Directors Report of Gem Aromatics Ltd.

Mar 31, 2026

We are pleased to present the Annual Report of the Company together with the Audited Standalone and Consolidated
Financial Statements and the Auditors'' Report for the financial year ended March 31, 2026. The financial year under
review marks a significant milestone in the Company''s journey, being the first reporting period following the successful
completion of its Initial Public Offering (“IPO”) and subsequent listing on the stock exchanges.

The Board of Directors places on record its sincere appreciation and gratitude to all shareholders for their unwavering
trust and continued support throughout the Company''s evolution from its inception as a private limited company, its
transition into a public limited company, and now its emergence as a listed entity. The Board remains committed to
creating sustainable value and delivering long-term growth for all stakeholders.

1. FINANCIAL HIGHLIGHTS

	Standalone		Consolidated
Particulars	Financial Year 2025-26	Financial Year 2024-25	Financial Year 2025-26	Financial Year 2024-25
Revenue from Operations	3,709.41	4,969.56	3,664.73	5,039.53
Other Income	122.58	52.35	8.96	13.56
Total Income	3,831.99	5,021.91	3,673.69	5,053.09
Less: Expenses	3,473.50	4,249.05	3,610.05	4,309.26
Profit before exceptional items and tax	358.49	772.86	63.64	743.83
Exceptional Items	-	-	-	-
Profit before tax	358.49	772.86	63.64	743.83
Tax Expenses	91.40	204.32	49.39	209.99
Net Profit after Tax	267.09	568.54	14.25	533.84
Other Comprehensive Income	(0.78)	(0.13)	(6.61)	0.49
Total Comprehensive Income	266.32	568.41	7.64	534.33

2. INITIAL PUBLIC OFFERING AND
LISTING

The financial year 2025-26 marked a defining
milestone in the Company''s growth journey with the
successful completion of its Initial Public Offering
(IPO) and subsequent listing on BSE Limited and the
National Stock Exchange of India Limited on August
26, 2025.

The IPO witnessed an exceptional response from
investors across all categories, including Qualified
Institutional Buyers (QIBs), Non-Institutional
Investors (Nils) and Retail Individual Investors (RIIs).
The strong participation and robust demand reflects
the market''s confidence in the Company''s business
model, growth strategy, corporate governance
standards, leadership team, Board of Directors, and
overall management capabilities.

The Board of Directors places on record its sincere
gratitude to all investors for their trust and support.
The Board also acknowledges and appreciates the

dedication and collective efforts of the Company''s
employees, lead managers, legal advisors, registrars,
auditors, and all other stakeholders whose invaluable
contributions were instrumental in the successful
execution of the IPO. This achievement represents
a significant milestone and lays a strong foundation
for the Company''s next phase of growth and
value creation.

3. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

As required by Regulation 34(2) of the Listing
Regulations, a Management Discussion and Analysis
Report forms part of this Report. The state of the affairs
of the business along with the financial and operational
developments have been discussed in detail in the
Management Discussion and Analysis Report.

4. MATERIAL CHANGES AND
COMMITMENTS, IF ANY, AFFECTING
THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments
affecting the financial position of the Company that
have occurred between the end of the financial year to
which these financial statements relate and the date
of this report.

5. CHANGE IN THE NATURE OF
BUSINESS, IF ANY

There has been no change in the nature of the business
of the Company during the financial year under review.

6. DIVIDEND

Your Directors do not recommend any dividend for the
financial year ended March 31, 2026, considering the
expansion plans of the Company.

7. TRANSFER TO RESERVES

During the financial year 2025-26, the Company has
not transferred any amount to the general reserve or
any other reserve.

8. TRANSFER TO INVESTOR
EDUCATION AND PROTECTION FUND

During the financial year 2025-26, the Company was
not required to transfer any amount to the Investor
Education and Protection Fund.

9. SHARE CAPITAL

Authorised Share Capital: The Authorised Share
Capital of your Company as on March 31, 2026, is C 150
Million consisting of 7,00,00,000 (Seven Crores) Equity
shares of face value of C 2 and 10,00,000 (Ten Lakh)
Preference shares of face value of C 10 each.

