Markets

Your Directors have pleasure in presenting their 56^th Annual Report on the operations of the Company together with the Audited Financial
Statements for the Financial Year ended 31^st March, 2026.

Financial Performance

OPERATIONS STANDALONE

During the year under review, the Earnings Before Interest, Depreciation and Tax was 11.35% compared to 11.24% in the previous year. The
Total Revenue (excluding Other Income) for the year net of discount / rebates was Rs. 70,182.91 Lakhs as against Rs. 59,787.00 Lakhs in the
previous year. Profit after tax for the year was 5.47% compared to 5.40% 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. 8,885.79 Lakhs in the
Financial Year 2025-26 compared to Rs. 7,228.21 Lakhs in the previous year. Consequently, the Consolidated Profit Before Exceptional Items
and Taxes (PBT) was Rs. 6,028.80 Lakhs in the Financial Year 2025-26 compared to Rs. 4,438.78 Lakhs in the previous year.

FINANCIAL REVIEW

With the collective support of Staff and Aries Customers, the Company delivered a strong standalone performance during the year, with gross
revenue registering a robust growth of 17.87%, increasing from ?778.55 Crores to ?917.64 Crores. While international sales witnessed a
temporary moderation due to the strategic relocation of the manufacturing facility of the Associate Company, M/s. Amarak Chemicals FZC,

from Fujairah to JAFZA, along with short-term geopolitical factors in
the region, these are transitional developments, and the Company
remains confident of regaining momentum in its international
business in the coming periods.

The Company's domestic subsidiaries continued to demonstrate
strong momentum, with M/s. Mirabelle Agro Manufacturing Pvt.
Ltd. recording an impressive growth of 48.98% and M/s. Aries Agro
Equipments Pvt. Ltd. achieving a significant increase of 91.81%,
reinforcing the Company's expanding footprint and positioning it well
for sustained future growth.

The total capacity utilization including that of the newly added facility
at Sayakha, Bharuch (capacity of 6,000 MT commenced in February
2026) currently stands at 72.55% of the total installed capacity of
1,01,400 MT p.a. in India. The manufacturing unit of the Associate
Company, M/s. Amarak Chemicals FZC, at Fujairah, UAE has
produced 3,613 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 Dividend of 25% being Rs. 2.50 per Equity Share of
Rs. 10/- each which is 8.47% of Net Profit for the year ended 31^st
March, 2026, (out of which Rs. 1.50 per Equity Share (15%) as Final
Dividend and Rs. 1.00 per Equity Share (10%) as Special Dividend
on account of Company's growth) (previous year 12% being Rs.
1.20 per Equity Share of Rs. 10/- each which is 4.84% of Net Profit)
subject to your approval at the ensuing Annual General Meeting.

The Dividend, if approved, will result in an outflow of Rs. 325.11
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. 24,595.91 Lakhs is proposed to be retained in the Profit and
Loss Account.

FUTURE PROSPECTS:

The Year 2026-27 is the 57th year of Aries operations. The high
probability of Super El-Nino, adverse geo political trends due to the
West Asia war, export restrictions from China for fertilizers and lower
than adequate farm gate prices for agri produce, 94% projection
for monsoons v/s. LPA (Long Period Average) indicates a subdued
and largely uncertain trend for the agro industry. The Company is
geared to address the fluctuating demand and supply scenario by
enhancing inventory holding at additional locations well in advance
of season. Automation, backward integration at new factories leading
to self-production of critical raw materials, promotion of climate proof
products and expansion in the range of plant protection and agro
equipment products during the year will help soften the impact
of adverse macro trends. The Annual booking for 2026-27 was
conducted online with participation of 1788 Dealers from 22 States
who used the Aries booking app and have placed their bookings for
Rs. 1,084.40 Crores of products to be lifted during FY 2026-27. This
is expected to achieve gross revenue of around Rs. 1,010.00 Crores
in FY 2026-27.

CREDIT RATING

The Company's Credit Rating of the Company has been UPGRADED by CRISIL Ratings on 7^th August, 2026 as under:

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).

