Oriental Aromatics Ltd

To the Members,

The Board of Directors is pleased to present the 53^rd Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31^st March, 2025 ("FY 24-25") and the report of the Auditors thereon.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended 31^st March, 2025 on a Standalone and Consolidated basis, is summarized below:

( RS in Lakh)

During the financial year under review, Oriental Aromatics delivered a commendable operational and financial performance, reflecting the success of its strategic focus on profitability, integration, and long-term value creation.

The revenue from operations stood at RS 92,797 lakh, as against RS 83,640 lakh in the previous year, reflecting a growth of 10.95% year-on-year.

The Company reported a Profit After Tax (PAT) of RS 4,684 lakh, a substantial increase of 394% over the previous year's PAT of RS 948 lakh. This remarkable improvement in profitability can be attributed to a combination of better margin management, cost optimization measures and operational e_ciency. As a result, the Earnings Per Share (EPS) surged from RS 2.82 in FY 2023–24 to RS 13.92 in FY 2024–25, underlining the significant enhancement in shareholder returns.

The net worth of the Company increased to RS 63,103 lakh as on 31st March 2025, compared to RS 58,676 lakh as on 31st March 2024, registering a growth of 7.55%.

This strong standalone performance reflects the resilience of the Company amidst external challenges such as raw material cost fluctuations and market volatility. The Company's strategic prioritization of sustainable margins over short-term volume growth has driven robust performance outcomes. b. Consolidated Performance (FY 2024–25):

On a consolidated basis, the performance stood as under:

Total consolidated revenue from operations for FY 2024–25 stood at RS 92,826 lakh, compared to

RS 83,640 lakh in the previous year, representing a year-on-year growth of 10.98%.

The Consolidated PAT stood at RS 3,433 lakh, as against RS 910 lakh in the previous year, an increase of 277.06%, demonstrating improved e_ciency and profitability.

Consequently, the Consolidated EPS increased from RS 2.71 in FY 2023–24 to RS 10.20 in FY 2024–25. The Consolidated net worth rose to RS 61,532 lakh as on 31st March 2025, as compared to RS 58,470 lakh in the previous year, reflecting a growth of 5.24%. c. Operational Highlights:

Despite a challenging macroeconomic environment characterized by Volatile raw material prices, Global supply chain disruptions, and Pricing pressures in key markets, Oriental Aromatics remained focused on strengthening its operational fundamentals. Key initiatives and milestones during the year included: Commissioning of the greenfield Mahad facility dedicated to the production of a high-value aroma ingredient, "Evermoss,", marking a significant step forward in expanding the specialty product portfolio. Operationalization of the hydrogenation unit at Vadodara , enhancing the Company's capability in advanced chemistry.

Strategic measures to improve internal e_ciencies, protect operating margins, and diversify the customer base, which collectively contributed to business stability and improved resilience.

These developments not only supported current year performance but also laid a strong foundation for sustainable future growth, enabling the Company to withstand market disruptions and macroeconomic uncertainties, while continuing to deliver long-term value to stakeholders.

3. DIVIDEND:

The Board of Directors has recommended a final dividend of RS 0.50/- per share (10%) of face value of

RS 5/- each for FY 2024-25, for approval of the members at the ensuing 53^rd 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 name appear in the Register of Members as on Friday, 8^th August, 2025. The total cash outflow would be RS 168.27 Lakh.

In 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 RS 61,976.91 lakh (previous year RS 57,460.35 lakh) is proposed to be held as Retained Earnings.

The authorized share capital of the Company as on 31^st March, 2025 stood at RS 35,00,00,000/- (Rupees Thirty-Five Crore only) comprising of 7,00,00,000 Equity shares of RS 5/- each. b. Paid-Up Capital

The paid-up capital of the Company as on 31^st March, 2025 stood at RS 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 RS 5/- each.

During the year under review, the Company has not issued any: a) shares with di_erential 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, 2025 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 a_airs, financial results, and cash flows for the year ended 31^st March, 2025 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.

