Directors Report of Aaron Industries Ltd.

Mar 31, 2026

The Board of Directors are pleased to present the 13^th
Annual Report along with the Audited Financial
Statements of the Company for the financial year
ended March 31, 2026.

FINANCIAL PERFORMANCE & STATE OF AFFAIRS:

The Audited Financial Statements of the Company as
on March 31, 2026, are prepared in accordance with
the relevant applicable Indian Accounting Standards
("Ind AS") and Regulation 33 of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”) and the provisions of the
Companies Act, 2013 (“Act”).

Key highlights of standalone financial performance for
the year ended March 31, 2026, are summarized as
under:

Particulars	2025-26	2024-25
Revenue from Operations	9200.50	7793.05
Other Income	20.21	21.98
Total Income	9220.71	7815.03
Total Expenses	(8078.59)	(6628.67)
Profit Earnings before interest, tax,	1788.90	1503.25
depreciation and amortization
(EBITDA)
Finance Cost	(258.86)	(136.21)
Depreciation	(387.92)	(180.68)
Profit Before Tax	1142.12	1186.36
Tax Expenses	(462.38)	(362.03)
|Net Profit After Tax	679.74	824.32

FINANCIAL HIGHLIGHTS:

Total revenue of the Company for the financial year
2025-26 stood at T 9200.60 lakhs as against T 7793.05
lakhs for the financial year 2024-25, showing an
increase of 18.06%.

EBITDA for the financial year 2025-26 stood at 1788.90
lakhs as against 1503.25 lakhs for the financial year
2024-25, showing an increase of 19.00%.

Profit after tax for the financial year 2025-26 stood at T
679.74 lakhs as against T 824.32 lakhs for the financial
year 2024-25 showing a decrease of 17.54%.

The Board of Directors at their Meeting held on May 16,
2026, has recommended the payment of Rs. 0.50/-
(Fifty Paisa Only) per Equity Share being 5% on the face
value of Rs. 10/- each as the Final Dividend for the
Financial Year 2025-26. The payment of the Dividend is
subject to the approval of the Shareholders at the 13^th
Annual General Meeting (“AGM”) of the Company.

The Dividend, if approved by the Members would
involve a cash outflow of Rs.104.73 Lakhs.

In accordance with the Finance Act, 2020, dividend
income is taxable in the hands of Members and the
Company is required to deduct tax at source from the
dividend to be paid to the Members as per rates
prescribed under the Income Tax Act, 2025.

TRANSFER TO RESERVES:

As permitted under the Act, the Board does not propose
to transfer any amount to general reserve and has
decided to retain the entire amount of profit for the
Financial Year 2025-26 as retained earnings.

TRANSFER OF UNCLAIMED DIVIDEND TO THE
INVESTOR EDUCATION AND PROTECTION FUND
(IEPF):

In accordance with the provisions of Sections 124 and
125 of the Companies Act, 2013 and Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer, and Refund) Rules, 2016 (“IEPF
Rules”), Dividends of a Company which remain unpaid
or unclaimed for a period of seven years from the date
of transfer to the Unpaid Dividend Account shall be
transferred by the Company to the Investor Education
and Protection Fund (“IEPF”).

In terms of the foregoing provisions of the Act, there is
no Dividend which remains unpaid or unclaimed for 7
(seven) consecutive years; Hence not required to be
transferred to the IEPF by the Company during the
financial year ended March 31, 2026.

SHARE CAPITAL:Change in Authorised Share Capital:

During the year under review, pursuant to the approval
of the shareholders accorded by way of a Special
Resolution passed at the Annual General Meeting held

on August 19, 2025, the authorised share capital of the
Company was increased from Rs. 11,00,00,000/-
(Rupees Eleven Crore Only) divided into 1,10,00,000
(One Crore Ten Lakh) Equity Shares of Rs. 10/- (Rupees
Ten Only) each to Rs. 21,00,00,000/- (Rupees Twenty-
One Crore Only) divided into 2,10,00,000 (Two Crore
Ten Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only)
each by creation of additional 1,00,00,000 (One Crore)
Equity Shares of Rs. 10/- (Rupees Ten Only) each,
ranking pari passu in all respects with the existing
Equity Shares of the Company.

Issue of Bonus Equity Shares:

During the year under review, pursuant to the approval
of the Board of Directors at its Meeting held on July 23,
2025, and the approval of the Members of the Company
by way of a Special Resolution passed at the Annual
General Meeting held on August 19, 2025, the
Company allotted 1,04,73,239 (One Crore Four Lakh
Seventy-Three Thousand Two Hundred and Thirty-Nine)
Equity Shares of the face value Rs. 10/- (Rupees Ten
Only) each as fully paid-up Bonus Equity Shares, in the
ratio of 1:1, i.e., one (1) Equity Share of face value Rs.
10/- (Rupees Ten Only) each for every one (1) existing
fully paid-up Equity Share of face value Rs. 10/-
(Rupees Ten Only) each held by the Members, by
capitalisation of free reserves, pursuant to a Board
Meeting held on August 26, 2025.

The Authorised Share Capital of the Company as on
March 31, 2026 is Rs. 21,00,00,000/- (Rupees Twenty-
One Crore Only) divided into 2,10,00,000 (Two Crore
Ten Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only)
each.

The Paid-up Share Capital of the Company as on
March 31, 2026 is Rs. 20,94,64,780/- (Rupees Twenty
Crore Ninety-Four Lakh Sixty-Four Thousand Seven
Hundred and Eight Only) divided into 2,09,46,478 (Two
Crore Nine Lakh Forty-Six Thousand Four Hundred and
Seventy-Eight Only) Equity Shares of Rs. 10/- (Rupees
Ten Only) each.

EMPLOYEE STOCK OPTION PLAN:

The shareholders at the 11^th Annual General Meeting
held on September 24, 2024, had approved the
adoption and implementation of ‘Aaron Industries
Limited - Employee Stock Option Plan 2024’
(hereinafter referred to as ‘AARON ESOP 2024’/ ‘the
Plan’) and extension and grant of Employee Stock
Option (‘ESOPs’) to the eligible employees of the
Company and of Group Companies including
subsidiary Company(ies) and/ or associate

Company(ies) of the Company, exclusively working in
India or outside, other than employee who is a
promoter or person belonging to the promoter group of
the Company, Independent Directors and Director(s)
holding directly or indirectly more than 10% of the
outstanding equity shares of the Company, in one or
more tranches not exceeding 1,05,000 (Five lakh)
(‘ESOP Pool’) ESOPs. The plan seeks to drive long-term
performance, retain key talent and to provide an
opportunity for the employees to participate in the
growth of the Company.

The Company views the plan as a long-term incentive
tool that would assist in aligning employees’ interest
with that of the shareholders and enable the employees
not only to become co-owners, but also to create
wealth out of such ownership in future. The Plan has
been formulated in accordance with the provisions of
the Act and SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 (‘SBEB Regulations’).
The Nomination and Remuneration Committee (‘NRC’)
administers the Plan and functions as the
Compensation Committee for the purposes of SBEB
Regulations.

ESOPs will be granted to eligible employees as
determined by the NRC. These options will vest
according to the plan and can be exercised under the
terms and conditions specified in the plan, in
accordance with applicable laws and regulations. The
statutory disclosures as mandated under the
Companies Act, 2013 and SEBI (SBEB & SE) Regulation,
2021 and a Certificate from Secretarial Auditor,
confirming implementation of the Scheme in
accordance with SEBI (SBEB & SE) Regulations, 2021
have been hosted on the website of the Company at
https://aaronindustries.net/investor-information/and
same will be available for electronic inspection by the
Shareholders during the AGM of the Company.

During the year under review, no ESOPs were granted
by the Company to eligible employees.

CHANGE IN REGISTERED OFFICE OF THE COMPANY:

During the year, there was no change in the registered
office of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Schedule V of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management
Discussion and Analysis Report forms part of this
report as Annexure - 1.

CORPORATE GOVERNANCE:

The Company is committed to good corporate
governance practices. Pursuant to Regulation 34(3)
read with Schedule V of Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements), Regulations, 2015, a report on
Corporate Governance, forms an integral part of this
Annual Report is given in Annexure - 2.

CERTIFICATE ON CORPORATE GOVERNANCE:

Corporate Governance is a set of process, practice and
system which ensure that the Company is managed in
a best interest of stakeholders. The key fundamental
principles of corporate governance are transparency
and accountability. At Aaron, Company’s core
business objective is to achieve growth with
transparency, accountability and with independency.

A certificate received from M/s Dhirren R Dave & Co.,
Practicing Company Secretaries, Secretarial Auditor of
the Company regarding the compliance of conditions
of Corporate Governance, as required under Schedule
V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached in
Annexure - 3.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In accordance with the requirements of Section 135 of
the Companies Act, 2013, and the Rules made there
under, the Company has constituted a Corporate
Social Responsibility (CSR) Committee and also
formulated a Corporate Social Responsibility Policy
(CSR Policy) which is available on the website of the
Company athttps://aaronindustries.net/wp-
content/uploads/2025/04/CSR Policy.pdf.

The details of the CSR Committee are provided in the
Corporate Governance Report, which forms part of this
Annual Report. An Annual Report on CSR activities of
the Company during the Financial Year 2025-26 as
required to be given under Section 135 of the
Companies Act, 2013 read with Rule 8 of the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 has been provided as an Annexure - 4 to
this Report.

The Chief Financial Officer of the Company has
certified that CSR spends of the Company for Financial
Year 2025-26 have been utilized for the purpose and in
the manner approved by the Board of the Company.

MATERIAL CHANGES AND COMMITMENT AFFECTING
THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments
affecting the financial position of the Company that
have occurred between the end of financial year 2025¬
26, to which the Financial Statements relate and the
date of signing of this report.

RISK MANAGEMENT POLICY:

The Company has been exempted under Regulation 21
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 from reporting risk
management.

A well-defined risk management mechanism covering
risk mapping and trend analysis, risk exposure,
potential impact, and risk mitigation process is in
place. The Board is fully aware of Risk Factors and is
taking preventive measures wherever required.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated a comprehensive
Whistle Blower Policy in line with the provisions of
Section 177(9) and 177(10) of the Companies Act,
2013 and Regulation 22 of the Listing Regulations with
a will to enable the stakeholders, including Directors
and individual employees to freely communicate their
concerns about illegal or unethical practices and to
report genuine concerns to the Audit Committee of the
Company.

