Your Directors have pleasure in presenting their 55^th Annual Report on the operations of the Company together with the Audited Financial
Statements for the Financial Year ended 31^st March, 2025.

Financial Performance

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OPERATIONS STANDALONE

During the year under review, the Earnings Before Interest, Depreciation and Tax was 11.24% of Net Sales compared to 12.06% in the
previous year. The Total Revenue (excluding Other Income) for the year net of discount / rebates was Rs. 59,767.53 Lakhs as against Rs.
50,771.82 in the previous year. Profit after tax for the year was 5.40% compared to 4.30% in the previous year.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Indian Accounting Standard (Ind-AS) 110 on Consolidated Financial Statements, the Audited Consolidated Financial
Statement is provided in the Annual Report.

The Consolidated Profit Before Interest, Depreciation, Exceptional Items and Taxes (EBITDA) of the Group was Rs. 7,228.21 Lakhs in the
Financial Year 2024-25 compared to Rs. 5,840.11 Lakhs in the previous year. Consequently, the Consolidated Profit Before Exceptional
Items and Taxes (PBT) was Rs. 4,438.78 Lakhs in the Financial Year 2024-25 compared to Rs. 2,838.31 Lakhs in the previous year.

FINANCIAL REVIEW

With the collective support of Staff and Aries Customers the
Company was able to improve its revenue from Indian Operations by
17.22% from Rs. 664.03 Crores to Rs.778.35 Crores. International
Sales have shown significant growth, which includes Sales from the
Aries Branch in Fujairah, UAE and from our Associate Company,
Amarak Chemicals FZC, UAE.

The total capacity utilization currently stands at 76.32% of the total
Installed Capacity of 95,400 MT p.a. in India. The manufacturing
unit at Fujairah, UAE has produced 8751 MT of Sulphur Bentonite
and other value added Sulphur products for sale in India and
globally

DIVIDEND

After considering earnings, requirement for funds and with the
objective of rewarding the Shareholders, the Directors have
recommended Final Dividend of 12% being Rs. 1.20/- per Equity
Share of Rs. 10/- each which is 4.84% of Net Profit for the year
ended 31^st March, 2025 (previous year 10% being Re. 1/- per Equity
Share of Rs. 10/- each which is 5.96% of Net Profit) subject to your
approval at the ensuing Annual General Meeting. The Dividend, if
approved, will result in an outflow of Rs. 156.05 Lakhs.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the
General Reserve out of the current year's Profit and the balance
aggregating to Rs. 20,914.86 Lakhs is proposed to be retained in
the Profit and Loss Account.

FUTURE PROSPECTS:

The Year 2025-26 is the 56^th year of Aries operations. The
favourable projection of monsoons indicates positive future trend
for the agro industry. The Company is geared to address the high
demand scenario by adding to automation, warehousing and
taking steps for more stringent inventory control. We shall continue
promotion of climate proof products and expansion in the range of
plant protection products during the year. The Annual booking for
2025-26 was conducted online with participation of 1717 Dealers
from 26 States who used the Aries booking app and have placed
their bookings for Rs.830.44 crores of products to be lifted during
FY 2025-26. This is expected to achieve gross revenue of around
Rs. 950 crores in FY 2025-26.

CREDIT RATING

The Company's Credit Rating has been reaffirmed by CRISIL Ratings on 12^th August, 2025 as under:

The rating reflect moderate degree of safety regarding timely servicing of financial obligations.

CHANGES IN NATURE OF BUSINESS AND REVISION IN THE
BOARD’S REPORT

There is no change in the nature of business of the Company
during the year. There is no revision made in the Board's Report
and whatever submitted herewith is the final Report.

1. SAFETY AND HEALTH

The Company prioritizes the health and safety of its employees
above all else. Efforts are continuously made to improve
safety standards and processes to minimize risks across all
operations. There have been no accidents or incidents in any
of our factories. We have undertaken the following measures:

• Conducted risk assessments to identify potential hazards
within the manufacturing process.

• Implemented regular safety training programs to ensure
that employees are well-versed in safety protocols,
emergency procedures, and the correct use of personal
protective equipment (PPE).

• Provided health check-ups and monitoring to detect
and address potential health issues related to the
manufacturing process, ensuring early intervention and
preventive measures.

1. PUBLIC DEPOSITS

The Company has not accepted any deposits from the
Public within the meaning of Section 73 of the Companies
Act, 2013 and Members (other than Directors) during the
year under review and as such, no amount on account of
Principal or Interest on Deposits from Public and Members

(other than Directors) was outstanding as on 31^st March, 2025.
Accordingly, the question of any Deposits which are not in
Compliance with the requirements of Chapter V of the Act,
does not arise.