The Company has only one overseas subsidiary namely PT Oriental Aromatics in Indonesia. Presently the Company is not doing any business. During the FY 2024-25, it recorded a total loss of RS 3.09 lakh due to administrative expenses. b. Oriental Aromatics & Sons Limited

Oriental Aromatics & Sons Limited was incorporated as wholly owned subsidiary of Oriental Aromatics on 27th December, 2019 which is engaged in the business of Specialty Aroma Chemicals, flavours and fragrances. A key development during FY 2024–25 was the successful commissioning of its state-of-the-art greenfield manufacturing facility at Mahad, Maharashtra. Dedicated to the production of

"Evermoss," a specialized aroma ingredient and one of the Company's newest value-added products, this facility commenced full-scale commercial production on 12th November, 2024. While the Company recorded a total loss of RS 1,174 lakh during FY 2024–25, this was primarily on account of pre-operational expenses and initial ramp-up costs associated with the Mahad plant. Revenue generation from Mahad began in FY 2024–25, with meaningful top-line contributions expected from FY 2025–26 onwards as operations scale to optimal capacity. The Company remains focused on ramping up Mahad over the coming quarters to achieve optimal utilization levels and improved cost e_ciencies.

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 new 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 Statement and audited accounts of each of its subsidiaries, are available on the website of the Company at https://www.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:

There are no such companies which have become or ceased to be the Company's Subsidiary(ies), joint venture(s) or associate company(ies) during the year.

The Company has adhered to the applicable provisions of the 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").

Sustainability Reporting is an emerging discipline encompassing the disclosure and communication of an entity's non-financial - environmental, social, and governance (ESG) performance and its overall impact. Pursuant to Regulation 34(2)(f) of SEBI Listing Regulations and SEBI Circulars dated May 05, 2021 and May 10, 2021, SEBI mandated reporting of Business Responsibility and Sustainability Report (BRSR). The disclosures as per BRSR relates to Company's performance against the nine principles of the ‘National Guidelines on Responsible Business Conduct' (NGBRCs).

The Business Responsibility and Sustainability Report / initiatives taken from an Environmental, Social and Governance perspective in the prescribed format is available as a separate section of this Report and a copy of which is available on the available on the Company's website at https://www.orientalaromatics.com/BSSR.php.

The Company has implemented internal control systems that are aligned with the company's size, scale, and operational characteristics. The Company has maintained a proper and adequate system of internal controls. Monitoring and assessment of internal controls across various functions is performed through continuous evaluations to ensure that the implemented internal control system is e_ective. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. The Internal Auditor monitors and evaluates the e_cacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditor, corrective actions are undertaken in the respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Based on a review of the developments, the Rating Committee of ICRA Limited after due consideration has rea_rmed the long-term rating at [ICRA]A – (pronounced ICRA A minus) and has also rea_rmed the short-term rating at [ICRA]A2+ (pronounced ICRA A two plus) during the FY 2024-2025 and accordingly Outlook on the long-term rating and short term rating remains unchanged. Therefore, the credit rating assigned stood as below:

ICRA has rea_rmed the outlook. The rea_rmation of the ratings of Oriental Aromatics Limited (OAL) factors in the company's established market position in the Indian camphor and aroma chemical industry, its diversified product mix and exposure to di_erent end-user industries. Further, the capex done across all the facilities and the greenfield project at Mahad in Maharashtra is expected to support revenue growth over a longer term.

There were no loans or guarantees given or securities provided by the Company except to it's wholly owned subsidiary (WOS), Oriental Aromatics & Sons Limited, for which Section 186 of the Companies Act, 2013 is not applicable.

Further, the details of loans, guarantees and investments in WOS are given in Notes to the financial statements forming part of Annual Report.

15. RELATED PARTY TRANSACTIONS:

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

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 e-form AOC -2 is not applicable to the Company for FY 2024-25.

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 in place the Policy on dealing with Related Party Transactions in terms of requirements of the Act and the SEBI Listing Regulations. The said Policy is available on the Company's website at: https://www.orientalaromatics.com/corporate-governance.php

The Board of the Company is comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings. 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.