The vigil mechanism of the Company provides for
adequate safeguards against victimization of Directors
and employees who avail of the mechanism and also
provides for direct access to the Chairman of the Audit
Committee in exceptional cases. No person has been
denied access to the Chairman of the Audit
Committee. The Whistle Blower Policy has been placed
in the website of the Company at
https://aaronindustries.net/wp-
content/uploads/2025/04/Whistle-Blower-Policy-
Vigil-Mechanism.pdf.

INFORMATION REQUIRED UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT,
2013:

The Company has in place 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. The Internal
Complaints Committee has been set up to redress the
complaints received on sexual harassment. All
employees of the Company are covered under this
policy.

No complaints about sexual harassment were received
during the year 2025-26.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES:

The Company has a well-defined process of
identification of related parties and transactions with
related parties, its approval and review process. The
Policy on Related Party Transactions as formulated by
the Audit Committee and approved by the Board is
hosted on the Company’s website and can be
accessed athttps://aaronindustries.net/wp-
content/uploads/2025/11/Policy-on-Materiality-of-
RPTs.pdf.

During the year under review, the Board of Directors
had revised the Policy on Related Party Transaction in
order to align the said policy with the amendments
made in Regulation 23 of SEBI Listing Regulations.

All contracts, arrangements and transactions entered
by the Company with related parties during Financial
Year 2025-26, were in the ordinary course of business
and on an arm’s length basis and were carried out with
prior approval of the Audit Committee. All related party
transactions that were approved by the Audit
Committee were periodically reported to the Audit
Committee. Prior approval of the Audit Committee was
obtained for the transactions which were planned
and/or repetitive in nature and omnibus approvals were
also taken as per the policy laid down for unforeseen
transactions.

During the year under review, none of the transactions
with related parties were material in nature or within
the scope of Section 188(1) of the Act. Accordingly, no
information on transactions with related parties
pursuant to Section 134(3) (h) of the Act read with Rule
8(2) of the Companies (Accounts) Rules, 2014 is
required to be provided in Form No. AOC-2 and hence
the same is not provided. The details of the
transactions with related parties during Financial Year
2025-26 are provided in the accompanying financial
statements.

PARTICULARS OF LOANS, GUARANTEES, AND
INVESTMENTS UNDER SECTION 186 OF THE ACT:

During the year under review, the Company has not
given any loan or provided any guarantee or made any
investment under the provision of Section 186 of the
Companies Act, 2013.

DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING
THE FINANCIAL YEAR:

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

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

During the year under review, no one-time settlement
was done with any Bank / Financial Institutions.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, there are no significant or
material orders were passed by any Regulatory
authority or Court that could have an adverse impact on
the going concern status of the Company or its future
operations.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft
Annual Return of the Company prepared as per Section
92(3) of the Act for the Financial Year ended March 31,
2026, is available on the Company’s website and can
be accessed athttps://aaronindustries.net/annual-
reports-2020-21-2/. In terms of Rules 11 and 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return shall be filed with the Registrar
of Companies, within prescribed timelines.

DEPOSITS:

The Company has not accepted any deposits falling
within the meaning of Section 73 or 74 of the Act read
with the Companies (Acceptance of Deposits) Rules,
2014, during the year under review and as such, no
amount on account of principal or interest on deposits
from public was outstanding as on March 31, 2026.

DETAILS OF SUBSIDIARY, JOINT VENTURE, OR
ASSOCIATE COMPANIES:

As on March 31, 2026, your Company does not have
any Subsidiaries, Joint Ventures, or associate
Companies.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change
in the Company’s nature of business.

BOARD OF DIRECTORS:

The Board of Directors of the Company consists of
individuals with strong experience, integrity and
leadership capabilities. The Directors bring valuable
financial knowledge and strategic understanding to the
Board. They are committed to the Company and devote
adequate time to Board Meetings and their preparation.

As on March 31, 2026, the Board comprised of 6
Directors, including one Managing Director, one
Whole-Time Director, One Executive Director, and the
remaining three (3) Independent Directors including
one Woman Director. Details of the Board composition
are provided in the Corporate Governance Report,
which forms part of this Integrated Annual Report.

In line with the requirements of the SEBI Listing
Regulations, the Board has identified the key skills,
expertise and competencies required for effective
oversight of the Company’s business. Details of the
core skills and competencies of the Directors are set
out in the Corporate Governance Report, which forms
part of this Integrated Annual Report.

The Board is of the opinion that all Directors, including
the Director re-appointed during the year under review,
have the required qualifications, experience and
expertise and maintain high standards of integrity.

The criteria for determining the qualifications, positive
attributes and independence of Directors are set out in
the Nomination and Remuneration Policy, which is
available on the Company’s website at
https://aaronindustries.net/wp-
content/uploads/2025/04/Nomination-Remuneration-
Policy.pdf.

Re-appointment of Director retiring by rotation:

In accordance with the provisions of Section 152 of the
Act, read with the rules made thereunder, Mr. Monish
Amar Doshi (DIN: 06690242), Executive Director is
liable to retire by rotation at the ensuing AGM and being
eligible, offers himself for re-appointment.

The Board, on recommendation of Nomination and
Remuneration Committee of the Company,
recommends the re-appointment of Monish Amar
Doshi (DIN: 06690242), as Director for the approval.

Brief details as required under Secretarial Standard-2
and Regulation 36 of SEBI Listing Regulations, are
provided in the Notice of AGM.

Pecuniary relationship or transactions with the
Company:

During the year under review, the Non-Executive
Directors of the Company had no pecuniary
relationship or transactions with the Company, other
than sitting fees, commission as applicable and
reimbursement of expenses incurred by them for the
purpose of attending Meetings of the

Board/Committee(s) of the Company, if any.

Independent Directors:

As on March 31, 2026, Mr. Hetal Mehta, Mr.
Pradeepkumar Choksi, and Mrs. Shrungi Desai were
Independent Directors of the Company.

Independent Directors have submitted declarations
confirming that they meet the criteria of independence
as prescribed under Section 149(6) of the Companies
Act, 2013, read with the relevant rules, and Regulation
16(1)(b) of the SEBI Listing Regulations. They have also
confirmed continued compliance with the Code of
Conduct for Independent Directors set out in Schedule
IV to the Act. Further, in accordance with Regulation
25(8) of the SEBI Listing Regulations, the Independent
Directors have affirmed that they are not aware of any
circumstance or situation existing or anticipated, that
could affect their ability to exercise independent
judgement or discharge their duties objectively and
without external influence. The Directors have also
confirmed that they are not debarred from holding the
office of director by any order of SEBI or any other
authority.

In the opinion of the Board, there has been no change
in the circumstances that could affect the
independence of the Independent Directors. The Board

is satisfied with the integrity, expertise and experience
of all the Independent Directors, including their
proficiency as required under Section 150(1) of the Act
and the applicable rules. Further, in accordance with
Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of
Directors) Rules, 2014, the Independent Directors have
included their names in the Independent Directors’
data bank and have complied with the requirement of
passing the proficiency test, as applicable.

KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMPs)
of the Company pursuant to Section 2(51) and 203 of
the Companies Act, 2013 as on March 31, 2026:

i. Amar Chinubhai Doshi, Chairman & Managing
Director

ii. Karan Amar Doshi, Whole-Time Director

iii. Monish Amar Doshi, Director & Chief Financial
Officer

iv. Nitinkumar Maniya, Company Secretary

COMMITTEES OF THE BOARD:

As required under the Companies Act, 2013 and the
SEBI Listing Regulations, the Company has constituted
the following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility & Sustainability
Committee

Details such as terms of reference, composition and
meetings held during the year under review for these
committees are disclosed in the Corporate
Governance Report, which forms part of this Annual
Report.

BOARD MEETINGS:

During the year under review, Eight (8) Meetings of the
Board of Directors were held, details of which are
provided in the Corporate Governance Report, which
forms part of this Annual Report. The gap between two
consecutive Meetings did not exceed 120 days, in
compliance with the Companies Act, 2013 and the
SEBI Listing Regulations.

MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements under Schedule IV of the
Companies Act, 2013 and Regulation 25(3) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Independent Directors were
met on May 19, 2025, and February 05, 2026.

The Independent Directors at the Meeting, inter alia,
reviewed the following:

• Performance of Non-Independent Directors and
Board as a whole.

• Performance of the Chairman of the Company,
taking into account the views of Executive Directors
and Non-Executive Directors.

• Assessed the quality, quantity, and timeliness of the
flow of information between the Company
Management and the Board that is necessary for the
Board to effectively and reasonably perform their
duties.

BOARD EVALUATION:

The annual evaluation of the performance of the Board,
its Committees and the Independent Directors of the
Company were evaluated by the Board after obtaining
inputs from all the Directors on the fixed benchmark for
the performance evaluation such as participation in
strategy formulation and decision making;
participation in Board and Committee Meetings;
Directions, views and recommendations given to the
Company, etc.

The Board reviewed the performance of the individual
directors on the basis of the criteria such as the
contribution of the individual director to the Board and
Committee Meetings like preparedness on the issues
to be discussed, meaningful and constructive
contribution and inputs in Meetings, etc. In addition,
the Chairman was also evaluated on the key aspects of
his role. In a separate meeting of Independent
Directors, performance of Non-Independent Directors,
performance of the Board as a whole and performance
of the Chairman was evaluated, taking into account the
views of Executive Directors and Non-Executive
Directors. The Performance evaluations of the
Independent Directors were done by the entire Board,
excluding the Independent Directors who were being
evaluated did not participate in the same.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS:

The Company has adopted a familiarization program
for Independent Directors with the objective of making

the Independent Directors of the Company
accustomed to the business and operations of the
Company through various structured orientation
programs. The familiarization program also intends to
update the Directors on a regular basis on any
significant changes therein so as to be in a position to
make well-informed and timely decisions.

The details of the Familiarization program undertaken
have been uploaded on the Company’s website at
https://aaronindustries.net/wp-
content/uploads/2026/04/Familiarisation-
Programme.pdf.

STATUTORY AUDITOR AND AUDITOR’S REPORT:

Based on the recommendation of the Audit Committee
and the Board of Directors, Members of the Company
at the 10^th Annual General Meeting held on September
04, 2023, appointed D C Jariwala & Co., Chartered
Accountants (ICAI Firm Registration No. 104063W) as
the Statutory Auditor for a term of five (5) consecutive
years, commencing from the conclusion of the 10^th
Annual General Meeting (2023) till the conclusion of
15^th Annual General Meeting (2028).