• The Company conducted a comprehensive health check¬
up programme for factory workers and staff, reaffirming
its commitment to employee health, safety, and overall
well-being. The initiative covered key health parameters,
including blood pressure, blood sugar levels, cholesterol
levels, Body Mass Index (BMI), and other essential
wellness indicators. Beyond early detection of potential
health concerns, the programme encouraged employees
to adopt preventive healthcare practices and make
informed lifestyle choices. Such initiatives strengthen a
culture of health and wellness across the organisation,
contributing to improved employee morale, well-being,
and long-term productivity.

• Continued investment in employee wellness through year-
round fitness training programs with dedicated trainers at
the Aries Head Office gym facility in Mumbai.

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, 2026. 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. 749.34 Lakhs during
the Financial Year 2025-26 compared to Rs. 390.67 Lakhs in the
Previous Year. The Company has earned a Profit of Rs. 41.56 Lakhs
compared to Rs. 18.61 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. 7,825.70 Lakhs as compared to Rs. 5,268.18 Lakhs in the
Previous Year. The Company has earned a Profit Before Tax of
Rs. 1,049.84 Lakhs during the Financial Year 2025-26 as compared
to the Profit of Rs. 746.47 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 Twentieth Year of operation,
has generated sale of. AED 25.06 Lakhs as compared to AED Nil
in the previous year and has incurred Loss of AED 16.71 Lakhs
(INR 427.07 Lakhs) for the year 2025-2026 compared to AED 19.41
Lakhs (INR 451.74 Lakhs) in the previous year, since trading volume
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, 2026 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.

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

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 2025.

Pursuant to the provisions of Section 152(6) of the Companies Act,
2013, Mr. Ramamurthy Sundaresan (DIN 00540033), being longest
as a Director amongst the retiring Directors, to retire by rotation and
being eligible, offers himself for re-appointment. Accordingly, his
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.

Mr. Nrupang Bhumitra Dholakia (DIN: 06522711) was appointed
as an Independent Director on the Board of the Company pursuant
to the provisions of Section 149 of the Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014
and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)
pursuant to the recommendation of Nomination and Remuneration
Committee at their Meeting held on 15^th March, 2022, by the Board

of Directors at their Meeting held on 15^th March, 2022 which was
approved by the Members through Postal Ballot, the result of which
was declared on 20^th April, 2022. He holds office as an Independent
Director of the Company up to 14^th March, 2027 (“first term” in line
with the explanation to Sections 149(10) and 149(11) of the Act).

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, pursuant to the recommendation of the Nomination and
Remuneration Committee of the Company, Mr. Nrupang Bhumitra
Dholakia (DIN: 06522711) was re-appointed as an Independent
Director of the Company, not liable to retire by rotation, by the Board
of Directors at their Meeting held on 11^th August, 2026 for the second
term of 5 (five) consecutive years with effect from 15^th March, 2027
up to 14^th March, 2032, subject to the approval of the Members by
way of Special Resolution.

The re-appointment of Mr. Nrupang Bhumitra Dholakia as an
Independent Director forms part of the Agenda and the proposed
Resolution is set out at item No. 5 of the Notice.

In the opinion of the Board, Mr. Nrupang Bhumitra Dholakia is a person
of integrity, fulfils the conditions specified in the Act and the Rules
made thereunder read with the provisions of the Listing Regulations,
each as amended, and is independent of the Management of the
Company. A copy of the draft letter of appointment of Mr. Nrupang
Bhumitra Dholakia as an Independent Director setting out the terms
and conditions is available for inspection without any fee payable by
the Members at the Registered Office of the Company during the
normal business hours on working days up to the date of the Annual
General Meeting (‘AGM') and will also be kept open at the Annual
General Meeting till the conclusion of the Meeting.

Mr. Nrupang Bhumitra Dholakia is a Fellow Member of the Institute
of Company Secretaries of India, New Delhi (ICSI) and a Whole -
time Company Secretary in Practice. He has over 13 years of vast
experience in the field of Corporate Law, Securities Law and Foreign
Exchange Laws and has been associated with various organisations
across India for shaping up their legal regime and also helping these
organisations setting up their base and structure in India. He also
been appointed as the Director and Member of Mruga Management
Consultancy L.L.C. Dubai. He also appears before Hon'ble National
Company Law Tribunal and various statutory as well as quasi¬
judicial authorities across India.