During the financial year 2024-25, Mr. Cyrus Jamshed Mody (DIN: 07380723) and Mr. Deepak Ramachandra (DIN: 10633078) were appointed as Non-Executive Independent Directors on the Board with e_ect from 27^th May, 2024 for a period of five years till 26^th May, 2029 and their appointment was approved by the members at their meeting held on 21^st August, 2024 .

Re-appointment of Director retiring by rotation

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shyamal A. Bodani, Executive Director (DIN:00617950) of the Company retires by rotation at the ensuing Annual General Meeting and being eligible o_ers himself for re-appointment. The Board of Directors recommends his reappointment, acknowledging his invaluable contributions to the board and the Company at large.

During the year under review, Mr. Prakash Vasantlal Mehta, Non-Executive - Independent Director (DIN: 00001366),Mr. Harshvardhan A. Piramal, Non-Executive - Independent Director (DIN: 00044972) and Mr. Ranjit Anand Puranik, Non-Executive - Independent Director (DIN:00199353), ceased to be Independent Directors of the Company with e_ect from 25^th September, 2024. upon completion of their two terms, aggregating to ten years. The Board places on record deep appreciation for valuable services and guidance provided by them during their tenure of Directorship. c. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of Company have given the declarations that they meet the criteria of Independence as prescribed pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 25(8) and 16(1)(b) of SEBI Listing Regulations, as amended from time to time and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity. d. BOARD MEETINGS:

During the year under review, four Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. Detailed information on the meetings of the Board has been provided in the Corporate Governance Report annexed hereto. e. COMMITTEES OF THE BOARD:

The Company has constituted various Committees of the Board as required under the Companies Act, 2013 and the SEBI Listing Regulations. The details are given in the Corporate Governance Report which forms a part of this Annual Report. f. FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has set Familiarization programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of which are available on the website of the Company www.orientalaromatics.com.

The Weblink of the same is https://www.orientalaromatics.com/familiarisation-programme.php

For details of the Familiarization programme conducted, kindly refer Corporate Governance Report which forms part of this Annual Report. g. EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:

During the year, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual Directors, including the Chairman of the Board pursuant to the provisions of the Act and the SEBI Listing Regulations.

The exercise was carried out through a structured questionnaire prepared separately for the Board, Committees, Chairman and individual Directors. The Chairman's performance evaluation was carried out by Independent Directors at a separate meeting.

The parameters assessed included various aspects of the Board's functioning, such as e_ectiveness, information flow between Board members and the Management, quality and transparency of Board discussions, Board dynamics, Board composition and understanding of roles and responsibilities, succession and evaluation, and possession of required experience and expertise by Board members, among other matters. The performance of the Committees was evaluated on the basis of their e_ectiveness in carrying out their respective mandates. h. During financial year 2024-25, there was no change in the KMPs. In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company as on 31^st March, 2025:

- 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 O_cer

- Mr. Girish Khandelwal - Chief Financial O_cer

- Ms. Kiranpreet Gill - Company Secretary and Compliance O_cer

- Ms. Anita Satoskar- Chief Technology O_cer

(Designation of Ms. Anita Satoskar was changed with e_ect from 27^th May, 2024 from Chief R & D O_cer to Chief Technology O_cer)

A separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance, forms a part of this Annual Report, as per SEBI Listing Regulations.

Management Discussion and Analysis Report as required under the provisions of SEBI Listing Regulations forms part of this Annual Report.

Pursuant to the requirements under 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 a_airs as at 31^st March, 2025 and of the Company's profit for the year ended on that date. c. Proper and su_cient 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 e_ectively. f. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e_ectively.