Issued, Subscribed and Paid-up Share Capital:

The Issued, Subscribed and Paid-Up Share Capital
of your Company as on March 31, 2026, is C104.47
million divided into 5,22,37,138 (Five Crores Twenty
Two Lakhs Thirty Seven Thousand One Hundred and
Thirty Eight only) equity shares of C 2 each.

During the financial year 2025-26, the Company
successfully launched an Initial Public Offer (IPO) by
way of Fresh issue and an Offer for Sale (OFS).

The offer comprised of:

a. Fresh Issue of 53,84,615 equity shares of face
value of C 2 each at a price of C 325 per equity

share including a share premium of C 323 per
equity share aggregating to C 1,750 million and

b. An Offer for Sale of 85,00,000 equity shares of
face value of C 2 each at a price of C 325 per equity
share including a share premium of C 323 per
equity share aggregating to C 2,762.50 million.

The Company successfully completed the IPO process,
and Equity Shares of the Company were listed on BSE
Limited (“BSE”) and National Stock Exchange of India
Limited (“NSE”) on August 26, 2025.

10. STATUTORY AUDITORS AND
STATUTORY AUDITOR’S REPORT

M/s Chhajed & Doshi, Chartered Accountants were
re-appointed as the Statutory Auditors of your
Company for the period of 5 (five) consecutive years
to hold office from the conclusion of the 28^th Annual
General Meeting (“AGM”) to the conclusion of the
33^rd AGM of your Company on a remuneration to be
mutually agreed by the Board of Directors and the
Statutory Auditors.

Pursuant to Section 139 and 141 of the Companies
Act, 2013, and relevant Rules prescribed thereunder,
the Statutory Auditors have confirmed that they are
not disqualified from continuing as Statutory Auditors
of the Company. There were no qualifications,
reservations, adverse remarks or disclaimers made by
the Statutory Auditor in their Report. The Notes to the
Financial Statements referred in the Auditor''s Report
are self-explanatory and therefore do not call for
any comments under Section 134 of the Companies
Act, 2013. The Auditor''s Report is enclosed with the
Financial Statements in this Annual Report.

11. BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL

Your Company strives to adopt best practices for
the effective functioning of the Board and believes
in maintaining a diverse Board to create greater
stakeholder value and ensure strong corporate
governance. Your company''s board comprises of
experienced and respected professionals who bring
valuable expertise, strategic guidance, and leadership.

COMPOSITION OF BOARD OF DIRECTORS

As on March 31, 2026, the Board of Directors of your
Company comprises of 8 (eight) Directors including
4 (four) Independent Directors, 3 (three) Executive
Director and 1 (one) Non-Executive Director, the
details of the Board of Directors are given as under: -

Name of the Director	DIN	Designation
Mrs. Kaksha Vipul Parekh	00235998	Whole-Time Director & Chief Financial Officer
Mr. Vipul Parekh	00235974	Whole-Time Director
Mr. Yash Vipul Parekh	03514313	Managing Director & Chief Executive Officer
Mr. Shrenik Kishorbhai Vora	08688950	Non-Executive Director
Ms. Vishakha Hari Bhagvat	10352263	Independent Director
Dr. Ajay Sahai	06640411	Independent Director
Dr. Parag Ratnakar Gogate	10290631	Independent Director
Dr. Shubhangi Bhalchandra Umbarkar	10302285	Independent Director

COMPOSITION OF KEY MANAGERIAL PERSONNEL

Name	Designation
Mrs. Kaksha Vipul Parekh	Whole-Time Director & Chief Financial Officer
Mr. Vipul Parekh	Whole-Time Director
Mr. Yash Vipul Parekh	Managing Director & Chief Executive Officer
Ms. Akshita Deepak Gohil	Company Secretary & Compliance Officer

During the financial year under review, following changes took place: -

• Resignation of Mr. Shrenik Kishorbhai Vora from the post of Non-Executive Independent Director with effect
from November 10, 2025.

• Appointment of Mr. Shrenik Kishorbhai Vora as an Additional Director in the capacity of Non-Executive Non¬
Independent Director with effect from November 13, 2025.

• Change in Designation of Mr. Shrenik Kishorbhai Vora as a Director in the capacity of Non-Executive Non¬
Independent Director with effect from February 07, 2026.