SUBSIDIARIES & ASSOCIATE COMPANIES

Your Company has three Subsidiaries out of which two are Non¬
Material Indian Subsidiaries viz Aries Agro Equipments Private
Limited and Mirabelle Agro Manufacturing Private Limited and one
foreign subsidiary namely Golden Harvest Middle East FZC.

The business operations of Aries Agro Equipments Pvt. Ltd.
commenced in the year 2009-10 in agricultural sprayers but
discontinued the activity in the financial year 2013-14 due to lack
of appropriate distribution network for Farm Equipments. The
business activities were re-started in the financial year 2022¬
2023. The Company achieved turnover of Rs. 390.67 Lakhs during
the Financial Year 2024-25 compared to Rs. 27.08 Lakhs in the
Previous Year. The Company has earned a Profit of Rs. 18.61
Lakhs compared to Loss of Rs. 10.01 Lakhs in the Previous Year.

Mirabelle Agro Manufacturing Private Limited was incorporated
on 26^th December, 2019. The Company started its full operations
during the Financial Year 2021-22. The Company had a Turnover
of Rs. 5,268.18 Lakhs as compared to Rs. 1,371.96 Lakhs in the
Previous Year. The Company has earned a Profit of Rs. 746.47
Lakhs during the Financial Year 2024-25 as compared to the Profit
of Rs. 28.89 Lakhs in the Previous Year.

The above two Companies are Wholly Owned Subsidiaries of the
Company.

As regards the overseas subsidiary M/S. Golden Harvest Middle
East FZC a Trading Entity, in their Nineteenth Year of operation,
has not generated any sale as that of the previous year and has
incurred Loss of AED 19.41 Lakhs (INR 451.74 Lakhs) for the year
2024-2025 compared to AED 18.31 Lakhs (INR 415.77 Lakhs) in
the previous year, since trading revenue did not materialize for
licensing reasons.

As required under Section 129(3) of the Companies Act, 2013,
annexed hereto are the Audited Financial Statements for the Year
ended 31^st March, 2025 of Golden Harvest Middle East FZC., Aries
Agro Equipments Private Limited and Mirabelle Agro Manufacturing
Private Limited.

A Statement in Form AOC-1 of Subsidiary Companies as prescribed
under Section 129(3) of The Companies Act, 2013 read with Rule
5 of Companies(Accounts) Rules, 2014, is annexed and is forming
part of the Annual Report.

Apart from the above statement a list of Subsidiary & Group
Companies is given in Note No. 40 of the Notes to Accounts, and is
forming part of the Annual Report.

All the above Indian Subsidiaries and Group Companies are
Un-listed and Non-Material Companies as defined under Listing
Regulations. M/s. Amarak Chemicals FZC, Fujairah, UAE is an
Associate of the Subsidiary M/s. Golden Harvest Middle East FZC.

The Wholly Owned Subsidiary M/s Aries Agro Care Private Limited
has been Struck Off with effect from 27^th July, 2024, consequently
it has ceased to be a subsidiary of the Company w.e.f. 27^th July,
2024.

Apart from the above there are no other Companies which have
become or ceased to be a Subsidiary, Joint Venture or Associate
Companies during the year.

There is no Holding, Associate or Joint Venture Companies other
than as listed above.

INSURANCE

All properties and assets of your Company are adequately insured
covering all conceivable risks.

DIRECTORS & KEY MANAGERIAL PERSONNEL

DIRECTORS

Dr. Jimmy Mirchandani (DIN 00239021), Non-Executive-Non¬
Independent Director, expired on 26^th January, 2025 in Canada.

The Board expresses its deep sorrow over the sad demise of Dr.
Jimmy Mirchandani, and places on record its appreciation and
gratitude for the valuable guidance and counselling rendered by
Dr. Jimmy Mirchandani during his tenure/association with the
Company.

Dr. Shailesh Ramesh Karnik(DIN 06976928) was appointed as
a Non Executive and Independent Director of the Company with
effect from 14^th August, 2024 by the Board of Directors at their
Meeting held on 13^th August, 2024 which was approved by the
Members at the 54^th Annual General Meeting of the Company held
on 23^rd September, 2024 by passing a Special Resolution.

In the opinion of the Board Dr. Shailesh Ramesh Karnik possess
the Integrity, Expertise and Experience (including proficiency) as
required from the Independent Director.

