Your Directors have pleasure in presenting the Thirty Fifth Annual Report together with Audited
Accounts for the year-ended 31^stMarch, 2025.

FINANCIAL RESULTS:

REVIEW OF OPERATIONS & FUTURE OULLOOK

Our company is manufacturing the following intermediates- Mono Methyl Urea, Die Methyl Urea. Ortho
Para Nitro Anisole, 2 Bromomethyl 1,3 Dioxalane &Uracile& in Active Pharma Ingredients the company
is involved in manufacturing Metformin HCL, Mefenamic Acid & Doxophylline. Besides we intend to
increase capacity of all the products based upon the demand of the product and also plans to do
backward & forward integration of products such as DMA-HCL, Ortho chloro benzoic acid and further
API's like the ophylline. Necessary steps has been initiated.

DIVIDEND

Your directors do not recommend any dividend for the year ended 31^stMarch, 2025.

DEPOSITS

The Company has not accepted the deposits from the public as per the Section in accordance with the
provisions of Section 73 and 76, and other applicable provisions of Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVE:

Your Company has transferred Rs. 40,238,740 to the General Reserves during the year under review.

Share Capital of the Company is 2,84,54,303 shares.

During the financial year, Company has allotted 4,00,000 shares issued as on 1^st October, 2024 which
increased the paid up share capital to 2,84,54,303 shares.

The company has not received the listing approval for 1,00,000 shares hence the Listed Capital is
2,83,54,303 shares.

SUBSIDIARY / HOLDING COMPANY, ETC.:

The Company does not have any Subsidiary, Holding Company, Associate or Group Venture Company.
VIGIL MECHANISM

Pursuant to the requirements laid down under Section 177 of the Companies Act, 2013 and Regulation
22 of the SEBI Listing Regulations, the Company has well laid down Vigil Mechanism. The details of the
same are provided in the Report on Corporate Governance forming part of this Annual Report. During
the year, the Company did not receive any complaint under Vigil mechanism.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Board of
Directors of the Company has constituted Corporate Social Responsibility (CSR) Committee Corporate
Social Responsibility (CSR) is a good way of conducting business by which corporate entities visibly
contribute to the society. The essence of CSR is to integrate the economic, environment and social
objectives of the company's operations and growth. CSR is the process by which the organization thinks
about and evolves its relationship with the society and demonstrates its commitment by giving back to
the society for the resources it used.

The Composition, particulars of Meeting held and attendances there at are mentioned in the Corporate
Governance Report forming part of the Annual Report.

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale,
Impact and Sustainability.

During the financial year 2024-25, the Company recorded a Net Profit of Rs. 4,02,38,739.89. As this
amount falls below the threshold specified under Section 135(1) of the Companies Act, 2013, the
Company is not required to undertake any Corporate Social Responsibility (CSR) activities for the said
financial year. Accordingly, no CSR expenditure has been incurred.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^stMarch 2025, the Board consists of six members, two of whom are Executive Directors and 3
are Non-Executive Independent Directors and one is Non-Executive Non Independent Director.

Pursuant to the provisions of Section 203 of the Act, Mihir R Ghatalia Managing Director, Mrs. Mira
Ghatalia, Chief Financial Officer and Mr. Kailash Chand Jethlia, Company Secretary are the Key
Managerial Personnel of the Company as on the date of this Report.

INTER-SE RELATIONSHIP BETWEEN DIRECTORS:

Mihir R Ghatalia Managing Director and Nimit R Ghatalia Director are relatives (siblings). Apart from this
none of the Directors of the Company are in any way related to each other.