• Resignation of Ms. Pooja Padam Bhandari (M. No. A73944) from the post of Company Secretary & Compliance
Officer with effect from November 07, 2025.

• Appointment of Ms. Akshita Deepak Gohil (M. No. A71881) as a Company Secretary & Compliance Officer with
effect from November 13, 2025.

After the closure of the Financial year, following changes took place:

• Appointment of Mr. Dinesh T V as an Additional (Whole-Time) Director with effect from May 21, 2026.

• Appointment of Mr. Nandan Narula as an Additional (Independent) Director with effect from May 21, 2026.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

During the financial year under review, there were no significant or material orders passed by the regulators or courts
or tribunals impacting the going concern status and company''s operations in future.

13. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Corporate Social Responsibility (CSR) Policy of the Company is guided by the Company''s commitment to
integrating social, environmental, and ethical responsibilities into its business governance, with a view to ensuring
long term success and sustainability.

I n terms of the provisions of Section 135 of the Companies Act, 2013, read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 and the Companies (Corporate Social Responsibility Policy) Amendment Rules,
2021, the Board of Directors of your Company has constituted a CSR Committee. The composition and terms of
reference of the CSR Committee is provided in the Report on Corporate Governance, which forms an integral part of
this Annual Report. The CSR activities required under the Companies (Corporate Social Responsibility Policy) Rules,
2014 is set out as Annexure I forming part of this report.

The CSR Policy defines the governance framework for the planning, implementation, and oversight of the Company''s
CSR initiatives, along with the respective roles and responsibilities. It also sets out the criteria for selection of CSR
projects, and the mechanisms for monitoring, evaluation, reporting, and disclosure of CSR activities.

The details of the CSR Policy is also posted on the Company''s website and may be accessed athttps://gemaromatics.
com/wp-content/uploads/2026/04/12.-CSR-Policy.pdf.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

During the financial year under review, the following Loans, Guarantees or Investments were made under Section
186 of the Companies Act, 2013:

Sr. No.	Type	Description	Transaction amount during the year	Balance o/s as on 31-03-2026
1.	Term Loan to Krystal Ingredients Private Limited*	For setting up Dahej factory and general corporate purpose.	902.55	1,713.21
2.	Investment in Krystal Ingredients Private Limited	Investment in Right issue of Equity Shares.	976.64	976.74
3.	Guarantee given to Krystal Ingredients Private Limited	Corporate Guarantee (Given to Bank on behalf of Krystal Ingredients Private Limited)	1,615.00	1,818.58

15. RELATED PARTY TRANSACTIONS

During the financial year under review, all transactions
entered into by the Company with related parties,
as defined under the Companies Act, 2013,
and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, were reviewed/approved by the
Audit Committee. Such transactions were undertaken
in the ordinary course of business and on an arm''s
length basis.

All Related Party Transactions (“RPTs”) were placed
before the Audit Committee for its review and
approval. In addition, prior omnibus approvals were
obtained from the Audit Committee for repetitive
transactions in accordance with the applicable
statutory and regulatory requirements.

All related party transactions were carried out in
accordance with the Company''s Policy on Related
Party Transactions. The particulars of contracts or
arrangements with related parties, as required under
Section 134(3)(h) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014,
are disclosed in Form AOC-2, which is annexed to this
Report as Annexure II.

Further, the Statutory Auditors have not reported any
exceptions or adverse observations in relation to the
Company''s compliance with the applicable provisions
governing Related Party Transactions during the
financial year 2025-26.

16. SECRETARIAL AUDITORS AND
AUDITORS’ REPORT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013, the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, M/s N.L. Bhatia & Associates,
Practicing Company Secretaries, were appointed as
the Secretarial Auditors of the Company to conduct
the Secretarial Audit for the financial year 2025-26.

The Secretarial Audit Report for the financial year
ended March 31, 2026, is annexed to this Report
as Annexure III. The Report does not contain any
qualification, reservation, adverse remark, or disclaimer
and is self-explanatory in nature. Accordingly, it does
not call for any further explanation or comments from
the Board.