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. Independent Directors are also
taken for Factory visits. They also attend the Strategic Meetings of
the Company.

KEY MANAGERIAL PERSONNEL

Dr. Rahul Mirchandani was appointed as the Managing Director
of the Company for a period of 5(Five) years from 4^th April, 2017
to 31^st March, 2022 and his remuneration was fixed for a period
of 3(three) years from 4^th April, 2017 to 31^st March, 2020 by the
Board of Directors at their Meeting held on 27^th April, 2017 pursuant
to the recommendation of the Nomination and Remuneration
Committee, which was approved by the Members at the 47^th Annual
General Meeting held on 28^th September, 2017. Pursuant to the
recommendation of the Nomination and Remuneration Committee,
the Board of Directors at their Meeting held on 13^th August, 2020
revised the Remuneration of Dr. Rahul Mirchandani with effect
from 1^st April, 2020 for remainder of his tenure of 2(two) years upto
31^st March, 2022 which was approved by the Members at the
50^th Annual General Meeting held on 24^th September, 2020.

Pursuant to the recommendation of the Nomination and
Remuneration Committee at their Meeting held on 11^th August, 2021,
the Board of Directors at their Meeting held on 11^th August, 2021
re-appointed Dr. Rahul Mirchandani as the Managing Director of the
Company for a period of 5(Five) years commencing from 1^st April,
2022 upto and inclusive of 31^st March, 2027 and his remuneration
was fixed for a period of 5(five) years from 1 ^st April, 2022 to 31^st
March, 2027, which was approved by the Members at the 51^st
Annual General Meeting held on 23^rd September, 2021 on the terms
and conditions as set out in the Agreement dated 10^th March, 2022
signed with him.

The period of 5 (Five) years is getting over on 31^st March, 2027,
the Board of Directors at their Meeting held on 11^th August,
2026, pursuant to the recommendation of the Nomination and
Remuneration Committee and Audit Committee, re-appointed Dr.
Rahul Mirchandani for a period of 5 (Five) years from 1^st April, 2027
to 31^st March, 2032 and fixed remuneration, subject to the approval
of the Members at the ensuing Annual General Meeting by way of a
Special Resolution and the same forms part of the Notice of ensuing
Annual General Meeting.

Apart from above 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 22.05.2025, 13.08.2025, 13.11.2025, 18.01.2026, and
13.02.2026. For further details, please refer Report on Corporate
Governance of this Annual Report.

AUDIT COMMITTEE

There was no change in the composition of Audit Committee during
the year under review The Committee comprised 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

There was no change in the composition of Nomination and
Remuneration Committee during the year under review. 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

There was no change in the composition of Stake Holders
Relationship Committee during the year under review. 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 composition of 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.

There was no change in the composition of Administrative
Committee (‘Previously known as Treasury 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.

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.

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
for the financial year;

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

3. The percentage increase in the median remuneration of
employees in the financial year: 3.90 %4. The number of permanent employees on the rolls of
Company; 1,365.

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 17.73 % 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 Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are as under:

TOP 10 EMPLOYEES IN TERMS OF REMUNERATION DRAWN DURING THE YEAR 2025-26

PARTICULARS OF EMPLOYEES IN TERMS OF SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) AND 5(3) OF
THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 DRAWING REMUNERATION
NOT LESS THAN RS. 1.02 CRORES P.A./RS. EIGHT LAKHS FIFTY THOUSAND P.M. DURING THE YEAR 2025-26

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. Aries Integrated
Management System(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 2025-26.

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, 2027 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.

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 continues to accord high priority to energy conservation as part of its commitment to sustainable operations and efficient
resource utilization. The key initiatives undertaken during the year are as follows:

(a) Energy Conservation Measures Taken:

Ý Solar Power Generation: The Company continues to harness renewable energy through solar power systems installed at
its manufacturing units at Mumbai (Maharashtra), Chhatral (Gujarat), and Pashamylaram (Telangana). These installations are
estimated to reduce carbon emissions by approximately 300 tons per annum.

