To the Members,
The Board of Directors is pleased to present the 54th Annual
Report of the Company along with the Audited Financial Statements (Standalone and
Consolidated) for the financial year ended 31st 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 31st
March, 2026 on a Standalone and Consolidated basis, is summarized below:
( Rs in Lakh)
| Particulars |
Standalone |
Consolidated |
|
2025-2026 |
2024-2025 |
2025-2026 |
2024-2025 |
| Revenue from Operation |
1,02,557.39 |
92,797.18 |
1,03,078.38 |
92,825.62 |
| Other Income |
938.60 |
323.28 |
959.22 |
307.37 |
| Profit before exceptional items, depreciation and finance
costs |
8,704.78 |
10,327.52 |
7,759.24 |
9,647.37 |
| Less : Depreciation and amortization expense |
2,498.36 |
2,125.75 |
3,106.90 |
2,367.98 |
| Profit before finance costs |
6,206.42 |
8,201.77 |
4,652.34 |
7,278.39 |
| Less: Finance costs |
2,933.84 |
2,009.07 |
3,575.16 |
2,517.63 |
| Profit before exceptional items and tax expenses |
3,272.58 |
6,192.70 |
1,077.18 |
4,760.76 |
| Less: Exceptional Items |
- |
- |
- |
- |
| Profit before tax |
3,272.58 |
6,192.70 |
1,077.18 |
4,760.76 |
| Less: Tax expense |
746.17 |
1,509.15 |
746.17 |
1,327.93 |
| Profit for the year |
2,526.41 |
4,683.55 |
331.01 |
3,432.83 |
| Attributable to : |
|
|
|
|
| Equity shareholders of the Company |
2,526.41 |
4,683.55 |
331.01 |
3,432.83 |
| Other comprehensive income ('OCI') Income/ |
(11.06) |
(89.29) |
(9.80) |
(88.51) |
| (Loss) |
|
|
|
|
| Total comprehensive income |
2,515.36 |
4,594.26 |
321.21 |
3,344.32 |
| Balance in retained earnings at the beginning of the year |
61,976.92 |
57,460.35 |
60,395.17 |
57,247.10 |
| Add: Profit for the year (attributable to equity shareholders
of the Company) |
2,526.41 |
4,683.55 |
331.01 |
3,432.83 |
| Add: Changes in Other Equity due to prior period errors |
- |
1.29 |
- |
1.29 |
| Less: Opening consolidation adjustment for inter- company
elimination of interest capitalised |
- |
- |
7.20 |
(117.78) |
| Less: Dividends including tax on dividend |
168.27 |
168.27 |
168.27 |
168.27 |
| Balance in retained earnings at the end of the year |
64,335.07 |
61,976.92 |
60,565.12 |
60,395.17 |
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 Rs 1,02,557
lakh as against Rs 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 Rs 2,526 lakh during the
financial year under review as compared to Rs 4,684 lakh in the previous financial year.
Consequently, the Earnings per Share (EPS) stood at Rs 7.51 as against Rs 13.92 in the
previous financial year.
The net worth of the Company increased to Rs 65,450 Lakh at the end of
the FY 2025-26 from Rs 63,103 lakh at the end of FY 2024-25, thereby registering a growth
of 3.72%. b. Consolidated Performance:
In FY 2025-26, the Company's consolidated Revenue from Operations
increased to Rs 1,03,078 lakh from Rs 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 Rs 1,000 crore revenue mark for the first
time.
The Company reported a Consolidated Profit after Tax of Rs 331 lakh as
compared to Rs 3,433 lakh in the previous financial year. Consequently, the Earnings per
Share (EPS) stood at Rs 0.98 as against Rs 10.20 in the previous financial year.
The Consolidated net worth of the Company increased to Rs 61,688 lakh
at the end of the FY 2025-26 from Rs 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 Rs 1,000 crore consolidated revenue mark for the first time.