DIRECTORS RESPONSIBILTY STATEMENT

As referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors
hereby confirm:

a) That in preparation of the Annual Accounts for the year ended 31^stMarch, 2025, the applicable
accounting standards had been followed along with proper explanation relating to material departures,
if any;

b) that the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give true and fairview of the state
of affairs of the company at the end of financial year ended 31st March, 2025 and the profit/ (Loss) of
the Company for the year under review;

c) that proper and sufficient care has been taken for 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) That the annual accounts for the year ended 31^stMarch, 2025 have been prepared 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) they devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

ANNUAL RETURN

Annual Return as provided under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, is
available on the website of the Company at http://www.aareydrugs.com/pdf/annual-return/MGT-7.pdf

AUDITORS

M/s. Motilal& Associates, Chartered Accountants (Firm Registration No: 106584W) were re-appointed
as Statutory Auditors of the Company at the 35^hAnnual General Meeting held on 29^th September, 2025
for a 2^nd term of five consecutive years from the conclusion of this Annual General Meeting to until the
conclusion of 40^thAnnual General Meeting of the Company.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report pursuant to the provisions of Section 204 for the financial year 2024-25 was
obtained from M/s. Ashika Shetty, Practicing Company Secretaries, the report which is Self-Explanatory
is annexed hereto as Annexure A.

MEETINGS

During the financial year 2024-25, 9 (Nine) meetings of the Board of Directors and 6 (Six) meetings of
the Audit Committee were held. Details of these meetings and other Committees of the Board/General
Meeting are given in the Report on Corporate Governance forming part of this Annual Report.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR

All the Independent Directors of the Company have furnished a declaration to the effect that they meet
the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) and
Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('the Listing Regulations'). In the opinion of the Board, all the
Independent Directors possess the integrity, expertise and experience including the proficiency required
to be Independent Directors of the Company, fulfill the conditions of independence as specified in the
Act and the Listing Regulations and are independent of the management and have also complied with
the Code for Independent Directors as prescribed in Schedule IV of the Companies Act,2013

PERFORMANCE EVALUATION AND ITS CRITERIA:

The Board of Directors carried out an evaluation of its own performance, of the Board, Committees and
of the individual Directors pursuant to the provisions of the Act and Corporate Governance
requirements as prescribed by the Listing Regulations.

The performance of the Board and its Committees was evaluated by the Board after seeking inputs from
the Board / Committee Members based on criteria such as composition of the Board / Committees and
structure, effectiveness of the Board / Committee processes, providing of information and functioning
etc. The Board and the Nomination and Remuneration Committee reviewed the performance of
individual Directors based on criteria such as attendance in Board / Committee meetings, contribution in
the meetings like preparedness on issues to be discussed etc.

The Independent Directors at its separate meeting held on 10^th February, 2025 reviewed the
performance of Non-Independent Directors and performance of the Board as a whole, performance of

the Chairman of the Company taking into account the views of Executive and Non-executive
Directorsand assessed the quality, quantity and timeliness of flow of information to the Board to
perform their duties effectively and reasonably

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The details of Loans given, Guarantees given and Investments made, if any and covered under the
provisions of Section 186 of the Act, read with Companies (Meetings of Board and Its Powers) Rules,
2014 are given in the notes to the Financial Statements forming part of this Annual Report.

COMMITTEES OF THE BOARD

The details of the powers, functions, composition and meetings of the Committees of the Board held
during the year are given in the Report on Corporate Governance section forming part of this Annual
Report.

AUDIT COMMITTEE

The details pertaining to the composition, terms of reference, etc. of the Audit Committee of the Board
of Directors of the Company and the meetings thereof held during the financial year are given in the
Report on Corporate Governance section forming part of this Annual Report. The recommendations of
the Audit Committee were accepted by the Board of Directors of the Company from time to time.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is produced as a part of the Annual Report along with the
Auditors statement on its compliance.

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

Your Company has made the necessary disclosures in this Report in terms of Section 134(3) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014is given in Annexure B
and forms part of this report.

INTERNAL FINANCIAL CONTROL SYSTEM

The Board is responsible for establishing and maintaining adequate internal financial control as per
Section 134 of the Act.

Your Company has in place an adequate system of internal controls to ensure compliance with various
policies, practices and statutes. It has procedures covering all financial and operating functions and
processes. These have been designed to provide a reasonable assurance with regards to maintaining of
proper accounting controls for ensuring reliability of financial reporting, monitoring of operations,
protecting assets from unauthorized use or losses and compliance with regulations. Key controls have
been tested during the year and corrective and preventive actions are taken for any weakness.