Ý Expansion of Renewable Energy Usage: During the year, solar power generation was also initiated at the Lucknow (Uttar
Pradesh) manufacturing unit. Additionally, the use of Compressed Natural Gas (CNG) in manufacturing processes has contributed
to improved energy efficiency and reduced dependence on conventional fuels.

Ý Use of Alternative Fuels: The Company continues to operate boilers at its Pashamylaram unit using solid briquette-based fuel, an
eco-friendly alternative to diesel. This initiative has also been extended to the Lucknow unit.

Ý Resource Monitoring and Optimization: Consumption of electricity, LPG, diesel, and water is continuously monitored across all
units to identify inefficiencies and optimize usage.

Ý Operational Efficiency Measures: Standard energy-saving practices are followed, including switching off machinery and utilities
during non-operational periods to ensure optimal energy utilization.

Ý Employee Awareness: Continuous efforts are made to create awareness among employees and workmen regarding energy
conservation and responsible resource usage.

These measures reflect the Company's continued commitment towards energy conservation, cost efficiency, and environmental
responsibility.

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

Form - A

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

b. Capital Investment on Energy Conservation Equipments: -

I. Form for disclosure of particulars with respect to Technology Absorption, Research and DevelopmentII. TECHNOLOGY ABSORPTION(a) Research and Development (R&D):

The Company continues to strengthen its innovation capabilities through its in-house R&D facility recognized by the Department of
Scientific & Industrial Research (DSIR). Key highlights include:

Ý Focus on development of crop-specific formulations, hydroponic nutrients, high-density (HD) formulations, and precision agriculture
solutions including drone-based applications.

Ý Expansion into areas such as bio-stimulants, water-soluble fertilizers, urban gardening, organic inputs, and sustainable packaging.

Ý Deployment of advanced laboratories across all manufacturing units for product validation, quality control, and regional innovation.

Ý Adoption of emerging technologies including AI/ML-enabled soil testing solutions and enhancement of the Aries Integrated
Management System (AIMS) for improved digitization and data-driven decision-making.

Ý Strengthening of field research through trials, demonstrations, and soil testing supported by extension teams and a dedicated
research farm at Raipur.

Ý Active collaboration with academic institutions and research organizations for advanced research initiatives.

(b) Benefits Derived from R&D:

Ý Expansion and diversification of the product portfolio.

Ý Improved product quality, agronomic efficiency, and cost optimization.

Ý Reduction in production costs and enhanced environmental compliance.

Ý Strengthened regulatory compliance and development of sustainable farming solutions.

Ý Increased market penetration through innovative and customized offerings.

(c) Future Plan of Action:

Ý Development of customized formulations for global markets.

Ý Advancement in controlled-release and suspension fertilizer technologies.

Ý Expansion into precision agriculture, protected cultivation, and urban farming.

Ý Continued investment in R&D, field trials, and process optimization.

Ý Development of sustainable and energy-efficient manufacturing processes.

1. Expenditure on R & D

(d) Technology Absorption, Adaptation and Innovation:

The Company continues to focus on improving productivity, product quality, and operational efficiency through the adoption of Total Quality
Management (TQM) practices and continuous process improvements across its manufacturing operations. The ISO 9001:2015 certified
Quality Management System ensures adherence to globally recognized quality standards and facilitates consistency in processes and
outputs.

The Company also emphasizes ongoing upgradation of processes, optimization of resource utilization, and adoption of appropriate
technologies to enhance manufacturing efficiency and reduce costs. These initiatives contribute to improved product performance,
strengthened customer satisfaction, and support the Company's commitment to sustainable and environmentally responsible operations.

The Company further leverages digital tools and internal systems to streamline operations, improve monitoring, and support data-driven
decision-making.

Benefits derived:

• Improved manufacturing efficiency and cost optimization

• Enhanced product quality and customer satisfaction

• Strengthened operational excellence through continuous improvement practices
The Company has not imported any technology during the year under review.

C. Foreign Exchange Earnings and Outgo

The Company continues to expand its global footprint through strategic initiatives aimed at increasing exports and strengthening its
presence in international markets. During the year, the Company further diversified its geographical reach across markets including
Australia, New Zealand, Nigeria, Nepal, the Philippines, Taiwan, UAE, Sri Lanka, Saudi Arabia, Mozambique, Uzbekistan, Bangladesh,
Mauritius, and other emerging regions.