Further, pursuant to the recommendation of the Audit
Committee and approval of the Board of Directors,
M/s N.L. Bhatia & Associates, Practicing Company
Secretaries (UIN: P1996MH055800) (Peer Review
Certificate No. 6392/2025), is proposed to be appointed
as the Secretarial Auditor of the Company for a term
of five consecutive financial years, commencing from
FY 2026-27 and ending with FY 2030-31, subject to
the approval of the Members at the ensuing Annual
General Meeting.

The proposed Secretarial Auditor has confirmed that
the appointment is in compliance with the applicable
eligibility criteria prescribed under the SEBI Listing
Regulations. The resolution seeking Members''
approval for the said appointment forms part of the
Notice convening the ensuing Annual General Meeting.

17. INTERNAL AUDITORS AND
ADEQUACY OF INTERNAL CONTROL
SYSTEMS

The Company has established and maintains an
adequate system of internal financial controls
commensurate with the size, scale, and nature
of its operations. These controls are designed to
ensure the orderly and efficient conduct of business,
adherence to corporate policies, safeguarding of
assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting records, and
the timely preparation of reliable financial information
and disclosures.

These reports and deviations are regularly discussed
with the Management and actions are taken, whenever
necessary. The Audit Committee of the Board of
Directors of the Company periodically reviews the
adequacy of the internal control systems.

Pursuant to the provisions of Section 138 of the
Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014, M/s. R A N K & Associates
bearing Firm registration no. 105589W, were
appointed as Internal Auditors to undertake internal
audit of the Company for F.Y. 2025-26.

The Internal Audit Report does not contain any
qualification, reservation, or adverse remarks.

18. CORPORATE GOVERNANCE

Certificate from M/s N.L. Bhatia & Associates,
Practicing Company Secretaries (UIN.
P1996MH055800) (Peer Review Certificate No.
6392/2025), a Practicing Company Secretary regarding
the compliance with the conditions of the Corporate
Governance as stipulated under the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as “SEBI Listing Regulations”),
is annexed to this Report as Annexure IV.

19. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and 134(3)
(a) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return of your Company in Form

MGT-7 for the financial year ended on March 31, 2026,
is available on the website of the Company athttps://
gemaromatics.com/annual-return/

20. MEETINGS OF THE BOARD OF
DIRECTORS, ITS COMMITTEES AND
SHAREHOLDERS

During the financial year under review, the Board of
Directors met 8 (Eight) times. The details of dates of
the above meetings including the attendance of the
Directors along with other requisite details are given
in the Report of Corporate Governance which forms an
integral part of this Report.

All meetings were duly constituted with the required
quorum, and the gap between consecutive meetings
remained within the prescribed limit of 120 days, in
compliance with applicable laws and regulations.

21. DETAILS OF SUBSIDIARY/JOINT
VENTURES/ASSOCIATE COMPANIES

The Company has Wholly Owned Subsidiaries namely,
Gem Aromatics LLC and Krystal Ingredients Private
Limited as at March 31, 2026. There are no associate or
joint venture companies within the meaning of Section
2(6) of the Companies Act, 2013 (“Act”). Form AOC
1 pertaining to Statement containing salient features
of the financial statement of subsidiaries/associate
companies/joint ventures is enclosed as Annexure V.

22. REMUNERATION / COMMISSION
DRAWN FROM SUBSIDIARY
COMPANY

During the financial year under review, none of
the Directors or Key Managerial Personnel of the
Company drew any remuneration, salary, commission,
sitting fees, or other monetary benefits from any of the
Company''s subsidiary companies.

23. VIGIL MECHANISM/ WHISTLE
BLOWER POLICY

Your Company is committed to conducting its affairs
in a transparent manner, in compliance with applicable
statutory requirements, and upholding the highest
standards of professionalism and ethical conduct.

Pursuant to the provisions of Section 177(9) and
177(10) of the Companies Act, 2013, the Company
has established a Vigil Mechanism / Whistle Blower
Policy to provide a formal framework for directors,
employees, and other stakeholders to report genuine
concerns regarding unethical behaviour, actual or

suspected fraud, violation of the Company''s code of
conduct, or any misconduct, irregularity, or unlawful
activity occurring within the organization.