For the Financial Year 2025-26, the Statutory Auditors’
Report does not contain any qualifications,
reservations, adverse remarks or disclaimers.

Further, no fraud has been reported by the Statutory
Auditor as specified under Section 143(12) of the
Companies Act, 2013, for the year under review. The
Statutory Auditor have also expressed an unmodified
opinion on the adequacy and operating effectiveness of
the Company’s internal financial controls.

SECRETARIAL AUDITOR AND AUDITOR’S REPORT:

Pursuant to the provisions of Regulation 24A of the SEBI
Listing Regulations and Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, based on the recommendation
of the Audit Committee and the Board of Directors,
Members of the Company at the Annual General
Meeting held on August 19, 2025, approved the
appointment of Dhirren R. Dave & Co., Practicing
Company Secretaries (Firm Registration No.
P1996GJ002900), as the Secretarial Auditor of the
Company for a term of five (5) consecutive years,
commencing from April 01, 2025 until March 31, 2030.

The Members also approved the remuneration for
Financial Year 2025-26 payable to the Secretarial
Auditor and authorised the Board of Directors to
finalise the terms and conditions of the appointment,
including remuneration of the Secretarial Auditor for
the remaining period, based on the recommendation of
the Audit Committee.

The Secretarial Audit Report for the Financial Year
ended March 31, 2026, issued by the Secretarial
Auditor, does not contain any qualification,
reservation, adverse remark or disclaimer. The said
Report is annexed to this Board’s Report as Annexure
5.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the Financial
Year ended March 31, 2026, for all applicable
compliances as per Regulation 24A of the Listing
Regulations and Circulars/Guidelines issued
thereunder. The Annual Secretarial Compliance Report
issued by M/s. Dhirren R. Dave & Co., Practicing
Company Secretaries, has been submitted to the Stock
Exchange as per the Listing Regulations.

INTERNAL AUDITOR:

M/s. VCAS & Co LLP (Formerly known as VCAS & Co.),
Chartered Accountants, Surat, who are the Internal
Auditor has carried out Internal Audits for the Financial
Year 2025-26. Their reports were reviewed by the Audit
Committee.

COST RECORDS:

During the Financial Year 2025-26, the Company has
maintained and prepared the cost records as specified
by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013. Further, the
requirement of Cost Audit does not apply to the
Company for the Financial Year 2025-26.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors,
Internal Auditors, Cost Auditors, and Secretarial
Auditors have not reported any instance of fraud
committed in the Company by its Officers or
Employees to the Audit Committee under Section
143(12) of the Act and the Rules made thereunder.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR
ADEQUACY:

The Company has a well-placed, proper, and adequate
internal financial control system which ensures that all
the assets are safeguarded and protected and that the
transactions are authorized recorded, and reported
correctly. The internal audit covers a wide variety of
operational matters and ensures compliance with
specific standards with regard to the availability and
suitability of policies and procedures. During the year,
no reportable material weaknesses in the design or
operation were observed.

DIRECTOR’S APPOINTMENT AND REMUNERATION
POLICY:

Pursuant to the provision of Section 178(3) of the
Companies Act, 2013, the Company has, on the
recommendation of the Nomination and Remuneration
Committee, framed and adopted a Policy for the
selection, appointment, cessation, remuneration, and
evaluation of Directors, Key Managerial Personnel and
senior management personnel including criteria for
determining qualifications, positive attributes and
independence of Directors.

The Nomination and Remuneration Policy of the
Company is available on the website of the Company at
https://aaronindustries.net/wp-
content/uploads/2025/04/Nomination-Remuneration-
Policy.pdf.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:

The details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are given in
Annexure - 6 of this Report.

In terms of provisions of Section 197(12) of the Act and
Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a
statement showing names of the employees drawing
remuneration and other particulars, as prescribed in
the said Rules forms part of this report. However, in
terms of first proviso to Section 136(1) of the Act, the
Annual Report, excluding the aforesaid information, is
being sent to the members of the Company. The said
information is available for inspection at the Registered
Office of the Company during business hours on
working days and any member who is interested in

obtaining these particulars may write to the Company
Secretary of the Company up to the date of the 13^th
Annual General Meeting.

During the year, the Company had no employee who
was employed throughout the financial year or part
thereof and was in receipt of remuneration, which in
the aggregate, or as the case may be, at a rate which, in
the aggregate, is in excess of that drawn by the
Managing Director or Whole-Time Director or Manager
and holds by himself or along with his spouse and
dependent children, not less than 2% of the Equity
Shares of the Company.

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

The details of conservation of energy, technology
absorption, and foreign exchange earnings and outgo
as stipulated under Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is annexed as
Annexure - 7 and forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls
and compliance systems established and maintained
by the Company, work performed by the internal,
statutory, cost, and secretarial auditors including the
audit of internal financial controls over financial
reporting by the statutory auditors and the reviews
performed by the management and the relevant Board
Committees including the Audit Committee, the Board
is of the opinion that the Company’s internal financial
controls were adequate and operating effectively
during Financial Year 2025-26.

Pursuant to Section 134 (5) of the Companies Act, 2013
the Board of Directors, to the best of their knowledge
and ability, confirm that for the Financial Year ended
March 31, 2026:

(a) In the preparation of the annual accounts, the
applicable accounting standards have been
followed and there are no material departures;

(b) They 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 the Company at the end of the financial year and
of the profits of the Company for that period;

(c) They have taken proper and sufficient care 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) They have prepared the annual accounts on a
going concern basis;

(e) they have laid down internal financial controls to
be followed by the company and that such internal
financial controls are adequate and operating
effectively;

(f) They have devised a proper system to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT,
1961:

The Company is committed to providing a safe,
inclusive, and supportive workplace for all employees.
During the year under review, the Company has
complied with all applicable provisions of the Maternity
Benefit Act, 1961. All eligible women employees have
been extended the benefits as prescribed under the
Act, including paid maternity leave, nursing breaks, and
other applicable entitlements. The Company continues
to ensure that policies are aligned with statutory
requirements and promotes the well-being of women
employees.

SECRETARIAL STANDARDS:

During the year under review, the Company has
complied with all the applicable Secretarial Standards
on Board Meetings and General Meetings issued by The
Institute of Company Secretaries of India, as mandated
under Section 118 of the Act.

CODE FOR PREVENTION OF INSIDER TRADING:

In terms of the provisions of the Securities and
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended (PIT Regulations), the
Company has adopted “Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons and
Immediate Relatives of Designated Persons” (“the
Code”). The Code is applicable to all Designated
persons, Immediate Relatives of Designated Persons,
Connected Persons, Promoters and Promoter Group of

the Company, who have access to Unpublished Price
Sensitive Information relating to the Company.

The Company has also formulated a “Code of Practices
and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (UPSI)” in compliance with
the PIT Regulations.

The aforesaid Codes are hosted on the Company’s
website and can be accessed by using the web link at
https://aaronindustries.net/wp-
content/uploads/2026/02/Code-of-Conduct-to-
Regulate-Monitor-and-Report-Trading-by-DP.pdfand
https://aaronindustries.net/wp-
content/uploads/2026/02/Code-of-Practices-and-
Procedures-for-Fair-Disclosure-of-UPSI.pdf.

CEO/ CFO CERTIFICATION:

In terms of Regulation 17(8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulation,
2015; the Managing Director and CFO has certified to
the Board of Directors of the Company with regard to
the Financial Statements and other matters specified
in the said Regulation for the Financial Year 2025-26.
The certificate is given in Annexure - 8.

DECLARATION REGARDING COMPLIANCE BY BOARD
MEMBERS AND SENIOR MANAGEMENT PERSONNEL
WITH THE COMPANY’S CODE OF CONDUCT:

The Board of Directors has formulated and adopted the
Code of Conduct for all Board Members and Senior
Management Personnel of the Company. All the Board
Members and Senior Management Personnel have
affirmed compliance with the Code on an annual basis.
In this regard certificate from Managing Directors, as
required under Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 has been received by the Board, and
the same is attached herewith as per Annexure - 9.

Code of Conduct for Board of Directors and Senior

Management Personnel is available on the website of

the Company at the web link

https://aaronindustries.net/wp-

content/uploads/2025/04/Code-of-Conduct-for-

Board-Members-and-Senior-Management-

Personnel.pdf.

INSURANCE:

Your Company has taken the required insurance
coverage for its assets against possible risks like fire,
flood, burglary etc.

The Directors state that no disclosure or reporting is
required in respect of the following items as there were
no transactions/events of this nature during the year
under review:

• Issue of equity shares with differential rights as to
dividend, voting or otherwise.

• Issue of Sweat Equity Shares to employees of the
Company.

• Revision of financial statements and Directors’
Report of the Company.

• None of the Directors of the Company has been
debarred or disqualified from being appointed or
continuing as a Director by SEBI/Ministry of
Corporate Affairs/Statutory Authorities.

CYBER SECURITY INCIDENT:

During the year under review, there are no incidents of
cyber security breach reported.

GREEN INITIATIVES:

In commitment to keeping in line with the Green
Initiative and going beyond it to create new green
initiatives, an electronic copy of the Notice of the 13^th
Annual General Meeting of the Company including the
Annual Report for the Financial Year 2025-26 is being
sent to all Members whose e-mail addresses are
registered with the Company/Depository
Participant(s).

The Annual Report including those which relate to the
Directors’ Report, Management Discussion and
Analysis Report may contain certain statements on the
Company’s intent expectations or forecasts that
appear to be forward-looking within the meaning of
applicable securities laws and regulations while actual
outcomes may differ materially from what is expressed
herein. The Company bears no obligations to update
any such forward-looking statement. Some of the
factors that could affect the Company’s performance
could be the demand and supply for the Company’s
products and services, changes in Government
regulations, tax laws, forex volatility, etc.

ACKNOWLEDGEMENT:

The Directors wish to convey their heartfelt
appreciation to the Company’s bankers, financial
institutions, government and regulatory authorities,
customers, suppliers, business partners,
shareholders, and all other stakeholders for their
consistent support and trust in the Company, both
directly and indirectly, throughout the year. Their
encouragement has been a key pillar in the Company’s
continued progress.

The Directors also extend their sincere gratitude to
every member of the Aaron Family for their unwavering
dedication, hard work, and commitment across all
levels. Their collective efforts, resilience, and passion
have been instrumental in driving the Company’s
sustained growth, operational excellence, and long¬
term success.