This diversification has reduced dependency on any single market and contributed to steady growth in international business. The
Company's overseas operations, including its branch at Fujairah (UAE) and its associate company in the UAE, have also contributed
significantly to export performance.

Overall, the Company remains committed to sustainable growth through efficient energy utilization, continuous technological advancement,
and expansion of its global presence.

1. Total Foreign Exchange used and earned:

Used: Rs. 53,34,34,836/-
Earned: Rs. 2,50,12,858/-
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, 2026 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 REPORTSStatutory 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 2024-2025.

The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended 31^st March, 2025 was 30^th October, 2025 and which
was extended by the MCA authority to 31^st December, 2025. The Cost Audit Reports were filed by the Cost Auditor on 8^th September, 2025
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, 2026
by the Board of Directors on 13^th August, 2025 after ensuring their eligibility and obtaining the letter of eligibility from them.

The Company's Cost Audit for the Financial Year 2025-2026 has been completed and the Cost Audit Report will be filed with MCA within
stipulated time.

Secretarial Auditors

Mr. A. Sekar, Practising Company Secretary, Mumbai (Membership No. F14013 and Certificate of Practice No: 2450), and having Peer Review
Certificate issued by the Institute of Company Secretaries of India), was appointed as the Secretarial Auditor of the Company for a period of
5(five) years at the Fifty Fifth Annual General Meeting of the Company held on 26^th September, 2025 and being eligible continue to be the
Secretarial Auditor.

The Secretarial Audit Report for the financial year ended March 31,2026 is annexed herewith and marked as Annexure-III to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. There is one observation in the Report as
“Related Party Transactions with the Overseas Subsidiary, Golden Harvest Middle East, FZC, UAE exceeded the Audit Committee Approved
limit by Rs. 1.79 Crore during the Quarter ended December 31,2025 due to business exigencies which was Ratified/Approved by the Audit
Committee at their Meeting held on 13^th February, 2026.

Management Explanations

The said limit was exceeded inadvertently due to business exigencies and operational requirements arising during the course of business.
Upon realisation of the same, the Company has taken note of the matter and initiated necessary corrective and monitoring measures to ensure
stricter compliance and avoid recurrence of such instances in future. The said Transactions were Ratified/Approved by the Audit Committee
at the Meeting held on 13^th February, 2026.

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 2025-2026 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 29^th May, 2026 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. One (1) Complaint was received by the Internal Committee during
the year from an employee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which was
disposed off promptly. 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.

The Commissioner of Central Excise, Mumbai had passed an Order classifying Micronutrients as Fertilizers under Chapter 31 of the Central
Excise Tariff. The Chief Commissioner of Central Excise reviewed the Order and directed to prefer an Appeal before the Central Excise and
Service Tax Appellate Tribunal CESTAT. Accordingly, the Department filed an appeal before CESTAT, Mumbai. The Company contested the
said appeal and a favourable Order was passed by CESTAT, Mumbai on most of the Micronutrients while directing the department to decide
the case afresh relating to certain Micronutrients after ascertaining the presence of N, P or K. The Commissioner of Central Excise, Navi
Mumbai after granting a personal hearing decided the classification of certain Micronutrients in our favour and decided few others against
us for the period June 2005 to June 2017 by confirming a demand of Rs.4.79 Crores and interest on the said amount. The Company has
preferred an appeal before CESTAT, Mumbai and the same is pending before them.

The Central Excise Department preferred a Special Leave Petition against the CESTAT's Order of Mumbai Branch before the Supreme Court,
which was also dismissed in 2018.

Since the matter before CESTAT, Ahmedabad, on the classification of Micronutrients are identical to that of Mumbai, the Company is confident
of obtaining a favourable Order in this matter and does not foresee any material impact. The matter was heard on 03/08/2026 and the Order
is reserved.

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.

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,

Place: Mumbai Dr. Rahul Mirchandani

Date: 11^th August, 2026 Chairman & Managing Director

DIN-00239057