The Policy provides adequate safeguards against
victimisation of persons who avail of the mechanism
and also provides direct access to the Chairperson
of the Audit Committee. It is hereby affirmed that
no personnel have been denied access to the Audit
Committee during the financial year 2025-26, and no
such instances were reported. The ‘Vigil Mechanism/
Whistle Blower'' as approved by the Board is
available on the Company''s website and can be
accessed athttps://gemaromatics.com/wp-content/
uploads/2026/04/2.-Whistle-Blower-Policy.pdf.

During the financial year under review, the status of the
concerns or complaints reported, stands as follows:-

No. of concerns or complaints outstanding as on April 1, 2025	: Nil
No. of concerns or complaints received during the year	: Nil
No. of concerns or complaints resolved/ disposed off, during the year	: Nil
No. of concerns or complaints outstanding as on March 31, 2026	: Nil

24. PERFORMANCE EVALUATION OF THE
BOARD

I n compliance with the provisions of the Companies
Act, 2013, SEBI Listing Regulations, and applicable
governance requirements, the Company conducted
an annual performance evaluation of the Board of
Directors, its Committees, and individual Directors
during the financial year under review. The evaluation
was carried out in accordance with the framework and
criteria approved by the Nomination and Remuneration
Committee, with the objective of assessing the
effectiveness of the Board and its Committees in
discharging their responsibilities.

A detailed disclosure regarding the evaluation
process, performance criteria, and key outcomes of the
assessment is provided in the Corporate Governance
Report forming part of this Annual Report.

In a separate meeting of the Independent Directors, the
performance of the Non-Independent Directors, the
Chairperson, and the Board as a whole was evaluated,
taking into account the views of the Executive and
Non-Executive Directors. The Independent Directors
also assessed the quality, quantity, and timeliness of
information flow between the management and the
Board to ensure that the Board effectively performs
its duties and responsibilities.

The Company has instituted a structured induction
and familiarisation programme for its Directors.
Upon appointment, each Director is provided with a
formal Letter of Appointment detailing the terms and
conditions of appointment, roles and responsibilities,
fiduciary duties, applicable policies, the Code of
Conduct, and the Code of Conduct for Prevention
of Insider Trading. Directors are also regularly
apprised of the Company''s business operations,
strategic initiatives, industry developments, and
regulatory changes.

As part of the familiarisation programme,
Independent Directors are encouraged to interact
with senior management and gain deeper insights
into the Company''s business, operations, financial
performance, governance practices, and risk
management framework. Periodic presentations and
updates on key business developments and significant
statutory and regulatory changes are also made to the
Board. These initiatives enable Directors, particularly
Independent Directors, to enhance their understanding
of the Company''s business environment, strategy,
organizational structure, and governance framework,
thereby facilitating informed decision-making and
effective discharge of their duties. However, during
the reporting period, the re-appointment of any
Independent Director for a second term was not
considered, as no Independent Director was due for
re-appointment.

25. POLICY ON DIRECTOR’S
APPOINTMENT AND REMUNERATION
AND SENIOR MANAGEMENT
PERSONNEL’S APPOINTMENT AND
REMUNERATION

The Company''s policy on Directors'' appointment
and remuneration and Senior Management &
Key Managerial Personnel Appointment and
Remuneration Policy formulated in accordance with
Section 178(3) of the Companies Act, 2013, read
with the Regulation 19(4) of the Listing Regulations
including but not limited to the details of remuneration
to Non- Executive Directors, has been disclosed in
the Report on Corporate Governance which forms an
integral part of this Annual Report. The ‘Nomination
and Remuneration Policy'' as approved by the Board
is available on the Company''s website and can be
accessed athttps://gemaromatics.com/policies/.

26. RISK MANAGEMENT

The Company has adopted a Risk Management Policy
to ensure sustainable business growth with stability

and to promote a pro-active approach in reporting,
evaluating and resolving risks associated with the
business. In order to achieve the key objective, the Policy
establishes a structured and disciplined approach
to Risk Management, including the development of
the Risk Register, in order to guide decisions on risk
evaluation and mitigation related issues.

27. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

The information pertaining to the remuneration and
other details as required under Section 197(12) of the
Companies Act, 2013, read with Rule 5(1), 5(2) and 5(3)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is provided in
Annexure VI which forms part of this Report.

