as prescribed under
Section 204 of the Companies Act, 2013, for the financial year ended March 31, 2026, is also annexed to
this Report as "Annexure -D” and forms an integral part of this report.

c. COST AUDITOR:

Pursuant to Section 148(1) of the Act, the Company is required to maintain cost records as specified by
the Central Government and accordingly such accounts and records are made and maintained.

I n accordance with Section 148(2) of the Act, read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, the Company is required to get its cost accounting records audited by a Cost
Auditor Accordingly, the Board, at its meeting held on 20^th May, 2026, on the recommendation of the
Audit Committee, re-appointed M/s V. J. Talati & Co. (Firm Registration No. R00213), Cost Accountants
to conduct the audit of the cost accounting records of the Company for FY 2026-27 at a remuneration
of ' 1,60,000/- (Rupees One Lakh Sixty Thousand only) per annum plus taxes as applicable and re¬
imbursement of out-of- pocket expenses. The remuneration is subject to the ratification of the Members
in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

The Cost Audit Report for the FY 2024-25 was filed with the Ministry of Corporate Affairs on
5^th September, 2025.

24. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the Company has transferred a sum of ' 3,58,152 (Rupees Three Lakh Fifty
Eight Thousand One Hundred and Fifty Two Only) to Investor Education and Protection Fund (IEPF), in
compliance with the provisions of Section 125 of the Companies Act, 2013. The said amount represents
dividend for the FY 2017-18 which remained unclaimed by the members of the Company for a period
exceeding 7 years from its due date of payment.

As per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, as amended ('IEPF Rules'), the Company has uploaded the information in respect of the unclaimed
dividends as on 31^st March, 2026 on the website of the Company atwww.orientalaromatics.comand the web
link is: https://www.orientalaromatics.com/unclaimed-dividend.php

Pursuant to the provisions of Section 124 of the Act read with the IEPF Rules, all the shares in respect of
which dividends remain unpaid or unclaimed for a period of seven consecutive years or more shall be
transferred to the demat account of the IEPF Authority as notified by the Ministry of Corporate Affairs.
Accordingly, the Company has transferred 19,098 Equity Shares of face value ' 5/- per share to the demat
account of the IEPF Authority during FY 2025-26.

The Company had sent individual notices to all the Members whose shares were due to be transferred to the
IEPF Authority and had also published newspaper advertisements in this regard. The details of such shares
transferred to IEPF are uploaded on the website of the Company athttps://www.orientalaromatics.com/
unclaimed-dividend.php

The Company has appointed a Nodal Officer and Deputy Nodal Officer under the IEPF rules, the details of
which are available on the Company's website athttps://www.orientalaromatics.com/unclaimed-dividend.
php

25. INSURANCE:

The Company has taken adequate insurance cover for its buildings, plant and machinery, and inventories.
Loss of profits arising from business interruption is also adequately insured.

26. ENVIRONMENTAL COMPLIANCE AND SAFETY:

The Company remains committed to pollution control, environmental protection, and sustainability across
its manufacturing operations. It focuses on efficient resource utilization, water conservation, and minimizing
effluents and emissions to reduce its environmental impact. The Company also submits the required reports
to regulatory authorities to ensure compliance with applicable environmental standards.

The Company holds the Environmental Management Systems (EMS) ISO 14001:2015 certification, validating
its efforts in establishing and maintaining an effective environmental management system. This certification
enhances our environmental performance, helps achieve environmental objectives, and ensures compliance
with regulatory obligations. By implementing an EMS, the Company demonstrates it's commitment to
continuous improvement in environmental performance and sustainable practices. The Company's focus on
pollution control, environmental protection and sustainability, along with its compliance with environmental
regulations, positions it as a responsible and environmentally conscious organization.

27. LISTING OF SECURITIES:

The Equity Shares of the Company are listed at BSE Limited ("BSE”) and National Stock Exchange of India
Limited ("NSE”). The Shares are under compulsory dematerialization list of the Securities & Exchange Board
of India. As on 31^st March 2026, 3,31,35,204 shares representing 98.46% of the Companys' equity share
capital had been dematerialized. The Company has paid Annual Listing fees for the FY 2026-27 the stock
exchanges where it is listed.

28. INDUSTRIAL RELATIONS:

The relations with the employees of the Company remained peaceful and cordial during the year under
review.

29. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2026
is available on the Company's website at the link https/www.orientalaromatics.com/inspection-documents.
php

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The requisite information regarding conservation of energy, technology absorption and foreign exchange
earnings and outgo in accordance with Section 134(3) (m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014, is annexed herewith as "Annexure - E”.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information containing details of employees as required under Section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached
herewith as "Annexure - F”.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars
of employees 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 is provided in a separate annexure
forming part of this report.

Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In
terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in
obtaining a copy of the same may write to the Company Secretary at investors@orientalaromatics.com.

32. GREEN INITIATIVE:

The Company has adopted a 'Green Initiative' aimed at reducing its environmental impact. In support of this
initiative, members who have not yet registered their email addresses are requested to do so at the earliest.

• For members holding shares in electronic form, please register your email address with your respective
Depository Participant (DP).

• For members holding shares in physical form, please register your email address with our Registrar and
Share Transfer Agent, MUFG Intime India Private Limited (formerly known as Link Intime India Private
Limited).

This will enable the Company to send documents and communications electronically, thereby contributing
to environmental sustainability.

33. OTHER DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following items as they were
either not applicable to the Company or there were no transactions/events on these matters during the year
under review:

a. No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year and the date of this Report.

b. There has been no change in the nature of business of the Company as on the date of this report.

c. There was no revision in the financial statements.

d. The Managing Director or CEO of the Company did not receive any remuneration or commission from
any of its subsidiaries.

e. No significant or material orders were passed by Regulator, Court or Tribunal which could impact the
going concern status and Company's operations in future.

f. No proceedings are initiated or are pending under the Insolvency and Bankruptcy Code, 2016.

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

34. ACKNOWLEDGEMENT:

The Board of Directors sincerely acknowledges and appreciates the invaluable support and cooperation
received from government and regulatory authorities, financial institutions, business partners, customers,
suppliers, and shareholders. The continued faith reposed by all stakeholders has been a source of strength
and encouragement for the Company.

The Board also wishes to place on record its profound appreciation for the dedication, sincerity, and
relentless efforts of the employees at all levels, whose contributions have significantly driven the Company's
achievements.

For and on behalf of the Board of DirectorsDharmil A. Bodani Satish Kumar Ray

Chairman and Managing Director Executive Director - Operations

DIN: 00618333 DIN: 07904910

Place: Mumbai
Dated: 20^th May, 2026