For and on behalf of the Board
Aaron Industries Limited

Sd/-
Amar Doshi

Date: July 24, 2026 Chairman and Managing Director

Place: Surat DIN: 00856635

---

Mar 31, 2025

The Directors are pleased to present the 12^th Annual Report of the Company together with the Audited Financial Statements for the financial year ended on March 31,2025.

1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS:

The financial performance of the Company for the Financial Year ended March 31, 2025, are summarized below:

(T in Lakhs)
Particulars	2024-25	2023-24
Revenue from Operations	7793.05	6322.67
Other Income	21.98	14.36
Total Income	7815.03	6337.03
Profit/(Loss) Before Tax & Exceptional/Extraordinary Items	1186.36	849.92
Less: Exceptional/Extraordinary items	0.00	0.00
Profit/(Loss) Before Tax	1186.36	849.92
Less:Tax Expense:
- Current Tax	301.02	181.32
- Deferred Tax Charge/ (Credit)	61.02	35.51
Net Profit/(Loss) After Tax	824.32	633.09
Other Comprehensive Income	(0.89)	(5.14)
Total Comprehensive Income	823.44	627.95
Dividend paid on equity shares	104.73	100.44

During the Financial Year 2024-25, the Company achieved the highest ever Operating Income of T7793.05 Lakhs as compared to T6322.67 Lakhs in the Financial Year 2023-24. The Profit before tax for the Financial Year 2024-25 stood at T1186.36 Lakhs as compared to T849.92 Lakhs achieved in the Financial Year 2023-24. The Profit after tax stood at T824.32 Lakhs for the Financial Year 2024-25 as compared to T633.09 Lakhs in Financial Year 2023-24.

2. DIVIDEND:

For the Financial Year 2024-25, the Company has declared a Final Dividend of T1.20/- (One Rupee and Twenty Paisa Only) per Equity Share of T10/- each with a total outlay of T125.68 Lakhs.

The Board of Directors at their Meeting held on May 19, 2025, has recommended the payment of T1.20/- (One Rupee and Twenty Paisa Only) per Equity Share being 12% on the face value of T10/- each as the Final Dividend for the Financial Year ended March 31, 2025. The payment of the Dividend is subject to the

approval of the Shareholders at the 12^th Annual General Meeting (“AGM”) of the Company.

The Dividend, if approved by the Members would involve a cash outflow of T125.67 Lakhs.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, the Dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the Dividend after deduction of tax at source at appropriate rates applicable to resident and non-resident shareholders as the case may be.

3. TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 (“IEPF Rules”), Dividends of a Company which remain unpaid or unclaimed for a period of seven years from the

date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund (“IEPF”).

In terms of the foregoing provisions of the Act, there is no Dividend which remains unpaid or unclaimed for 7 (seven) consecutive years; Hence not required to be transferred to the IEPF by the Company during the financial year ended March 31,2025.

4. SHARE CAPITAL:

During the year under review, the Company has not altered/modified its authorised share capital and has not issued any Equity Shares with Differential Rights as to dividend, voting or otherwise. The Company has not issued any Sweat Equity Shares to its Directors or employees and also has not made any buy back of shares during the year under review.

The Paid-up Equity Share Capital of the Company as on March 31, 2025, was ^10,47,32,390 divided into 1,04,73,239 Equity Shares of ^10/- each fully paid up.

The Company has paid Listing Fees for the Financial Year 2024-25 to the Stock Exchange, where its Equity Shares are listed.

5. EMPLOYEE STOCK OPTION PLAN:

During the year under review, the Shareholders of the Company at their 11^th Annual General Meeting (‘AGM’) held on September 24, 2024, had approved the adoption and implementation of ‘Aaron Industries Limited -Employee Stock Option Plan 2024’ (hereinafter referred to as ‘AARON ESOP 2024’/ ‘the Plan’) and extension and grant of Employee Stock Option (‘ESOPs’) to the eligible employees of the Company and of Group Companies including subsidiary Company(ies) and/ or associate Company(ies) of the Company, exclusively working in India or outside, other than employee who is a promoter or person belonging to the promoter group of the Company, Independent Directors and Director(s) holding directly or indirectly more than 10% of the outstanding equity shares of the Company, in one or more tranches not exceeding 1,05,000 (Five lakh) (‘ESOP Pool’)

ESOPs. The plan seeks to drive long-term performance, retain key talent and to provide an opportunity for the employees to participate in the growth of the Company.

The Company views the plan as a long-term incentive tool that would assist in aligning employees’ interest with that of the shareholders and enable the employees not only to become co-owners, but also to create wealth out of such ownership in future. The Plan has been formulated in accordance with the provisions of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SBEB Regulations’). The Nomination and Remuneration Committee (‘NRC’) administers the Plan and functions as the Compensation Committee for the purposes of SBEB Regulations.

ESOPs will be granted to eligible employees as determined by the NRC. These options will vest according to the plan and can be exercised under the terms and conditions specified in the plan, in accordance with applicable laws and regulations. The statutory disclosures as mandated under the Companies Act, 2013 and SEBI (SBEB & SE) Regulation, 2021 and a Certificate from Secretarial Auditor, confirming implementation of the Scheme in accordance with SEBI (SBEB & SE) Regulations, 2021 have been hosted on the website of the Company at www.aaronindustries.net and same will be available for electronic inspection by the Shareholders during the AGM of the Company.

During the year under review, no ESOPs were granted by the Company to eligible employees.

6. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

During the year, there was no change in the registered office of the Company.

7. TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves for the Financial Year ended March 31,2025.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report part of this report as Annexure - 1.

9. CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, a report on Corporate Governance, forms an integral part of this Annual Report is given in Annexure - 2.

10. CERTIFICATE ON CORPORATE GOVERNANCE:

A certificate received from Practicing Company Secretaries regarding the compliance of conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached in Annexure - 3.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In accordance with the requirements of Section 135 of the Companies Act, 2013, and the Rules made there under, the Company has constituted a Corporate Social Responsibility (CSR) Committee and also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at

https://www.aaronindustries.net/wp-content/uploads/2023/05/CSR Policy.pdf.

An Annual Report on CSR activities of the Company during the Financial Year 2024-25 as required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided as an Annexure - 4 to this Report.

12. MATERIAL CHANGES AND

COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company that have occurred between

the end of financial year 2024-25, to which the Financial Statements relate and the date of signing of this report.

13. RISK MANAGEMENT POLICY:

The Company has been exempted under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from reporting risk management.

A well-defined risk management mechanism covering risk mapping and trend analysis, risk exposure, potential impact, and risk mitigation process is in place. The Board is fully aware of Risk Factors and is taking preventive measures wherever required.

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated a comprehensive Whistle Blower Policy in line with the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations with a will to enable the stakeholders, including Directors and individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company.

The mechanism provides adequate safeguards against victimization of Directors or employees who avail the mechanism. The Whistle Blower Policy has been placed in the website of the Company at https://aaronindustries.net/wp-content/uploads/2022/08/Whistle-Blower-Policy-Vigil-Mechanism.pdf.

15. INFORMATION REQUIRED UNDER THESEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place 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. The Internal Complaints Committee has been set up to redress the complaints received

on sexual harassment. All employees of the Company are covered under this policy.

No complaints about sexual harassment were received during the year 2024-25.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During Financial Year 2024-25, all contracts/ arrangements/ transactions entered into by the Company with related parties were in the ordinary course of business and on an arm’s length basis. All the Related Party Transactions are placed before the Audit Committee for prior approval, as required under the Act and Listing Regulations. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis.

The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders’ approval under the Listing Regulations. Neither the Company has entered into transactions not at arm’s length.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable. Members may refer to Note No.36 to the Standalone Financial Statements which sets out related party disclosures pursuant to IND AS-24.

The Company has adopted a Policy on Related Party Transactions which can be accessed on the Company’s website at

https://aaronindustries.net/wp-content/uploads/2022/11/Policy-on-Materiality-of-RPTs.pdf.

17. PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS UNDER SECTION 186 OF THE ACT:

The Company has not given any loan or provided any guarantee or made any

investment under the provision of Section 186 of the Companies Act, 2013.

18. DETAILS OF APPLICATION MADE OR ANY

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE

FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2024-25.

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

No one-time settlement was done with any Bank / Financial Institutions during the financial year under review.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant or material orders passed by the Regulators or Courts or Tribunals during the Financial Year 2024-25 impacting the going concern status and the Company’s operations in the future.

21. ANNUAL RETURN:

Pursuant to Section 92(3) and 134(3)(a) of the Act the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 (as amended), is placed on the website of the Company and is accessible at the www.aaronindustries.net.

22. DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act read with the Companies (Acceptance

of Deposits) Rules, 2014, during the financial year and as such, no amount on account of principal or interest on deposits from public was outstanding as on 31st March, 2025.

23. DETAILS OF SUBSIDIARY, JOINT VENTURE, OR ASSOCIATE COMPANIES:

As on March 31, 2025, your Company does not have any Subsidiaries, Joint Ventures, or associate Companies.

24. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the Company’s nature of business.

25. DIRECTORS:

The Board of the Company comprises Six (6) Directors; one Managing Director, one WholeTime Director, One Executive Director, and the remaining three (3) Independent Directors. As on the date of this report, the composition of the Board of the Company is as follows:

Name of Directors	Category & Designation
Mr. Amar Chinubhai Doshi	Executive Chairman & Managing Director
Mr. Karan Amar Doshi	Executive Whole-Time Director
Mr. Monish Amar Doshi	Executive Director
Mr. Pradeepkumar Sanmukhlal Choksi	Non-Executive Independent Director
Mr. Hetal Mehta	Non-Executive Independent Director
Mrs. Shrungi Kiranbhai Desai	Non-Executive Independent Director

In accordance with the provisions of Section 152 of the Act, 2013 and the Articles of Association of the Company, Mr. Karan Doshi (DIN:06690242), Whole-Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. His appointment is placed for approval of the members and forms part of the notice of the 12^th AGM. The information about the Director seeking his reappointment as per Secretarial Standards on General Meetings and Regulation 36(3) of the Listing Regulations has been given in the notice convening the 12^th AGM.

26. KEY MANAGERIAL PERSONNEL:

Pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

i. Amar Chinubhai Doshi, Chairman & Managing Director

ii. Karan Amar Doshi, Whole-Time Director

iii. Monish Amar Doshi, Director & Chief Financial Officer

iv. Nitinkumar Maniya, Company Secretary

The remuneration and other details of these Key Managerial Personnel for Financial Year 2024-25 are provided in the Annual Return which is available on the website of the Company.