Mr. Ramamurthy Sundaresan (DIN 00540033) was appointed as a
Non Executive and Non-Independent Director of the Company with
effect from 14^th February, 2025 by the Board of Directors at their
Meeting held on 13^th February, 2025 which was approved by the
Members through Postal Ballot on 22^nd March, 2025 by passing an
Ordinary Resolution.

Apart from the above, there were no changes in the Composition of
the Board of Directors during the year under review.

As per Article 169 of the Articles of Association the Managing
Director is not to retire by rotation. Further, as per Section 149(13)
of Companies Act, 2013 the Independent Directors are not to retire
by rotation.

Mrs. Nitya Mirchandani was re-appointed as a Director at the last
Annual General Meeting held in the year 2024. Mr. Ramamurthy
Sundaresan was appointed as a Non Executive and Non¬
Independent Director of the Company with effect from 14^th February,
2025 through Postal Ballot on 22^nd March, 2025.

Pursuant to the provisions of Section 152(6) of the Companies Act,
2013, Mrs. Nitya Mirchandani(DIN 06882384), being longest as
a Director amongst the retiring Directors, to retire by rotation and
being eligible, offers herself for re-appointment. Accordingly, her
re-appointment forms part of the Notice of ensuing Annual General
Meeting.

All the Independent Directors have submitted declarations to the
effect that each of them meets the criteria of Independence as
provided in Section 149(6) of the Companies Act, 2013 and Listing
Regulations and there has been no change in the circumstances
which may affect their status as an Independent Director during
the year.

Section 149(10) of the Act provides that an Independent Director
shall hold office for a term of five consecutive years on the Board
and shall be eligible for re-appointment on passing a Special
Resolution by the Company and disclosure of such appointment
shall be made in its Board's Report. Section 149(11) provides that
an Independent Director may hold office for up to two consecutive
terms.

Accordingly, Prof. R. S. S. Mani(DIN-00527270) who was re¬
appointed as an Independent Director for a second term of 5(Five)
Years with effect from 26^th September, 2019 at the Fourty Ninth
Annual General Meeting held on 30^th September, 2019 ceased to
be a Director on 25^th September, 2024 on completion of his term.

During the year, the Non-Executive Directors of the Company had
no pecuniary relationship or transactions with the Company.

Familiarisation Programme for Independent Directors-Though
there is no formal Policy for familiarization but the Company in
order to familiarize the Independent Directors with the business
of the Company, makes presentation by the Functional Heads
covering Operations of the Company at every Quarterly board
meeting and nature and scope of business, nature of industry in
which Company operates, profitability and future plans. Regularly
at meetings updates are given to the Board. House Journal as and
when published is also sent to all the Directors and their feedback
are considered. Action Taken Report and Legal Updates are also
being placed at every meeting of the Board and Audit Committee
just to keep the Directors updated with the latest amendments and
Action Taken by the Management.

KEY MANAGERIAL PERSONNEL

There were no change in the Key Managerial Personnel during the
year under review. All the Key Managerial Personnel have submitted
disclosures and declaration required under the Companies Act,
2013 and Listing Regulations.

MEETINGS OF BOARD

Five (5) Meetings of the Board of Directors were held during the
year on 29.05.2024, 13.08.2024, 18.09.2024, 08.11.2024, and
13.02.2025. For further details, please refer Report on Corporate
Governance of this Annual Report.

AUDIT COMMITTEE

In view of the retirement of Mr. C.B. Chhaya on 31^st March, 2024,
the Audit Committee was reconstituted with effect from 1^st April,
2024. The Committee comprised of Mr. Nrupang Bhumitra Dholakia
Chairman, Prof. R.S.S. Mani, Mrs. Nitya Mirchandani and Mr. R. V.
Balasubramaniam Iyer, Members.

Further, due to retirement of Prof. R.S.S. Mani on 25^th September,
2024, the Audit Committee was reconstituted with effect from
26^th September, 2024. The Committee comprises of Mr. Nrupang
Bhumitra Dholakia, Chairman, Mrs. Nitya Mirchandani, Mr. R. V.
Balasubramaniam Iyer and Dr. Shailesh Ramesh Karnik, Members.

For further details, please refer Report on Corporate Governance
of this Annual Report.

All the recommendations made by the Audit Committee were
accepted by the Board during the year under review.

NOMINATION AND REMUNERATION COMMITTEE

In view of the retirement of Mr. C.B. Chhaya on 31^st March, 2024,
the Nomination and Remuneration Committee was reconstituted
with effect from 1^st April, 2024. The Committee comprised of Prof.
R.S.S. Mani, Chairman, Mr. Nrupang Bhumitra Dholakia and Mr. R.
V. Balasubramaniam Iyer, Members.