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/ other implementing agencies, as deemed appropriate, and is committed to allocating at least 2% of average net profit of the last 3 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 having learning disabilities by making contribution to Keshavlal V. Bodani Education Foundation. During the FY 2024-25, 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 is https://www.orientalaromatics.com/documents/corporate-governance/policies/csr-policy.pdf. During the FY 2024-25, the Company has spent an amount of RS 80 Lakh 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/csr-projects.php b. NOMINATION AND REMUNERATION POLICY:

In 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 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 e_ective 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 c. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism / Whistle Blower Policy to deal with instance 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 at www.orientalaromatics.com at the link 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 threshold criteria specified under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), 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:

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring the e_ectiveness. The Committee considers the risks that impact the mid-term to the long-term objectives of the business and provides an update to the Board on the Company's risks and mitigation plans outlined in the risk registers. The members may refer Corporate Governance report for Composition and Terms of reference of the Committee. ii. Risk Management Policy:

The Company has adopted Risk Management Policy in compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations which promotes a proactive approach in analysis, reporting and mitigation of key risks associated with the business in order to ensure a sustainable business growth. It provides the Risk Management framework which is designed to protect and add value to the organization and its stakeholders through supporting the organization's objectives by improving decision making, planning and prioritization by comprehensive and structured understanding of business activity, volatility and project opportunity/threat.

The Risk Management Framework adopted by the Company provides 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:

The Board oversees the establishment and implementation of an adequate system of risk management across the Company.

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

It 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.

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 in consultation with O_cer 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.

The Company operates in a dynamic business environment and continuously assesses potential risks that may a_ect its operations, financial health, and stakeholder value. The key risk categories are as follows:

1. Market and Financial Risks:

The Company is exposed to market volatility, credit exposure, foreign exchange fluctuations, and liquidity constraints. These risks are inherent to a global business model and are managed through prudent treasury practices, e_ective working capital management, and strong internal controls.

2. Supply Chain and Input Cost Risks:

Fluctuations in the availability and pricing of raw materials, along with potential supply chain disruptions, can impact production timelines and cost structures. The Company addresses these risks through diversified sourcing, long-term vendor partnerships, and integrated operations that o_er better control across the value chain.

3. Operational and Infrastructure Risks:

The Company faces operational risks including manpower availability, energy cost escalations, logistics challenges, and quality assurance issues. Additionally, infrastructure-related risks such as fire, leakage, spillage, or equipment failure are actively monitored and managed through stringent operational protocols and preventive maintenance practices.

4. Environmental, Health and Safety (EHS) Risks:

EHS risks include environmental compliance, climate change impacts, emissions management, health emergencies, and physical safety hazards. The Company is committed to safe and responsible operations through continuous training, regulatory adherence, and investment in sustainable and safety-driven infrastructure.

5. Regulatory and Policy Risks:

The Company is a_ected by changes in domestic and international regulatory frameworks, taxation policies, and industry-specific regulations. Macroeconomic factors such as inflation, geopolitical developments, and policy shifts may also influence business performance. The Company remains agile and compliant through regular monitoring and adaptive business strategies.

This list is not exhaustive. Further details on risks and mitigation measures are provided in the Management Discussion and Analysis and the BRSR sections 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 for fairness, consistency and sustainability while distributing profits to the 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:

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act') and Rules made thereunder, the Company has formed Internal Complaints Committees (‘ICC') at all its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed policy for prevention of sexual harassment which ensures a free and fair enquiry process. While maintaining the highest governance norms, the Company has appointed external committee member who has prior experience in the areas of women empowerment and prevention of sexual harassment.

The details pertaining to complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review were:

To build awareness in this area, the Company conducted awareness session for all the employees.

In accordance with the provisions of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5) of the Companies (Accounts) Rules, 2014, the Company hereby confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the financial year 2024-25.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Company had appointed at it's 51^st Annual General Meeting held on 17^th August, 2023, M/s Lodha & Co LLP (Firm Reg. No. 301051E/E300284), Chartered Accountants as statutory Auditors of the Company for a period of 5 years till the conclusion of conclusion of 56^th Annual General Meeting. The Auditors Report to the shareholders for the year under review does not contain any qualification, reservation, disclaimers or adverse remarks.