27. INTERNAL FINANCIAL CONTROL SYSTEM:

Internal Financial Controls and their Adequacy: In terms of Section 134(5)(e) of the Act, the term Internal Financial Control means the policies and procedures adopted by a Company for ensuring orderly and efficient conduct of its business, including adherence to Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

Internal Control Over Financial Reporting (ICFR) remains an important component to foster confidence in a Company’s financial reporting, and ultimately, streamlining the process to adopt best practices. Your Company, through Internal Audit Program, is regularly conducting test of effectiveness of various controls. The ineffective and unsatisfactory controls are reviewed and remedial actions are taken immediately. The internal audit plan is also aligned to the business objectives of the Company which is reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of your Company’s internal control framework.

The Company has a well-placed, proper, and adequate internal financial control system

which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded, and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standards with regard to the availability and suitability of policies and procedures. During the year, no reportable material weaknesses in the design or operation were observed.

28. AUDITORS:A. STATUTORY AUDITOR:

The Shareholders at their meeting held on September 04, 2023, had appointed D C Jariwala & Co., Chartered Accountants, as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 10^th Annual General Meeting (2023) till the conclusion of 15^th Annual General Meeting (2028).

M/s. D C Jariwala & Co., have issued their report on the Financial Statements for the Financial Year ended March 31,2025, with an unmodified opinion and do not contain any qualification, observation, or adverse remarks or disclaimer that may call for any explanation from the Board of Directors. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

B. INTERNAL AUDITOR:

M/s. VCAS & Co LLP (Formerly known as VCAS & Co.), Chartered Accountants, Surat, who are the Internal Auditor has carried out Internal Audits for the Financial Year 2024-25. Their reports were reviewed by the Audit Committee.

C. COST AUDITOR:

During the Financial Year 2024-25, the Company has maintained and prepared the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Further, the requirement of Cost Audit does not apply to the Company for the Financial Year 2024-25.

D. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Dhirren R. Dave & Co., Practicing Company Secretaries, Surat as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report issued in this regard is annexed as Annexure - 5.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

Further, in terms of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, the Board of Directors has, on the recommendation of the Audit Committee, approved the appointment of M/s. Dhirren R. Dave & Co., Practicing Company Secretaries as the Secretarial Auditors of the Company, to hold office for a term of five (5) consecutive years with effect from financial year 2025-26 to the financial year 2029-30, subject to approval of the Members of the Company at the ensuing AGM. Accordingly, a resolution seeking Members’ approval for appointment of Secretarial Auditors of the Company forms part of the Notice of the 12^th AGM forming part of this Annual Report.

E. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the Financial Year ended March 31, 2025, for all applicable compliances as per Regulation 24A of the Listing Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. Dhirren R. Dave & Co., Practicing Company Secretaries, has been submitted to the Stock Exchange as per the Listing Regulations.

F. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors, Cost Auditors, and Secretarial Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act and the Rules made thereunder.

29. MEETINGS OF THE BOARD AND COMMITTEE:

During the Financial Year 2024-25, the Board of Directors met Six (6) times, and the details of the Meetings of the Board and its Committees are given in the Corporate Governance Report (Annexure-2).

The gap intervening between the two Meetings were within the time prescribed under the Act and LODR Regulations.

Details of attendance at Meetings of the Board, its committees, and the Annual General Meeting are included in the Report on Corporate Governance, which forms part of this Annual Report.

30. MEETING OF INDEPENDENT

DIRECTORS:

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Separate Meeting of the Independent Directors were held on May 20, 2024, and February 11,2025. The Independent Directors at the Meeting, inter alia, reviewed the following:

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

• Assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

31. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from each Independent Director of the Company under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors during the Financial Year 2024-25.

All Independent Directors of the Company have affirmed compliance with Schedule IV of the Act and the Company’s Code of Conduct for Directors and Employees for the Financial Year 2024-25.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (‘IICA’) towards the inclusion of their names in the data bank maintained with it and they meet the requirements of the proficiency selfassessment test.

32. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

33. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has adopted a familiarization program for Independent Directors with the objective of making the Independent Directors of the Company accustomed to the business and operations of the Company through various structured orientation programs. The familiarization program also intends to update the Directors on a regular basis on any significant changes therein so as to be in a position to make well-informed and timely decisions.

The details of the Familiarization program undertaken have been uploaded on the Company’s website at

https://www.aaronindustries.net/wp-content/uploads/2025/04/Familiarisation-Programme.pdf.

34. PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES:

The performance evaluation of the Board, its Committees and the Independent Directors of the Company were evaluated by the Board after obtaining inputs from all the Directors on the fixed benchmark for the performance evaluation such as participation in strategy formulation and decision making; participation in Board and Committee Meetings; Directions, views and recommendations given to the Company, etc.

The Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in Meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The Performance evaluations of the Independent Directors were done by the entire Board, excluding the Independent Directors who were being evaluated did not participate in the same.

35. DIRECTOR’S APPOINTMENT AND REMUNERATION POLICY:

Pursuant to the provision of Section 178(3) of the Companies Act, 2013, the Company has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted a Policy for the selection, appointment, cessation, remuneration, and evaluation of Directors, Key Managerial Personnel and senior management personnel including criteria for determining qualifications, positive attributes and independence of Directors.

The Nomination and Remuneration Policy of the Company is available on the website of the Company at https://aaronindustries.net/wp-content/uploads/2022/08/Nomination-Remuneration-Policy.pdf.

36. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure - 6 of this Report.

In terms of provisions of Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees drawing remuneration and other particulars, as prescribed in the said Rules forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member who is interested in obtaining these particulars may write to the Company Secretary of the Company up to the date of the 12^th Annual General Meeting.

During the year, the Company had no employee who was employed throughout the financial year or part thereof and was in receipt of remuneration, which in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-Time Director or Manager and holds by himself or along with his spouse and dependent children, not less than 2% of the Equity Shares of the Company.

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

The details of conservation of energy, technology absorption, and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure - 7 and forms part of this Report.

38. DIRECTORS'' RESPONSIBILITY

STATEMENT:

The Directors’ Responsibility Statement referred to in Section 134(3)(c) of the Companies Act, 2013, shall state that:

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

(b) the Directors had 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 the Company at the end of the financial year and of the profit and loss of the company for that period;

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

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) 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.

(f) 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.

39. SECRETARIAL STANDARDS:

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

40. PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted revised “Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and Immediate Relatives of Designated Persons” (“the Code”). The Code is applicable to all Designated persons, Immediate Relatives of Designated Persons, Connected Persons, Promoters and Promoter Group of the Company, who have access to Unpublished Price Sensitive Information relating to the Company.

The Company has also formulated a “Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)” in compliance with the PIT Regulations.

The aforesaid Codes are posted on the

Company’s website and can be accessed by

using the web link at

https://aaronindustries.net/wp-

content/uploads/2023/03/Code-of-Conduct-

to-Regulate-Monitor-and-Report-Trading-by-

DP.pdf and https://aaronindustries.net/wp-

content/uploads/2022/11/Code-of-Practices-

and-Procedures-for-Fair-Disclosure-of-

UPSI.pdf.

41. STATEMENT REGARDING OPINION OF

THE BOARD WITH REGARD TO

INTEGRITY, EXPERTISE AND

EXPERIENCE (INCLUDING THE

PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of the Board of Directors of the Company, Independent Directors on the Board of Company hold the highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. It’s an optimum mix of expertise (including financial expertise), leadership and professionalism.

42. CEO/ CFO CERTIFICATION:

In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015; the Managing Director and CFO has certified to the Board of Directors of

the Company with regard to the Financial Statements and other matters specified in the said Regulation for the Financial Year 2024-25. The certificate is given in Annexure - 8.

43. DECLARATION REGARDING

COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT:

The Board of Directors has formulated and adopted the Code of Conduct for all Board Members and Senior Management Personnel of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis. In this regard certificate from Managing Directors, as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board, and the same is attached herewith as per Annexure - 9.

Code of Conduct for Board of Directors and

Senior Management Personnel is available on

the website of the Company at the web link

https://aaronindustries.net/wp-

content/uploads/2022/08/Code-of-Conduct-

for-Board-Members-and-Senior-Management-

Personnel.pdf.

44. INSURANCE:

Your Company has taken the required insurance coverage for its assets against possible risks like fire, flood, burglary etc.

45. GREEN INITIATIVES:

In commitment to keeping in line with the Green Initiative and going beyond it to create

new green initiatives, an electronic copy of the Notice of the 12^th Annual General Meeting of the Company including the Annual Report for the Financial Year 2024-25 is being sent to all Members whose e-mail addresses are registered with the Company/Depository Participant(s).

46. CAUTIONARY STATEMENT:

The Annual Report including those which relate to the Directors’ Report, Management Discussion and Analysis Report may contain certain statements on the Company’s intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward-looking statement. Some of the factors that could affect the Company’s performance could be the demand and supply for the Company’s products and services, changes in Government regulations, tax laws, forex volatility, etc.

47. ACKNOWLEDGEMENT:

The Directors appreciate the hard work, dedication, and commitment of all its employees including workmen at the manufacturing plants towards the success of the Company. The Directors also acknowledge the support extended by the Company’s Unions and would also like to thank the financial institutions, banks, government authorities, customers, vendors and other stakeholders for their continued support and co-operation.

---

Mar 31, 2024

The Directors are pleased to present the 11^th Annual Report of the Company together with the Audited Financial Statements for the year ended on March 31, 2024.

1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS:

The financial performance of the Company for the Financial Year ended March 31, 2024, is summarized below:

in I akhO

Particulars	2023-24	2022-23
Revenue from Operations	6322.67	5584.97
Other Income	14.36	6.33
Total Income	6337.03	5591.30
Profit/(Loss) Before Tax & Exceptional/Extraordinary Items	849.92	743.46
Less: Exceptional/Extraordinary items	0.00	0.00
Profit/(Loss) Before Tax	849.92	743.46
Less: Tax Expense:
- Current Tax	181.32	175.79
- Deferred Tax Charge/ (Credit)	35.51	26.88
Net Profit/(Loss) After Tax	633.09	540.44
Other Comprehensive Income	(5.14)	(1.11)
Total Comprehensive Income	627.95	539.33

During the Financial Year 2023-24, the Company achieved the highest ever Operating Income of ^6322.67 Lakhs as compared to ^5584.97 Lakhs in the Financial Year 2022-23. The Profit before tax for the Financial Year 2023-24 stood at ^849.92 Lakhs as compared to ^743.46 Lakhs achieved in the Financial Year 2022-23. The Profit after tax stood at ^633.09 Lakhs for the Financial Year 2023-24 as compared to ^540.44 Lakhs for the Previous Year.