Further due to retirement of Prof. R.S.S. Mani on 25^th September,
2024, the Nomination and Remuneration Committee was
reconstituted with effect from 26^th September, 2024. The Committee
comprises of Mr. R.V. Balasubramaniam Iyer, Chairman, Mr.
Nrupang Bhumitra Dholakia and Dr. Shailesh Ramesh Karnik,
Members.

For further details, please refer Report on Corporate Governance
of this Annual Report.

STAKE HOLDERS RELATIONSHIP COMMITTEE

In view of the retirement of Mr. C. B. Chhaya on 31^st March, 2024,
the Stake Holders Relationship Committee was reconstituted
with effect from 1^st April, 2024. The Committee comprises of Mr.
Nrupang Bhumitra Dholakia, Chairman, Dr. Rahul Mirchandani and
Mrs. Nitya Mirchandani. Members.

For further details, please refer Report on Corporate Governance
of this Annual Report.

CSR COMMITTEE/ADMINSTRATIVE COMMITTEE

There was no change in the Corporate Social Responsibility(CSR)
Committee during the year under review. The Committee comprises
of Dr. Rahul Mirchandani, Chairman, Mrs. Nitya Mirchandani and
Mr. Nrupang Bhumitra Dholakia, Members. For further details,
please refer Report on Corporate Governance of this Annual
Report.

In view of the requirement of the Company from time to time the
Board of Directors of the Company at their Meeting held on 29^th
May, 2024 renamed the Treasury Committee as Administrative
Committee and the scope and terms of reference of the re-named
Committee i.e. Administrative Committee was broadened.

BOARD EVALUATION

The Board of Directors have carried out an Annual Evaluation of its
own performance and individual Directors themselves pursuant to
the provisions of the Act and Corporate Governance requirements
as prescribed by Regulation 17(10) of the SEBI(LODR) Regulations,
2015.

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
Process, Information and Functioning etc.

In a separate Meeting of the 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.

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

The Policy on Directors Appointment and Remuneration including
criteria for determining qualifications, positive attributes,
independence of Director and also Remuneration for Key
Managerial Personnel and other Employees are contained in the
Nomination and Remuneration Policy which is hosted at the web
site of the Company www.ariesagro.com.

2. DIRECTORS’ RESPONSIBILITY STATEMENTS

Pursuant to the requirements of Section 134(3)(c) and 134(5)
of the Companies Act, 2013 the Board of Directors, to the best
of their knowledge and ability, confirm that:

1. in preparation of the Annual Accounts, applicable Accounting
Standards have been followed and that there are no material
departures;

2. they have selected such Accounting Policies and applied
them consistently and made judgements and estimates that
are reasonable and prudent so as to give a true and fair view
of the State of the Affairs of the Company at the end of the
financial year and of the Profit of the Company for that year;

3. 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;

4. they have prepared the Annual Accounts on a ‘going concern'
basis;

5. they have laid down Internal Financial Controls to be followed
by the Company and such Internal Financial Controls are
adequate and operating effectively;

6. they have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems
were adequate and operating effectively.

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

The information required under Section 197 of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are as under:

1. The ratio of the remuneration of each Director to the
median remuneration of the employees of the Company

fnr tho financial wear¹

2. The percentage increase in remuneration of each
Director, Chief Financial Officer, Company Secretary or
Manaaer, if any, in the financial year;

3. The percentage increase in the median remuneration of
employees in the financial year; 3.85 %

4. The number of permanent employees on the rolls of
Company; 1,196.

5. Average percentile increase already made in the salaries
of employees other than the managerial personnel
in the last financial year and its comparison with the
percentile increase in the managerial remuneration
and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial
remuneration;

The average annual increase was around 10.98%
after accounting for promotions and other event based
compensation revision.

6. Affirmation that the remuneration is as per the
Remuneration Policy of the Company.

The Company affirms that the remuneration is as per the
Remuneration Policy of the Company.

The Statement containing Particular of Employees as required
under Section 197(12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, drawing
remuneration in excess of the limits set out in the said Rules
are provided in the Annual Report.

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 (“Act”) read with Rule 5(2) and 5(3) of the

Cnmnanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are as under

ESOPS

The Company has not offered any ESOPS scheme to its Employees
or Directors.

LIST OF SENIOR MANAGEMENT

Pursuant to the Regulation 30 of LODR the List of Senior
Management is given in the Report on Corporate Governance
which forms part of this Report.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS

Your Company has elaborate Risk Management Procedure which
is based on three Pillars. Business Risk Assessment, Operational
Controls Assessment and Policy Compliance processes. Major
Risks identified by the Business and Functions are systematically
addressed through mitigating actions on continuing basis. The Key
risks are also discussed at the Audit Committee.

