Aaron Industries Ltd Directors Report

To,

The Members,

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: (Rs. in Lakhs)

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

FINANCIAL HIGHLIGHTS:

Total revenue of the Company for the financial year 2025-26 stood at 9200.60 lakhs as against 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 679.74 lakhs as against 824.32 lakhs for the financial year 2024-25 showing a decrease of 17.54%.

DIVIDEND:

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, Companys 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 at https://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 Companys website and can be accessed at https://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 arms 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 Companys website and can be accessed at https://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 Companys 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 Companys 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 Companys 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 Companys website at https://aaronindustries.net/wp-content/uploads/2026/04/Familiarisation-Programme.pdf.

STATUTORY AUDITOR AND AUDITORS 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 Companys internal financial controls.

SECRETARIAL AUDITOR AND AUDITORS 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 Boards 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.

DIRECTORS 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 Companys 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 Companys 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.pdf and 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 COMPANYS 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.

GENERAL DISCLOSURES:

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).

CAUTIONARY STATEMENT:

The Annual Report including those which relate to the

Directors Report, Management Discussion and

Analysis Report may contain certain statements on the

Companys 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 Companys performance could be the demand and supply for the Companys products and services, changes in Government regulations, tax laws, forex volatility, etc.

ACKNOWLEDGEMENT:

The Directors wish to convey their heartfelt appreciation to the Companys 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 Companys 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 Companys 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