2. DIVIDEND:

For the Financial Year 2023-24, the Company has declared a Final Dividend of ^1/- (One Rupee Only) per Equity Share of ^10/- each with a total outlay of ^104.73 Lakhs.

The Board of Directors at their Meeting held on May 20, 2024, has recommended the payment of ^1/- (One Rupee Only) per Equity Share being 10% on the face value of ^10/-each as the Final Dividend for the Financial Year ended March 31, 2024. The payment of the Dividend is subject to the approval of the Shareholders at the 11^th Annual General Meeting ("AGM") of the Company.

The Dividend, if approved by the Members would involve a cash outflow of ^104.73 Lakhs.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, the Dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the Dividend after deduction of tax at source at appropriate rates applicable to resident and non-resident shareholders as the case may be.

3. TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 ("IEPF Rules"), Dividends of a Company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF").

In terms of the foregoing provisions of the Act, no Dividend remains unpaid or unclaimed for 7 (seven) consecutive years;Hence not required to be transferred to the IEPF by the Company during the year ended March 31, 2024.

4. SHARE CAPITAL:

During the year under review, the Company has issued and allotted 429300 (Four Lakhs Twenty-Nine Thousand Three Hundred) Equity Shares of the face value of ^10/- (Rupees Ten) each at an issue price of ^235/- (Rupees Two Hundred Thirty-Five) per Equity Shares, [including a premium of ^225/-(Rupees Two Hundred Twenty-Five) per Equity Share] aggregating to ^10,08,85,500/- (Rupees Ten Crores Eight Lakh Eighty Five Thousand Five Hundred Only) for cash consideration on a preferential issue basis to the Promoter, Promoter Group and Public category. The Equity Shares issued ranked pari-passu with the existing fully paid-up equity shares in all respects as to dividend etc.

The entire proceeds of the issue aggregating to ^10,08,85,500/- (Rupees Ten Crores Eight Lakh Eighty Five Thousand Five Hundred Only) had been utilised for the purpose for which it was raised. There was no deviation(s) or variation(s) in the use of proceeds of the preferential issue from the specified objects of the issue.

Consequent to the above issue and allotment of Equity Shares, the Paid-up Equity Share Capital of the Company as on March 31, 2024, was ^10,47,32,390/- (Rupees Ten Crore Forty-Seven Lakhs Thirty-Two Thousand Three Hundred Ninety Only) divided into 1,04,73,239 (One Crore Four Lakhs Seventy Three Thousand Two Hundred Thirty Nine) Equity Shares of ^10/-(Rupees Ten) each fully paid up.

During the year under review, there was no change in the Authorised Share Capital of the Company which as on March 31, 2024, was ^11,00,00,000/- (Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of ^10 (Rupees Ten) each.

Apart from this, the Company has not issued any shares with different rights, sweat equity shares or employee stock options during the year under review.

The Company has paid Listing Fees for the Financial Year 2023-24 to the Stock Exchange, where its Equity Shares are listed.

5. TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves for the Financial Year ended March 31, 2024.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

7. CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, a report on Corporate Governance, forms an integral part of this Annual Report is given in Annexure - 1.

8. CERTIFICATE ON CORPORATE GOVERNANCE:

A certificate received from Practicing Company Secretaries regarding the compliance of conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached in Annexure - 2.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In accordance with the requirements of Section 135 of the Companies Act, 2013, and the Rules made there under, the Company has constituted a Corporate Social Responsibility (CSR) Committee and also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at https://www.aaronindustries.net/wp-content/uploads/2023/05/CSR Policy.pdf.

An Annual Report on CSR activities of the Company during the Financial Year 2023-24 as required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided as an Annexure - 3 to this Report.

10. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year under review, the Company has issued and allotted 429300 Equity Shares on a preferential basis to the persons covered under the Promoter and Non-Promoter group category at the rate of ^235/- per Equity Share, which included a premium of ^225/- per Equity Share. Apart from this, there are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of signing of this report.

11. RISK MANAGEMENT POLICY:

The Company has been exempted under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from reporting risk management.

A well-defined risk management mechanism covering risk mapping and trend analysis, risk exposure, potential impact, and risk mitigation process is in place. The Board is fully aware of Risk Factors and is taking preventive measures wherever required.

12. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism for the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud, or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides employees'' direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the Website of Company at https://aaronindustries.net/wp-content/uploads/2022/08/Whistle-Blower-Policy-Vigil-Mechanism.pdf.

13. INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place 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. The Internal Complaints Committee has been set up to redress the complaints received on sexual harassment. All employees of the Company are covered under this policy.

No complaints about sexual harassment were received during the year 2023-24.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During Financial Year 2023-24, all contracts/ arrangements/ transactions entered into by the Company with related parties were in the ordinary course of business and on an arm''s length basis. All the Related Party Transactions are placed before the Audit Committee for prior approval, as required under the Act and Listing Regulations. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis.

The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders'' approval under the Listing Regulations.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable. Members may refer to Note No.37 to the Standalone Financial Statements which sets out related party disclosures pursuant to IND AS-24.

The Company has adopted a Policy on Related Party Transactions which can be accessed on the Company''s website at https://aaronindustries.net/wp-content/uploads/2022/11/Policy-on-Materiality-of-RPTs.pdf.

15. PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS UNDER SECTION 186 OF THE ACT:

The Company has not given any loan or provided any guarantee or made any investment under the provision of Section 186 of the Companies Act, 2013.

16. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2023-24.

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

Not applicable during the Financial Year 2023-24.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant or material orders passed by the Regulators or Courts or Tribunals during the Financial Year 2023-24 impacting the going concern status and the Company''s operations in the future.

19. ANNUAL RETURN:

Pursuant to Section 92(3) and 134(3)(a) of the Act the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 (as amended), is placed on the website of the Company and is accessible at the www.aaronindustries.net.

20. DEPOSITS:

During the year under review, your Company has neither invited nor accepted any Public Deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

21. DETAILS OF SUBSIDIARY, JOINT VENTURE, OR ASSOCIATE COMPANIES:

As on March 31, 2024, your Company does not have any Subsidiaries, Joint Ventures, or associate Companies.

22. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the Company''s nature of business.

23. DIRECTORS:

The Board of the Company comprises Six (6) Directors; one Managing Director, one WholeTime Director, One Executive Director, and the remaining three (3) Independent Directors. As on the date of this report, the composition of the Board of the Company is as follows:

Name of Directors	Category & Designation
Mr. Amar Chinubhai Doshi	Executive Chairman & Managing Director
Mr. Karan Amar Doshi	Executive Whole-Time Director
Mr. Monish Amar Doshi	Executive Director
Mr. Pradeepkumar Sanmukhlal Choksi	Non-Executive Independent Director
Mr. Hetal Mehta	Non-Executive Independent Director
Mrs. Shrungi Kiranbhai Desai	Non-Executive Independent Director

The Shareholders of the Company had approved the re-appointment of Mr. Amar Chinubhai Doshi (DIN: 00856635), as a Chairman & Managing Director and Mr. Karan Amar Doshi (DIN: 06690242), as a Whole-Time Director of the Company for a further period of 3 (Three) Year w.e.f. February 01, 2024 to January 01, 2027.

In accordance with the provisions of Section 152 of the Act, 2013 and the Articles of Association of the Company, Mr. Amar Doshi (DIN: 00856635), Chairman & Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. His appointment is placed for approval of the members and forms part of the notice of the 11^th AGM. The information about the Director seeking his reappointment as per Secretarial Standards on General Meetings and Regulation 36(3) of the Listing Regulations has been given in the notice convening the 11^th AGM.

24. KEY MANAGERIAL PERSONNEL:

Pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

i. Amar Chinubhai Doshi, Chairman & Managing Director

ii. Karan Amar Doshi, Whole-Time Director

iii. Monish Amar Doshi, Director & Chief Financial Officer

iv. Nitinkumar Maniya, Company Secretary

The remuneration and other details of these Key Managerial Personnel for Financial Year 2023-24 are provided in the Annual Return which is available on the website of the Company.

25. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has a well-placed, proper, and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded, and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standards with regard to the availability and suitability of policies and procedures. During the year, no reportable material weaknesses in the design or operation were observed.

26. AUDITORS:

A. STATUTORY AUDITOR:

The Shareholders at their meeting held on September 04, 2023, had appointed D C Jariwala & Co., Chartered Accountants, as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 10^th Annual General Meeting (2023) till the conclusion of 15^th Annual General Meeting (2028).

M/s. D C Jariwala & Co., have issued their report on the Financial Statements for the Financial Year ended March 31, 2024, with an unmodified opinion and do not contain any qualification, observation, or adverse remarks or disclaimer that may call for any explanation from the Board of Directors. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

B. INTERNAL AUDITOR:

M/s. VCAS & Co. Chartered Accountants, Surat, who are the Internal Auditor has carried out Internal Audits for the Financial Year 2023-24. Their reports were reviewed by the Audit Committee.

C. COST AUDITOR:

During the Financial Year 2023-24, the Company has maintained and prepared the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Further, the requirement of Cost Audit does not apply to the Company for the Financial Year 2023-24.

D. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Dhirren R. Dave & Co., Practicing Company Secretaries, Surat as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report issued in this regard is annexed as Annexure - 4.

The Auditors'' Report and the Secretarial Audit Report for the Financial Year ended March 31, 2024, do not contain any qualifications or reservations, or adverse remarks.

E. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the Financial Year ended March 31, 2024, for all applicable compliances as per Regulation 24A of the Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. Dhirren R. Dave & Co., Practicing Company Secretaries, has been submitted to the Stock Exchange within 60 days of the end of the Financial Year.

F. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors, Cost Auditors, and Secretarial Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act and the Rules made thereunder.

27. MEETINGS OF THE BOARD AND COMMITTEE:

During the Financial Year 2023-24, the Board of Directors met Ten (10) times, and the details of the Meetings of the Board and its Committees are given in the Corporate Governance Report (Annexure-1).

The gap intervening between the two Meetings was within the time prescribed under the Act and LODR Regulations.