The Company's Internal Financial Control System is commensurate
with the nature of its business and the size and complexity of its
operations. These are routinely tested and certified by the Statutory
as well as Internal Auditors covering all Offices, Factories and
Key Business areas. Significant Audit Observations and Follow
Up Actions thereon are reported to Audit Committee. The Audit
Committee reviews adequacy and effectiveness of the Company's
Internal Control environment and monitors the implementation of
the audit recommendations. AIMS & Tally ERP are the backbone
for Reporting and Financial Controls.

Based on the framework of Internal Financial Controls and
Compliance System established and maintained by the Company,
work performed by the Internal, Statutory and Secretarial Auditors
and review 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 effective during the Financial Year 2023-24.

GREEN INITIATIVES

Pursuant to Sections 101 and 136 of the Companies Act, 2013
the Company will be sending Annual Report through electronic
mode(email) to all the shareholders who have registered their email
addresses with the Company or with the Depository to receive
the Annual Report through electronic mode and initiated steps to
reduce consumption of paper.

HUMAN RESOURCES

Humans are considered as one of the most critical resources in
the business which can be continuously smoothened to maximize
the effectiveness of the Organization. Human resources build the
Enterprise and the sense of belonging would inculcate the spirit
of dedication and loyalty amongst them towards strengthening the
Company's Polices and Systems. All personnel continue to have
healthy, cordial and harmonious approach thereby enhancing the
contributory value of the Company.

LISTING

The Equity Shares of the Company are listed at BSE Limited (BSE)
and National Stock Exchange of India Limited(NSE).

The Company has made all the compliances of Listing Regulations
including payment of Annual Listing Fees upto 31^st March, 2026 to
both the Stock Exchanges.

CORPORATE GOVERNANCE

The Company has complied with the various requirements under the
Corporate Governance reporting system. A detailed Compliance
Report on Corporate Governance is annexed to this Report as
required by the Listing Regulations. The Auditors' Certificate on
Compliance with the conditions of Corporate Governance is also
annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under
review, as stipulated under Listing Regulations with the Stock
Exchanges, is also annexed to this report.

1. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING &
OUTGO

Particulars in respect of Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo, as
required to be disclosed by the Companies(Accounts) Rules,
2014 and forming a part of the Directors Report are as under:-

I. CONSERVATION OF ENERGY

The Company accords great importance to conservation of
energy. The main focus of the Company during the year was:

a. Energy Conservation measures taken:

Solar Power Generation:

Aries continues to harness renewable energy through its Solar
Power Generation Systems installed at its manufacturing units
in Mumbai, Maharashtra and Pashamylaram, Telangana. This
initiative is expected to prevent approximately 300 tons of
carbon emissions annually, equivalent to the environmental
benefit of planting around 950 trees, demonstrating our
dedication to sustainability.

Expansion of Renewable Energy Use:

Solar power generation has also been initiated at the Chhattral
unit. In addition, we also use Compressed Natural Gas (CNG)
for manufacturing processes, further enhancing energy
efficiency and reducing dependence on conventional fuels.

Employee Awareness:

Continuous efforts are being made to raise awareness among
workmen regarding the importance of energy conservation
and encouraging behavioral change to support sustainable
practices.

Continued Use of Alternative Fuel at Hyderabad Unit:

The Company continues to operate boilers at its Hyderabad
manufacturing unit using solid briquette-based fuel, an
eco-friendly alternative to diesel, in line with its ongoing
sustainability strategy.

Resource Monitoring:

Consumption of electricity, LPG, diesel, and water is closely
monitored across all units to identify inefficiencies and
optimize usage.

Operational Efficiency:

The Company ensures optimal energy usage by switching
off machinery, lighting, fans, air conditioners, and exhaust
systems when not in active use.

These initiatives reflect the Company's sustained commitment
to environmental responsibility and efficient energy
management across its operations.

Impact of measures taken for reduction of energy consumption
and consequent impact on the cost of production of goods

b. Total energy consumption and energy consumption per unit of
production

Form -A

Form for disclosure of Particulars with respect to Conservation
of Energy.

c. Capital Investment on Energy Conservation Equipments:-

II. Form for disclosure of particulars with respect to
Technology Absorption, Research and Development

A) RESEARCH & DEVELOPMENT

1. Specific Areas in which Research and Development was
carried out by the Company

• The company continues the in-house R&D recognition from
DSIR, reaffirming its commitment to innovation in product and
technology development.

• Our ISO 9001:2015 certified Quality Management System at
Mumbai focuses on new product development and rigorous
quality control.