Further, a statement containing details of top ten
employees in terms of the remuneration drawn and
other specified employees as required under the
provisions of 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,
as amended, forms part of this Directors'' Report. In
terms of the provisions of section 136 of the Act, the
report is being sent to the members excluding the
aforesaid statement. This statement will be made
available by email to members of the Company seeking
such information. The members can send an email to
[email protected]. It shall also be kept
open for inspection by any member at the registered
office of the Company during business hours.

28. DISCLOSURES PERTAINING TO THE
SEXUAL HARASSMENT OF WOMEN
AT THE WORKPLACE (PREVENTION
AND REDRESSAL) ACT, 2013

Your Company has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at the
workplace, in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules
made thereunder.

The Company has constituted an Internal Complaint
Committee in accordance Section 4 of The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (‘POSH'')
to redress complaints received regarding sexual
harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.

The following are the details of the complaints received
under POSH during the financial year under review

a) number of complaints of sexual harassment
received in the year: Nil

b) number of complaints disposed off during the
year: Nil

c) number of cases pending for more than ninety
days: Nil

29. COMPLIANCE REGARDING
MATERNITY BENEFIT ACT, 1961

The maternity benefits provided by your Company
offer financial security, job protection, and adequate
time for rest and recovery to female employees during
and after childbirth or adoption. By complying with
the provisions of the Maternity Benefit Act, 1961, the
Company ensures a supportive and inclusive work
environment that promotes the well-being of both the
employee and her child.

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

Particulars of Conservation of Energy, Technology Absorption and foreign exchange earnings and outgo in terms of
Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8(3) Companies (Accounts) Rules, 2014 forming
part of this Directors'' Report for the year ended March 31, 2026 are as under:

i.	The steps taken or impact on conservation of energy	Use of Solar Energy at Budaun Factory (through installed Solar Panels).
ii.	The steps taken by the company for utilizing alternate sources of energy	Use of Solar Energy at Budaun Factory (through installed Solar Panels).
iii.	The capital investment on energy conservation equipment	NIL in F.Y. 2025-26
iv.	Benefit received during the year (Savings in electricity cost)	C 1.75 million

Technology absorption-

i.	The efforts made towards technology absorption		Nil
ii.	The benefits derived like product improvement, cost reduction, product development or import substitution		NA
iii.	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)		Nil
	a.	The details of technology imported	Nil
	b.	The year of import	Nil
	c.	Whether the technology been fully absorbed	NA
	d.	If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NA
iv.	The expenditure incurred on Research and Development		11.77 million

Foreiqn exchange earnings and Outgoing -

i.	Foreign Exchange earned in terms of actual inflows during the year	C 1,438.94 million
ii.	Foreign Exchange outgo during the year in terms of actual outflows	C 798.52 million

31. STATUTORY DISCLOSURES

During the financial year 2025-26, your Company has

complied with the following:-

• the Secretarial Standards i.e. SS-1 and SS-2
issued by the Institute of Company Secretaries of
India (ICSI) on meetings of Board of Directors and
General Meetings respectively.

• Your Company has not issued any sweat equity
shares under the Companies Act, 2013.

• The Company has not issued any shares with
differential voting rights as per the Companies
Act, 2013.

• The Company does not currently have an
Employee Stock Ownership Plan (ESOP) scheme
in place.

• There were no instances of non-exercising of
voting rights in respect of shares purchased
directly by employees under a scheme pursuant
to Section 67(3) of the Act read with Rule 16(4)
of Companies (Share Capital and Debentures)
Rules, 2014.

• Public Deposits - During the financial year under
review, your Company has not accepted any
deposit under sections 73 to 76 of the Companies
Act, 2013, read with the Companies (Acceptance
of Deposits) Rules, 2014. Your Company has not
been in default of repayment of deposit or payment
of interest thereon. There are no unclaimed or
unpaid deposits. Your Company is compliant with
the requirements of the Companies Act, 2013
read with rules made thereunder.

32. DETAILS IN RESPECT OF FRAUDS
REPORTED BY AUDITORS UNDER
SECTION 143 (12) OTHER THAN
THOSE WHICH ARE REPORTABLE TO
THE CENTRAL GOVERNMENT.

