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:

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