• All manufacturing units—Mumbai, Hyderabad, Chhatral,
Vijayawada, Lucknow, and Raipur—are equipped with state-
of-the-art laboratories to support regional product innovation
and quality assurance.

• Aries has focused on crop-specific formulations, hydroponic
nutrient solutions, and customized products for international
markets, along with the adoption of emerging technologies
such as drones, mobile apps, and digitization.

• Baseline R&D initiatives have been launched for urban
gardening products, organic fertilizers, customized fertilizer
formulations, farm machinery, and eco-friendly packaging
solutions.

• Special emphasis is placed on standardizing QC procedures
for new product launches and modifying factory processes to
enhance product shelf life and quality. Select raw materials
are also now manufactured in-house.

• The development of high-density (HD) formulations has
enabled dosage reduction and enhanced delivery efficiency.

• The Company continued drone-based applications of HD
formulations, bio-stimulants, and water-solubles. Aries
launched a specialized drone training program approved by
DGCA in partnership with ITM University in Nava, Raipur

• The company has launched AI/ML (Artificial Intelligence/
Machine Learning) powered soil testing devices based on
spectroscopic methods, in collaboration with reputed research
institutions.

• AIMS (Aries Integrated Management System) has been
further improvised to digitize internal processes and improve
operational efficiency.

• A team of extension officers conducts ongoing field trials,
soil testing, dealer/farmer interactions, and demonstrations,
offering valuable feedback from across India's agricultural
landscape.

• A dedicated in-house research farm at Raipur supports
product testing and development under real-world conditions.

• Aries actively pursues collaborative R&D projects with
academic and research institutions, while also contributing to
publications in reputed agri-journals.

2. Objectives

• Develop and introduce innovative technologies and products
for precision and sustainable agriculture

• Improve the cost-efficiency and agronomic performance of
product manufacturing processes

• Design eco-friendly, pollution-free production systems
leveraging renewable energy sources

• Maintain continuous knowledge enhancement to meet
evolving market needs

• Source and integrate global best practices and trends in agri¬
inputs and product development

• Promote environmentally sustainable crop management
approaches for modern agriculture

3. Benefits Derived from R&D Initiatives

• Enhanced productivity and quality, with significant cost
savings both at the company's and customers' end

• Achieved cost reduction, import substitution, and improved
environmental compliance

• Fulfilment of statutory and regulatory requirements

• Demonstration and validation of a residue-free urban farm
model to promote healthy food practices

• Supported market expansion with new product categories and
increased reach

• Significant growth in product portfolio

4. Future Plan of Action

• Develop and manufacture country-specific customized
micronutrient fertilizers for the export market

• Expand into urban markets, targeting hobby growers and city-
based farming solutions

• Innovate in suspension liquids and controlled-release fertilizer
technologies

• Enhance manufacturing processes to make them more
environmentally sustainable and pollution-free

• Explore new opportunities in protected cultivation and
precision agriculture segments

• Continue scientific research, pilot-scale development, and
field trials to support new product

5. Expenditure on R & D

B1. TECHNOLOGY ABSORPTION, ADAPTATION AND
INNOVATION

The Management continues to prioritize productivity
enhancement and the implementation of Total Quality
Management (TQM) practices to optimize manufacturing
costs. The Company maintains its ISO 9001:2015 certification,
reflecting its commitment to internationally recognized quality
standards.

B2. Benefits

These initiatives have contributed to achieving optimal
manufacturing costs, improving product quality, and enhancing
overall customer satisfaction. The Company continues to rely
on indigenous technology for its operations.

In addition, efforts are continually made to upgrade processes
and adopt relevant innovations to strengthen operational
efficiency. The Company fosters a culture of continuous
improvement through employee training, process audits, and
benchmarking against industry best practices.

B3. The Company has not imported any technology during the
year under review.

C. Foreign Exchange Earnings and Outgo

In line with the company's strategic objective to expand
its global footprint, several initiatives were undertaken to
enhance export volumes and develop new international
markets. These efforts have yielded positive outcomes,
with a steadily growing client base across diverse regions
including Australia, Brazil, New Zealand, Nigeria, Nepal,
the Philippines, Taiwan, the United Arab Emirates and other
emerging markets. This geographical diversification has not
only strengthened the company's market presence but also
mitigated risks associated with over-dependence on any
single region. The growth in international sales has been
particularly noteworthy, supported significantly by increased
contributions from our branch at Aries Fujairah, UAE, as well
as from our associate company, Amarak Chemicals FZC,
also based in the UAE. These developments underscore
the effectiveness of our international business strategy and
position the company well for continued global expansion.