Consolidated Revenue from Operations stood at
Rs 1,030 crore as against Rs 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 e_ciencies 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 Rs 0.50/-
per share (10%) of face value of Rs 5/- each for FY 2025-26, for approval of the members
at the ensuing 54th 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, 05th August, 2026. 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 64,335.07 lakh (previous year Rs 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 31st
March, 2026 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 31st March, 2026
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 31st 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
a_airs, financial results, and cash flows for the year ended 31st 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 Rs 11.39 lakh during the year under review as against a
loss of Rs 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 27th 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 Rs 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 at
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:
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-e_cient 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 e_cient 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 e_ectiveness, 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
rea_rmed. ICRA Limited, vide its letter dated 15th July 2025 rea_rmed 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:
| Instrument |
Type |
Rating Agency |
Credit Ratings and Outlook Assigned on July
15, 2025 |
Credit Ratings and Outlook Assigned on
February 23, 2026 |
| 1. Long term Fund-based – Term loan |
Long term |
ICRA |
[ICRA]A-(Stable); Rea_rmed |
[ICRA]A- (Negative); rea_rmed and outlook revised to Negative
from Stable |
| 2. Long term/Short term – Fund based/Non fund based |
Long term/ Short term |
ICRA |
[ICRA]A-(Stable) / [ICRA]A2+; Rea_rmed |
[ICRA]A- (Negative) /[ICRA] A2+; rea_rmed and outlook revised
to Negative from Stable |
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
o_take, 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/policy-on-related-party-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 su_cient time to the Company's a_airs. 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 20th
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 e_ect from 20th
May, 2026, for the approval of the shareholders at the ensuing 54th Annual
General Meeting.
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. Satish Kumar Ray, Executive Director (DIN:07904910) of the
Company retires by rotation at the ensuing Annual General Meeting and being eligible o_ers
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 e_ect from 21st 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 a_rmed 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 at
https://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 e_ectiveness, 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 e_ectiveness in discharging their respective roles and responsibilities. h.
KEY MANAGERIAL PERSONNEL:
As on 31st 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 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
17. 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 a_airs as at 31st March, 2026 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.
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 is
https://www.orientalaromatics.com/documents/corporate-governance/policies/csr-policy. pdf.
During the FY 2025-26, the Company has spent an amount of Rs 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:
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 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 at
www.orientalaromatics.com at 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:
TheBoardofDirectorshasconstitutedaRiskManagementCommitteetooverseetheimplementation
and monitoring of the Company's risk management framework. The Committee reviews key
risks a_ecting the Company's operations and long-term objectives and ensures the
e_ectiveness 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.
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.
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 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. 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 a_ected 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:
| Particulars |
Number of Complaints |
| Number of complaints received during FY 2025-26 |
0 |
| Number of complaints disposed of during FY 2025-26 |
0 |
| Number of cases pending for more than 90 days |
0 |
The Company regularly conducts awareness sessions for all employees to
promote understanding and sensitization on this matter.
22. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
In 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 51st
Annual General Meeting held on 17th 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 o_ce until the
conclusion of the 56th 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 53rd Annual General Meeting held on 21st 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. In 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 20th 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 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 2024-25 was filed with the Ministry of
Corporate A_airs on 5th September, 2025.
24. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under review, the Company has transferred a sum of Rs
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 31st
March, 2026 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 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 A_airs. Accordingly, the Company
has transferred 19,098 Equity Shares of face value Rs 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 at https://www.orientalaromatics.com/ unclaimed-dividend.php
The Company has appointed a Nodal O_cer and Deputy Nodal O_cer under the IEPF rules, the
details of which are available on the Company's website at
https://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 e_cient
resource utilization, water conservation, and minimizing e_uents 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 e_orts 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 31st 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 31st 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 a_ecting 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 e_orts of the employees at all levels, whose
contributions have significantly driven the Company's achievements.
|
For and on behalf of the Board
of Directors |
|
Dharmil A. Bodani |
Satish Kumar Ray |
| Place: Mumbai |
Chairman and Managing Director |
Executive Director - Operations |
| Dated: 20th May, 2026 |
DIN: 00618333 |
DIN: 07904910 |
|