There are no instances of fraud reported by the
Auditors under Section 143(12) during the financial
year ended 31^st March, 2026.

33. STATEMENT ON DECLARATION
GIVEN BY INDEPENDENT DIRECTORS

As on March 31, 2026, there were 4 Non-Executive
Independent Directors in the Company. The
Company has received necessary declaration from
the Independent Directors stating that they meet
the prescribed criteria for independence as stated in
Section 149 (6) and Section 149(7) of the Companies
Act, 2013.

Based on the declaration received from all the
Independent Directors and in the opinion of the Board,
all Independent Directors possess integrity, expertise,
experience and proficiency and are independent of
the management.

During the financial year under review, none of the
Independent Directors of the Company has had
any pecuniary relationship or transactions with the
Company, other than sitting fees.

The Independent Directors have also confirmed
compliance with the provisions of Rule 6 of Companies
(Appointment and Qualifications of Directors) Rules,
2014, as amended, relating to inclusion of their name in
the databank of independent directors. The Board has
taken on record these declarations after undertaking
the due assessment of the veracity of the same.

34. DIRECTORS’ RESPONSIBILITY
STATEMENT AS REQUIRED
UNDER SECTION 134(3)(c) OF THE
COMPANIES ACT, 2013

Pursuant to the provisions of Section 134(3)(c) and
134(5) of the Companies Act, 2013, and save as
otherwise mentioned elsewhere in this Report, the
Directors, to the best of their knowledge and belief,
confirm that:-

a. In the preparation of the annual accounts for
the year ended March 31, 2026, the applicable
accounting standards, have been followed
along with proper explanations relating to
material departures;

b. the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of your Company at the end of the
financial year i.e. March 31, 2026 and profit and
loss of your Company for that period;

c. the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of
this Companies Act, 2013, for safeguarding the
assets of your Company and for preventing and
detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts
of your Company on a going concern basis;

e. the Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively; and

f. the Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively.

Your Company has been able to operate responsibly and
efficiently because of the culture of professionalism,
creativity, integrity, ethics, good governance and
continuous improvement in all functions and areas
as well as the efficient utilization of the Company''s
resources for sustainable and profitable growth.

Your Directors would like to express their sincere
appreciation for the assistance and co-operation
received from the stakeholders, financial institutions,
banks, business associates, Government authorities,
customers, vendors and members during the financial
year under review and looks forward to their continued
support in future.

Your Directors also wish to place on record their deep
sense of appreciation for the committed services by
your Company''s executives, staff and workers.

35. COST AUDITOR AND COST RECORDS

The Board has appointed M/s Y R Doshi & Associates
Cost Accountants, having Firm Registration Number
000286 as the Cost Auditor for carrying out the Audit
of Cost Accounting Records for the financial year
2026-27 on remuneration of ^1,90,000/- (Rupees One
Lakh Ninety Thousand) plus reimbursement of out-of¬
pocket expenses and applicable taxes if any.

A resolution seeking approval of the Shareholders
for ratifying the remuneration payable to the Cost
Auditors for FY 2026-27 is provided in the Notice of
the ensuing Annual General Meeting.

I n accordance with the provisions of Section 148(1)
of the Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014, the Company
has maintained cost records.

36. THE DETAILS OF AN APPLICATION
MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

There are no applications made or any proceedings
pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the financial year
under review.

37. THE DETAILS OF THE DIFFERENCE
BETWEEN THE AMOUNT OF THE
VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING
A LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF

There has been no such event during the financial year
under review.

38. ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude, the co¬
operation, valuable assistance and guidance extended
by the Management, service providers, Company''s
banker and various institutions of the Central and State
Governments and look forward to continuing fruitful
association with all business partners of the Company.

The Directors place on record their appreciation for the continued support from the members during the financial year
under review.

For and on behalf of the Board of Directors
of GEM AROMATICS LIMITED

Yash Parekh Kaksha Vipul Parekh

(Managing Director & CEO) (Whole Time Director & CFO)

DIN:03514313 DIN:00235998

Date: July 21, 2026
Place: Mumbai