1. Total Foreign Exchange used and earned:

Used: Rs. 44,35,49,426/-
Earned: Rs. 1,52,42,568/-
SPECIAL BUSINESS

As regard to the items of the Notice of the AGM relating to Special
Business, the resolutions incorporated in the Notice and the
Explanatory Statement relating thereto, fully indicate the reasons
for seeking the approvals of Members to those proposals. Your
attention is drawn to these items and Explanatory Statement
annexed to the Notice.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates
a Whistle Blower Policy in terms of the Listing Regulations is in
place. Protected disclosures can be made by a Whistle Blower in
writing or through an e-mail, to the Chairman/Member of the Audit
Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy may be
accessed on the Company's website www.ariesagro.com.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN & SECURITIES PROVIDED

Particulars of Loans given, Investments made, Guarantees given
and Securities provided along with the purpose for which the Loan
or Guarantee or Security is proposed to be utilized by the recipient
are provided in the Standalone Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

None of the transactions with Related Parties falls under the scope
of Section 188(1) of the Companies Act, 2013. Information on
transactions with Related Parties pursuant to Section 134(3)(h) of
the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rule, 2014 are given in Annexure-I in Form AOC-2 and
the same forms part of this Report. The details of the Related Party
Transactions in compliance with the Accounting Standards on
“Related Party Disclosures” and Listing Regulations are provided
under Note No. 40 to Notes to Accounts and forms Part of this
Report.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company and the initiatives undertaken by the Company
on CSR activities during the year are set out in Annexure-II of
this Report in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014. The Policy is available on
the Web-Site of the Company at www.ariesagro.com.

Your Company continues to demonstrate a strong commitment
towards providing products which do not hamper the soil and crop
eco systems.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31,2025 is available on the Company's
website on www.ariesagro.com.

COST RECORDS

The Company is required to maintain Cost Records as specified by
the Central Government under sub-section(1) of Section 148 of the
Companies Act, 2013 and the Company has made such accounts
and maintained such records.

AUDITORS & AUDITORS REPORTS
Statutory Auditors

M/s Kirti D. Shah & Associates, Chartered Accountants,
Mumbai(Firm Registration No. 115133W, Membership No. 32371),
and having Peer Review Certificate issued by the Institute of
Chartered Accountants of India), were appointed as the Statutory
Auditors of the Company for a period of 5(five) years at the Fifty
Second Annual General Meeting of the Company held on 29^th
September, 2022 and being eligible continue to be the Statutory
Auditors.

The Statutory Auditors' Report both with respect to the Standalone
and Consolidated Financial Statements do not contain any
qualification, reservation or adverse remark. Further that there was
no fraud reported by Auditors under sub-section (12) of Section 143
of the Companies Act, 2013.

Cost Auditors

The Company has appointed M/s. R. Nanabhoy & Co., Cost
Accountants, to conduct the Audit of Cost Accounting Records of
its products for the financial year 2023-2024.

The due date for filing the Cost Audit Reports in XBRL mode for the
financial year ended March 31, 2024 was 17^th October, 2024. The
Cost Audit Reports were filed by the Cost Auditor on 5^th October,

2024 within the due date.

Further M/s. R. Nanabhoy & Co., Cost Auditors were re-appointed
as the Cost Auditor of the Company for the year ending 31^st March,

2025 by the Board of Directors on 13^th August, 2024 after ensuring
their eligibility and obtaining the letter of eligibility from them.

The Company's Cost Audit for the Financial Year 2024-2025 has
been completed and the Cost Audit Report will be filed with MCA
within stipulated time.

Secretarial Auditors

The Board appointed Mr. A. Sekar, Practising Company Secretary,
to conduct Secretarial Audit for the financial year 2024-2025.
The Secretarial Audit Report for the financial year ended March
31,2025 is annexed herewith and marked as Annexure-III to this
Report.

The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

Further, in terms of the SEBI (Listing Obligations & Disclosure
Requirements) (Third Amendment) Regulation, 2024, the Board has
recommended appointment of Mr. A. Sekar, Company Secretary
in Wholetime Practice, having Membership No. ACS-8649 and
Certificate of Practice(CP) No. 2450 and also having a valid Peer
Review Certificate as the Secretarial Auditors of the Company for
a term of Five (5) consecutive Financial Years commencing from
April 1, 2025 till March 31, 2030. The appointment will be subject
to Shareholder's approval at the ensuing AGM. Accordingly, his
appointment forms part of the Notice of ensuing Annual General
Meeting

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance
with the provisions of the applicable Secretarial Standards issued
by The Institute of Company Secretaries of India and such systems
are adequate and operating effectively.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations), the Company obtained
the Annual Secretarial Compliance Report for the Financial
Year 2024-2025 from Mr. A. Sekar, Practising Company
Secretary, the Secretarial Auditor of the Company and the same
has been filed with the BSE Limited and the National Stock
Exchange of India Limited on 26^th May, 2025 well within the time.
The Secretarial Auditor has not reported any non-compliance.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013.