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:

In terms of provisions of Section 204 of the Companies Act, 2013, and relevant rules thereunder, read with Regulation 24A of the SEBI Listing Regulation, every listed company is required to annex with its Board's Report, a secretarial audit report, issued by a Practicing Company Secretary. The Board of Directors of the Company had appointed M/s Shreyans Jain & Co., Practicing Company Secretaries, to undertake Secretarial Audit of the Company for the financial year ended 31^st March, 2025. Secretarial Audit Report issued by the Secretarial Auditor is annexed herewith as "Annexure C".

Securities and Exchange Board of India ("SEBI") vide its notification dated 12^th December, 2024, amended the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The amended regulations require companies to obtain shareholders' approval for appointment of Secretarial Auditor on the basis of recommendation of the Board of Directors. Further, such Secretarial Auditor must be a peer reviewed company secretary and should not have incurred any of the disqualifications as specified by SEBI.

The Board of Directors, on the recommendation of the Audit Committee, has proposed the appointment of Shreyans Jain & Co, Company Secretary in Practice having Peer Review Certificate No – 1118/2021, holding Membership No. 8519 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, to conduct the secretarial audit of the Company as prescribed under the Act and the rules made thereunder. 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. Pursuant to Section 148(2) of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is also required to get its cost accounting records audited by a Cost Auditor. Accordingly, the Board, at its meeting held on 27^th May, 2025, has 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 2025-26 at a remuneration of RS 1,60,000/- (Rupees One Lakh Sixty Thousand only) per annum, plus taxes as applicable and reimbursement 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 2023-24 was filed with Ministry of Corporate A_airs on 4^th September 2024.

During the year under review, the Company has transferred a sum of RS 4,26,925 (Rupees Four Lakh Twenty Six Thousand Nine Hundred And Twenty Five Only) to Investor Education and Protection Fund, in compliance with the provisions of Section 125 of the Companies Act, 2013. The said amount represents dividend for the FY 2016-17 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, 2025 on the website of the Company at www.orientalaromatics.com and 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 on 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 A_airs. Accordingly, the Company has transferred 73,939 Equity Shares of face value RS 5/- per share to the demat account of the IEPF Authority during FY 2024-25.

The Company had sent individual notice 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 at https://www.orientalaromatics.com/ unclaimed-dividend.php.

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

The Company's buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to the factories has also been adequately insured.

The Company remains firmly committed to environmental protection, pollution control, and sustainability across its manufacturing operations. We prioritize resource recovery, water conservation, and the reduction of e_uents and emissions to minimize our ecological footprint.

To maintain transparency and regulatory compliance, we regularly submit analytical reports to local authorities, reinforcing our accountability and commitment to high environmental standards.

Our Environmental Management Systems (EMS) are certified under ISO 14001:2015, a_rming the e_ectiveness of our environmental management practices. This certification supports continuous improvement, ensures adherence to regulatory requirements, and drives progress toward our environmental goals.

Through proactive environmental management and strict compliance with applicable regulations, the Company continues to position itself as a responsible and environmentally conscious organization.

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 2025, total 3,30,93,664 shares representing 98.33% of Companies Equity Share Capital have been dematerialized. The Company has paid Annual Listing fees for the FY 2025-26 to the stock exchanges where it is listed.

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

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2025 is available on the Company's website at the link https://www.orientalaromatics.com/inspection-documents. php

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 - D".

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 - E". 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.

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.

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 a_ected the financial position of the Company 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 & 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 the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. f. There are no proceedings, pending under the Insolvency and Bankruptcy Code, 2016. g. There was no instance of one-time settlement with any Bank or Financial Institution.

The Board of Directors expresses its sincere gratitude to all stakeholders for their continued trust and support. We deeply appreciate the cooperation extended by our customers, suppliers, vendors, bankers, business associates and government authorities, whose contributions have played a vital role in the Company's operations and growth. We also thank our shareholders, financial institutions and regulatory bodies for their ongoing confidence and assistance during the year under review.

The Board would also like to place on record its heartfelt appreciation for the unwavering commitment, dedication, and hard work of all employees across all levels. Their consistent e_orts and professionalism have been instrumental in driving the Company forward and achieving its objectives.