Details of attendance at Meetings of the Board, its committees, and the Annual General Meeting are included in the Report on Corporate Governance, which forms part of this Annual Report.

28. MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Separate Meeting of the Independent Directors was held on May 15, 2023, and February 12, 2024.

The Independent Directors at the Meeting, inter alia, reviewed the following:

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

• Assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

29. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from each Independent Director of the Company under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors during the Financial Year 2023-24.

All Independent Directors of the Company have affirmed compliance with Schedule IV of the Act and the Company''s Code of Conduct for Directors and Employees for the Financial Year 2023-24.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (''MCA'') towards the inclusion of their names in the data bank maintained with it and they meet the requirements of the proficiency self-assessment test.

30. NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

31. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has adopted a familiarization program for Independent Directors with the objective of making the Independent Directors of the Company accustomed to the business and operations of the Company through various structured orientation programs. The familiarization program also intends to update the Directors on a regular basis on any significant changes therein so as to be in a position to make well-informed and timely decisions.

The details of the Familiarization program undertaken have been uploaded on the Company''s website at www.aaronindustries.net.

32. PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES:

The performance evaluation of the Board, its Committees and the Independent Directors of the Company were evaluated by the Board after obtaining inputs from all the Directors on the fixed benchmark for the performance evaluation such as participation in strategy formulation and decision making; participation in Board and Committee Meetings; Directions, views and recommendations given to the Company, etc.

The Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in Meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The Performance evaluations of the Independent directors were done by the entire Board, excluding the Independent Directors who were being evaluated did not participate in the same.

33. DIRECTOR''S APPOINTMENT AND REMUNERATION POLICY:

Pursuant to the provision of Section 178(3) of the Companies Act, 2013, the Company has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted a Policy for the selection, appointment, cessation, remuneration, and evaluation of Directors, Key Managerial Personnel and senior management personnel including criteria for determining qualifications, positive attributes and independence of Directors.

The Nomination and Remuneration Policy of the Company is available on the website of the Company at https://aaronindustries.net/wp-content/uploads/2022/08/Nomination-Remuneration-Policy.pdf.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure - 5 of this Report.

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company up to the date of the 11^th Annual General Meeting.

During the year, the Company had no employee who was employed throughout the financial year or part thereof and was in receipt of remuneration, which in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-Time Director or Manager and holds by himself or along with his spouse and dependent children, not less than 2% of the Equity Shares of the Company.

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

The details of conservation of energy, technology absorption, and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure - 6 and forms part of this Report.

36. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors'' Responsibility Statement referred to in Section 134(3)(c) of the Companies Act, 2013, shall state that:

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

(b) the directors had 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 the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) 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.

(f) 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.

37. SECRETARIAL STANDARDS:

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

38. PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted revised "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and Immediate Relatives of Designated Persons" ("the Code"). The Code is applicable to all Designated persons, Immediate Relatives of Designated Persons, Connected Persons, Promoters and Promoter Group of the Company, who have access to Unpublished Price Sensitive Information relating to the Company.

The Company has also formulated a "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)" in compliance with the PIT Regulations.

The aforesaid Codes are posted on the Company''s website and can be accessed by using the web link at https://aaronindustries.net/wp-content/uploads/2023/03/Code-of-Conduct-to-Regulate-Monitor-and-Report-Trading-by-DP.pdf and https://aaronindustries. net/wp-content/uploads/2022/11/Code-of-Practices-and-Procedures-for-Fair-Disclosure-of-UPSI.pdf.

39. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of the Board of Directors of the Company, Independent Directors on the Board of Company hold the highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. It''s an optimum mix of expertise (including financial expertise), leadership and professionalism.

40. CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015; the CFO has certified to the Board of Directors of the Company with regard to the Financial Statements and other matters specified in the said Regulation for the Financial Year 2023-24. The certificate received from the CFO is attached herewith as per Annexure - 7.

41. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY''S CODE OF CONDUCT:

The Board of Directors has formulated and adopted the Code of Conduct for all Board Members and Senior Management Personnel of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis.

In this regard certificate from Managing Directors, as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board, and the same is attached herewith as per Annexure - 8.

Code of Conduct for Board of Directors and Senior Management Personnel is available on the website of the Company at the web link https://aaronindustries.net/wp-content/uploads/2022/08/Code-of-Conduct-for-Board-Members-and-Senior-Management-Personnel.pdf.

42. INSURANCE:

Your Company has taken the required insurance coverage for its assets against possible risks like fire, flood, burglary etc.

43. GREEN INITIATIVES:

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiatives, an electronic copy of the Notice of the 11^th Annual General Meeting of the Company including the Annual Report for the Financial Year 2023-24 is being sent to all Members whose e-mail addresses are registered with the Company/Depository Participant(s).

44. CAUTIONARY STATEMENT:

The Annual Report including those which relate to the Directors'' Report, Management Discussion and Analysis Report may contain certain statements on the Company''s intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forwardlooking statement. Some of the factors that could affect the Company''s performance could be the demand and supply for the Company''s products and services, changes in Government regulations, tax laws, forex volatility, etc.

45. ACKNOWLEDGEMENT:

The Directors take this opportunity to thank the shareholders and bankers for their cooperation and support to the operations and look forward for their continued support in future. The Directors also thank all the customers, vendor partners, and other business associates for their continued support during the year. The Directors place on record their appreciation for the hard work put in by all employees of the Company.

For and on behalf of the Board Aaron Industries Limited

Date: August 24, 2024 Sd/-

Place: Surat Amar Doshi

Chairman and Managing Director DIN:00856635

---

Mar 31, 2023

The Directors are pleased to present the 10^th Annual Report of your Company together with the Audited Financial Statements for the year ended on March 31, 2023.

1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS:

The financial performance of the Company for the financial year ended March 31, 2023, is summarized below:

(Rs. in Lakhs)
Particulars	2022-23	2021-22
Revenue from Operations	5584.97	3774.12
Other Income	6.33	3.60
Total Income	5591.30	3777.73
Profit/(Loss) Before Tax & Exceptional/Extraordinary Items	743.46	486.08
Less: Exceptional/Extraordinary items	0.00	0.00
Profit/(Loss) Before Tax	743.46	486.08
Less: Tax Expense:
- Current Tax	175.79	97.43
- Deferred Tax Charge/ (Credit)	26.88	17.73
Net Profit/(Loss) After Tax	540.44	370.92
Other Comprehensive Income	(1.11)	0.68
Total Comprehensive Income	539.33	371.60

During the Financial Year 2022-23, the Company has achieved the highest ever Operating Income of Rs.5584.97 Lakhs as compared to Rs.3774.12 Lakhs in Financial Year 2021-22. The Profit before tax for the Financial Year 2022-23 stood at Rs.743.46 Lakhs as compared to Rs.486.08 Lakhs achieved in Financial Year 2021-22. The Profit after tax stood at Rs.540.44 Lakhs for Financial Year 2022-23 as compared to Rs.370.92 Lakhs for the Previous Year.

2. DIVIDEND:

For the Financial Year 2021-22, the Company has declared a Final Dividend of Rs.0.80/- (Eighty Paisa Only) per Equity Shares of Rs.10/- each with total outlay of Rs.80.35 Lakhs.

The Board of Directors at their Meeting held on May 15, 2023, has recommended the payment of Rs.1/- (One Rupee Only) per Equity Share being 10% on the face value of Rs.10/- each as the Final Dividend for the Financial Year ended March 31, 2023. The payment of Dividend is subject to the approval of the Shareholders at the 10^th Annual General Meeting ("AGM") of the Company.

The Dividend, if approved by the Members would involve a cash outflow of Rs.100.44 Lakhs.

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

3. TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 ("IEPF Rules"), Dividends of a Company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF").

In terms of the foregoing provisions of the Act, no Dividend remains unpaid or unclaimed for 7 (seven) consecutive years; Hence not required to be transferred to the IEPF by the Company during the year ended March 31, 2023.

4. SHARE CAPITAL:

During the year under review, the Company has not altered/modified its Authorized Share Capital and has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. The Company has paid Listing Fees for the Financial Year 2022-23 to the Stock Exchange, where its Equity Shares are listed.

The Paid-up Equity Share Capital of the Company as on March 31, 2022, was Rs.10,04,39,390 divided into 1,00,43,939 Equity Shares of Rs.10/- each fully paid up.

5. TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves for the Financial Year ended March 31, 2023.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

7. CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, a report on Corporate Governance, forms an integral part of this Annual Report is given in Annexure - 1.

8. CERTIFICATE ON CORPORATE GOVERNANCE:

A certificate received from Practicing Company Secretaries regarding the compliance of conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith in Annexure - 2.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of the CSR expenditure and Composition of Committee as provided in Section 135 of the Companies Act, 2013 are not applicable to the Company during the Financial Year 2022-23.

The applicability of CSR Committee arises after the financial year ended March 31, 2023, so the Company will make a Committee and Policy for proper compliance of the Corporate Social Responsibility.

10. MATERIAL CHANGES AND COMMITMENT - IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of signing of this report.

11. RISK MANAGEMENT POLICY:

The Company has been exempted under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from reporting risk management.

A well-defined risk management mechanism covering risk mapping and trend analysis, risk exposure, potential impact, and risk mitigation process is in place. The Board is fully aware of Risk Factors and is taking preventive measures wherever required.

12. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism for the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud, or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides employees'' direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the Website of the Company at https://aaronindustries.net/wp-content/uploads/2022/08/Whistle-Blower-Policy-Vigil-Mechanism.pdf.

13. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place 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. The Internal Complaints Committee has been set up to redress the complaints received on sexual harassment. All employees of the Company are covered under this policy.

No complaints about sexual harassment were received during the year 2022-23.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions that were entered into during the Financial Year under review were on an arm''s length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders'' approval under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are repetitive in nature or when the need for these transactions cannot be foreseen in advance.

Particulars of contracts or arrangements with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - 3 in Form AOC - 2 and forms part of this Report.

The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board is available at the web link https://aaronindustries.net/wp-content/uploads/2022/11/Policv-on-Materiality-of-RPTs.pdf.

15. PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS UNDER SECTION 186 OF THE ACT:

The Company has not given any loan or provided any guarantee or made any investment under the provision of Section 186 of the Companies Act, 2013.

16. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2022-2023.

17. 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 LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

Not applicable during the Financial Year 2022-2023.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant or material orders passed by the Regulators or Courts or Tribunals during the Financial Year 2022-2023 impacting the going concern status and Company''s operations in the future.

19. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and 134(3)(a) of the Act the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 (as amended), is placed on the website of the Company and is accessible at the www.aaronindustries.net.

20. DEPOSITS:

During the year under review, your Company has neither invited nor accepted any Public Deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

21. DETAILS OF SUBSIDIARY, JOINT VENTURE, OR ASSOCIATES COMPANIES:

As on March 31, 2023, your Company does not have any Subsidiaries, Joint Ventures, or Associates Company.

22. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the Company''s nature of business.

23. DIRECTORS:

The Board of the Company comprises Six (6) Directors; one Managing Director, one Whole-Time Director, One Executive Director, and the remaining three (3) Independent Directors. As on the date of this report, the composition of the Board of the Company is as follows:

Name of Directors	Category & Designation
Mr. Amar Chinubhai Doshi	Executive Chairman & Managing Director
Mr. Karan Amar Doshi	Executive Whole-Time Director
Mr. Monish Amarbhai Doshi	Executive Director
Mr. Pradeepkumar Sanmukhlal Choksi	Non-Executive Independent Director
Mr. Hetal Mehta	Non-Executive Independent Director
Mrs. Shrungi Kiranbhai Desai	Non-Executive Independent Director

The Shareholders of the Company had approved the re-appointment of Mr. Pradeepkumar Sanmukhlal Choksi (DIN:02709943), Mr. Hetal Mehta (DIN:03370244), and Mrs. Shrungi Kiranbhai Desai (DIN:08063562), as an Independent Director for the second term w.e.f. February 01, 2023.

In accordance with the provisions of Section 152 of the Act, 2013 and the Articles of Association of the Company, Mr. Monish Doshi (DIN:06690246), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

24. KEY MANAGERIAL PERSONNEL:

As per the provisions of Section 2(51) and Section 203 of the Companies Act, 2013; the Key Managerial Personnel (KMP) of the Company are as follows:

Name of KMP	Designation
Mr. Amar Chinubhai Doshi	Managing Director
Mr. Karan Amar Doshi	Whole-Time Director
Mr. Monish Amarbhai Doshi	Director & CFO
Mr. Nitinkumar Maniya	Company Secretary

25. INTERNAL FINANCIAL CONTROL:

The Company has a well-placed, proper, and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded, and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standards with regard to the availability and suitability of policies and procedures. During the year, no reportable material weaknesses in the design or operation were observed.

26. AUDITORS:A. STATUTORY AUDITOR:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. P. J. Desai & Co., Chartered Accountants, (Firm Registration No. 102330W), as the Statutory Auditors of the Company, shall expired at the conclusion of 10^th AGM of the Company.

On the recommendation of the Audit Committee, the Board at its Meeting held on August 05, 2023, has proposed the appointment of M/s. D C Jariwala & Co., Chartered Accountants, Surat, as the Statutory Auditors of the Company in place of retiring Auditors M/s. P.J. Desai & Co., Chartered Accountants, for a term of 5 years i.e. from the conclusion of the 10^th Annual General Meeting until the conclusion of the 15^th Annual General Meeting.

The Company has received a Consent and Certificate from M/s. D C Jariwala & Co., Chartered Accountant, Surat (Firm Registration No. 104063W) to the effect that the appointment, if made, would be in accordance with limits specified under the Companies Act, 2013. As required under SEBI Regulations, they have confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Accordingly, in terms of Section 139, 141, 142 and other applicable provisions of the Companies Act, 2013 and the Rules made there under, resolution has been proposed for the appointment of M/s. D C Jariwala & Co., Chartered Accountant, Surat (Firm Registration No. 104063W), as the Statutory Auditors of the Company for period of 5 years upto the conclusion of the 15^th Annual General Meeting to be held in the year 2028.

M/s. P.J. Desai & Co., have issued their report on the Financial Statements for the Financial Year ended March 31, 2023, with an unmodified opinion and do not contain any qualification, observation, or adverse remarks or disclaimer that may call for any explanation from the Board of Directors. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

B. INTERNAL AUDITOR:

M/s. VCAS & Co. Chartered Accountant, Surat, who is the Internal Auditor has carried out Internal Audit for the Financial Year 2022-2023. Their reports were reviewed by the Audit Committee.

C. COST AUDITOR:

During the Financial Year 2022-23, the Company has maintained and prepared the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Further, the requirement of Cost Audit is not applicable to the Company for the Financial Year 2022-23.

D. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Dhirren R. Dave & Co., Practicing Company Secretaries, Surat as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report issued in this regard is annexed as Annexure - 4.

The Auditors'' Report and the Secretarial Audit Report for the Financial Year ended March 31, 2023, do not contain any qualifications or reservations, or adverse remarks.

E. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the Financial Year ended March 31, 2023, for all applicable compliances as per the Regulation 24A of the Listing Regulations and

Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. Dhirren R. Dave & Co., Practicing Company Secretaries, has been submitted to the Stock Exchange within 60 days of the end of the Financial Year.

F. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors, and Secretarial Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act and the Rules made thereunder.

27. MEETINGS OF THE BOARD AND COMMITTEE:

During the Financial Year 2022-23, the Board of Directors met Seven (7) times, and the details of the Meetings of the Board and its Committees are given in the Corporate Governance Report (Annexure-1).

The gap intervening between the two Meetings was within the time prescribed under the Act and LODR Regulations.

Details of attendance at Meetings of the Board, its committees, and the Annual General Meeting are included in the Report on Corporate Governance, which forms part of this Annual Report.

28. MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Separate Meeting of the Independent Directors was held on May 12, 2022, and January 24, 2023.

The Independent Directors at the Meeting, inter alia, reviewed the following:

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

• Assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

29. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received declarations from each Independent Director of the Company under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors during the Financial Year 2022-23.

All Independent Directors of the Company have affirmed compliance with Schedule IV of the Act and the Company''s Code of Conduct for Directors and Employees for the Financial Year 2022-23.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (''IICA'') towards the inclusion of their names in the data bank maintained with it and they meet the requirements of the proficiency self-assessment test.

30. NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

31. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has adopted a familiarization program for Independent Directors with the objective of making the Independent Directors of the Company accustomed to the business and operations of the Company through various structured orientation programs. The familiarization program also intends to update the Directors on a regular basis on any significant changes therein so as to be in a position to make well-informed and timely decisions.

The details of the Familiarization program undertaken have been uploaded on the Company''s website at www.aaronindustries.net.

32. PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, the performance of the Directors, and the working of its committees, based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for the performance evaluation process of the Board, its Committees and Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of Committees, effectiveness of Committee Meetings, etc.

The performance assessment of Non-Independent Directors, the Board as a whole, and the Chairman were evaluated at Separate Meetings of Independent Directors. The same was also discussed in the Meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

33. DIRECTOR''S APPOINTMENT AND REMUNERATION POLICY:

Pursuant to the provision of Section 178(3) of the Companies Act, 2013, the Company has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted a Policy for the selection, appointment, cessation, remuneration, and evaluation of Directors, Key Managerial Personnel and senior management personnel including criteria for determining qualifications, positive attributes and independence of Directors.

The Nomination and Remuneration Policy of the Company is available on the website of the Company at https://aaronindustries.net/wp-content/uploads/2022/08/Nomination-

Remuneration-Policy.pdf.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure - 5 of this Report.

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company up to the date of the 10^th Annual General Meeting.

During the year, the Company had no employee who was employed throughout the financial year or part thereof and was in receipt of remuneration, which in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or WholeTime Director or Manager and holds by himself or along with his spouse and dependent children, not less than 2% of the Equity Shares of the Company.

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

The details of Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure - 6 and forms part of this Report.

36. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors'' Responsibility Statement referred to in Section 134(3)(c) of the Companies Act, 2013, shall state that:

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

(b) the directors had 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 the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) 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.

(f) 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.

37. SECRETARIAL STANDARDS:

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

38. PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted revised "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and Immediate Relatives of Designated Persons" ("the Code"). The Code is applicable to all Designated persons, Immediate Relatives of Designated Persons, Connected Persons, Promoters and Promoter Group of the Company, who have access to Unpublished Price Sensitive Information relating to the Company.

The Company has also formulated a "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)" in compliance with the PIT Regulations.

The aforesaid Codes are posted on the Company''s website and can be accessed by using the web link at https://aaronindustries.net/wp-content/uploads/2023/03/Code-of-Conduct-to-Regulate-Monitor-and-Report-Trading-by-DP.pdf and https://aaronindustries.net/wp-

content/uploads/2022/11/Code-of-Practices-and-Procedures-for-Fair-Disclosure-of-UPSI.pdf.

39. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. It''s an optimum mix of expertise (including financial expertise), leadership and professionalism.

40. CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015; the CFO has certified to the Board of Directors of the Company with regard to the Financial Statements and other matters specified in the said Regulation for the Financial Year 2022-23. The certificate received from CFO is attached herewith as per Annexure - 7.

41. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY''S CODE OF CONDUCT:

The Board of Directors has formulated and adopted the Code of Conduct for all Board Members and Senior Management Personnel of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis.

In this regard certificate from Managing Directors, as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board, and the same is attached herewith as per Annexure - 8.

Code of Conduct for Board of Directors and Senior Management Personnel is available on the website of the Company at the web link https://aaronindustries.net/wp-

content/uploads/2022/08/Code-of-Conduct-for-Board-Members-and-Senior-Management-Personnel.pdf.

42. INSURANCE:

Your Company has taken the required insurance coverage for its assets against possible risks like fire, flood, burglary, etc.

43. GREEN INITIATIVES:

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 10^th Annual General Meeting of the Company including the Annual Report for the Financial Year 2022-23 is being sent to all Members whose e-mail addresses are registered with the Company/Depository Participant(s).

44. CAUTIONARY STATEMENT:

The Annual Report including those which relate to the Directors'' Report, Management Discussion and Analysis Report may contain certain statements on the Company''s intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward-looking statement. Some of the factors that could affect the Company''s performance could be the demand and supply for the Company''s products and services, changes in Government regulations, tax laws, forex volatility, etc.

45. ACKNOWLEDGEMENT:

The Directors take this opportunity to thank the shareholders and bankers for their cooperation and support to the operations and look forward for their continued support in future. The Directors also thank all the customers, vendor partners, and other business associates for their continued support during the year. The Directors place on record their appreciation for the hard work put in by all employees of the Company.