The Company has zero tolerance towards sexual harassment at
the workplace. The Company has adopted a Policy on Prevention,

Prohibition and Redressal of Sexual Harassment at Workplace in
line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the Rules thereunder.

The Company has complied with the provisions relating to the
constitution of the Internal Complaints Committee as per the Sexual
Harassment of Women at Workplace Prevention, Prohibition
and Redressal) Act, 2013. There were no Sexual Harassment
Complaints during the year under review. The details as required
by under the Act and Rules as under:

MATERNITY BENEFIT COMPLIANCE

The Company affirms that it has duly complied with all provisions
of the Maternity Benefit Act, 1961, and has extended all statutory
benefits to eligible woman employees during the year.

Brief Details of the Maternity Benefit are as under:

MATERIAL CHANGES AND COMMITMENTS, IF ANY
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR
END OF THE COMPANY TO WHICH FINANCIAL RESULTS
RELATE

Except as disclosed elsewhere in this report, no material changes
and commitments which could affect the Company's financial
position have occurred between the end of the financial year of the
Company and date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED

No Significant and Material Orders have been passed by any
Authority in respect of any matters with regard to the business of
the Company during the Financial Year.

Referring to the Previous Year's Board's Report, classification of
Micronutrients relating to the Sanand Unit in the state of Gujarat
is pending before Customs, Excise and Service Tax Appellate
Tribunal(CESTAT) at Ahmedabad and the matter is yet to be heard.

The Commissioner of Central GST & Central Excise had passed
an order against the Company for Mumbai facilities. However, the
Company successfully defended these Orders before CESTAT,
Mumbai and the Apex Court dismissed the Appeal filed by the
Department against the Order passed by CESTAT, Mumbai.
Since the matters before CESTAT Ahmedabad are identical i.e.
Classification, the Company is confident of obtaining favourable
Orders in these matters too and does not foresee any material
impact. The matter is yet to be heard.

As per the Listing Regulations, the Company is required to disclose to the Exchanges the List of pending Material Litigations and keep on
updating with the progress.

The List of Material Litigations with their Current Status is as under:

DISCLOSURE REGARDING ANY APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016.

The Company, during the Financial Year, has neither made any application nor any proceeding are pending against the Company under
the Insolvency and Bankruptcy Code, 2016.

DISCLOSURE REGARDING ANY DIFFERENCE IN VALUATION

The Company during the Financial Year, did not do any one time settlement and hence, did not carry out any Valuation for one time
settlement.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in

respect of the following items as there were no transactions on

these items during the year under review:

1. Details relating to deposits covered under Chapter V of the
Act.

2. Issue of Equity Shares with differential rights as to dividend,
voting or otherwise.

3. Issue of Shares (including Sweat Equity Shares) to employees
of the Company under any scheme.

4. Buy Back of shares of the Company during the year under
review.

5. The Managing Director of the Company does not receive any
remuneration or commission from any of its Subsidiaries.

6. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company's operations in future.

7. The Company is not required to submit Business Responsibility
and Sustainability Report in pursuance of Regulation 34(2)(f)
SEBI(LODR) Regulations, 2015.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per
provisions of Section 164(2) of the Companies Act, 2013. Your
Directors have made necessary Disclosures, as required under
various provisions of the Companies Act, 2013 and the SEBI(Listing
Obligations and Disclosure Requirements) Regulations, 2015.

1. ACKNOWLEDGEMENT

We would like to acknowledge with gratitude, the support and
co-operation extended by Shareholders, Vendors, Media,
Registrar and Share Transfer Agent, and Banks and look
forward to their continued support. We appreciate continued
co-operation received from various regulatory authorities
including Department of Agriculture, Department of Corporate
Affairs, Registrar of Companies, Reserve Bank of India,
Securities and Exchange Board of India, Stock Exchanges
, Depositories, Central Government and respective State
Governments. We also recognize and appreciate the sincere
hard work, loyalty and efforts of the employees and look
forward to their continued support.

For and on behalf of the Board,

Dr. Rahul Mirchandani
Place: Mumbai Chairman & Managing Director

Date: 13^th August, 2025 DIN-00239057