There is no material change in the type of business the Company is carrying.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS (IF ANY):

The Directors of your Company confirm that no frauds or instances of mis-management were reported
by the Statutory Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the
Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.

MATERIAL CHANGES AND COMMITMENT:

Except as disclosed elsewhere in the Report, there have been no material changes and commitment
affecting, the financial position of your Company, which have occurred between the end of the financial
year of the Company and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS:

No significant and material order has been passed by the Regulators or Courts or Tribunals impacting
the going concern status and Company's operations in future.

PARTICULARS OF RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties during the financial year were in the ordinary course
of business and on arm's length basis and do not attract the provisions of Section 188(1) of the Act.
Suitable disclosures as required by the Indian Accounting Standards (IndAS-24) have been made in the
notes to the Financial Statements. The Board has a policy for related party transactions which has been
uploaded on the Company's website http://www.aareydrugs.com/pdf/2-Related-Party- Transaction.pdf

There were no material Related Party Transactions during the year. Accordingly, Form No. AOC-2,
prescribed under the provisions of Section 134 (3)(h) of the Act and Rule 8 of the Companies (Accounts)
Rules, 2014, for disclosure of details of Related Party Transactions, which are not "not at arm's length
basis" and also which are "material and arm's length basis", is not provided as an annexure to this
Report as it is not applicable.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary and trainees) are covered under this
policy who are also provided training about the Act.

During the year under review, no complaint was received.

POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Act and the Listing Regulations, the Company has adopted all the applicable
policies. The policies are available on the website of the Company at_ http://www.aareydrugs.com/

All Directors and Senior Management Personnel have affirmed their adherence to the provisions of the
Code of Conduct during the financial year 2024-25.

The Company's policy on Directors' appointment, remuneration and other matters provided in Section
178(3) of the Act forms part of Nomination and Remuneration Policy and has been disclosed in the
Corporate Governance Report.

CORPORATE GOVERNANCE & VIGIL MECHANISM:

A separate Corporate Governance Report on compliance with Corporate Governance requirements as
required under Regulation 34(3) read with Schedule V to the Listing Regulations forms part of this
Annual Report. The same has been reviewed and certified by Mr. Virendra G. Bhatt, Practicing Company
Secretary, the Secretarial Auditors of the Company and Compliance Certificate in respect thereof is
attached as Certificate of Corporate Governance

RISK MANAGEMENT:

The Company has its Risk Management Plan & Policy in place which is also displayed on the website of
the Company. In the opinion of the Board, during the financial year 2024-25, no elements of risk which
may threaten the existence of the Company were noticed by the Board. The Committee monitors the
risk management plan and ensures its effectiveness. The details of Committee are set out in the
Corporate Governance Report

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated under the Listing
Regulations, is presented in a separate section, forming part of this Report.

PROMOTERS:

The Promoter Group's holding in the Company as on 31^stMarch, 2025 was 44.80% of the Company's paid
up Equity Capital. The members may note that the shareholding and other details of Promoters has
been provided in Annual Return.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS UNDER SECTION 148 OF THE COMPANIES
ACT, 2013:

During the year under review, Maintenance of cost records under section 148 of Companies Act, 2013 is
not applicable to the Company as the Company did not carry on any activity as specified in Table A and B
of Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

EMPLOYEES:

There were no employees coming under the purview of Section 197(12) of the Act read with Rules 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014and the rules
frame there under

REMUNERATION:

As per Section 197of the Companies Act, 2013, the ratio of remuneration of each director to the median
remuneration of the employees of the company for the financial year:

DISCLOSURE UNDER SECTION 164

None of the Directors of the company are disqualified for being appointed as Directors as specified
under section 164 of the Companies Act, 2013.

ACKNOWLEDGEMENTS

Your Directors wish to place on record, the appreciation for the continued support of the customers,
Bankers and Suppliers. Your Directors acknowledge and thank the employees for their valuable
contribution and involvement.

For and on behalf of the Board of Directors

Mihir R. Ghatalia

Chairman and Managing Director

DIN:00581005

Place: Mumbai
Date: 03.09.2025