To,

The Members,

The Directors are pleased to present the 12^th Annual Report of the Company together with the Audited Financial Statements for the financial year ended on March 31, 2025.

1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS:

The financial performance of the Company for the Financial Year ended March 31, 2025, are summarized below:

During the Financial Year 2024-25, the Company achieved the highest ever Operating Income of 7793.05 Lakhs as compared to 6322.67 Lakhs in the Financial Year 2023-24. The Profit before tax for the Financial Year 2024-25 stood at 1186.36 Lakhs as compared to 849.92 Lakhs achieved in the Financial Year 2023-24. The Profit after tax stood at 824.32 Lakhs for the Financial Year 2024-25 as compared to 633.09 Lakhs in Financial

Year 2023-24.

2. DIVIDEND:

For the Financial Year 2024-25, the Company has declared a Final Dividend of 1.20/- (One Rupee and Twenty Paisa Only) per Equity Share of 10/- each with a total outlay of 125.68 Lakhs.

The Board of Directors at their Meeting held on May 19, 2025, has recommended the payment of 1.20/- (One Rupee and Twenty Paisa Only) per Equity Share being 12% on the face value of 10/- each as the Final Dividend for the Financial Year ended March 31, 2025. The payment of the Dividend is subject to the approval of the Shareholders at the 12^th Annual

General Meeting ("AGM") of the Company.

The Dividend, if approved by the Members would involve a cash outflow of 125.67 Lakhs.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, the Dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the Dividend after deduction of tax at source at appropriate rates applicable to resident and non-resident shareholders as the case may be.

3. 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, 2025.

4. SHARE CAPITAL:

During the year under review, the Company has not altered/modified its authorised share capital and has not issued any Equity Shares with Differential Rights as to dividend, voting or otherwise. The Company has not issued any Sweat Equity Shares to its Directors or employees and also has not made any buy back of shares during the year under review.

The Paid-up Equity Share Capital of the Company as on March 31, 2025, was 10,47,32,390 divided into 1,04,73,239 Equity Shares of 10/- each fully paid up.

The Company has paid Listing Fees for the Financial Year 2024-25 to the Stock Exchange, where its Equity Shares are listed.

5. EMPLOYEE STOCK OPTION PLAN:

During the year under review, the Shareholders of the Company at their 11^th Annual General

Meeting (‘AGM') 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 www.aaronindustries.net 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.

6. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

During the year, there was no change in the registered office of the Company.

7. TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves for the Financial Year ended March 31, 2025.

8. 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 part of this report as Annexure - 1.

9. CORPORATE GOVERNANCE:

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.

GOVERNANCE:

A certificate received from Practicing Company Secretaries 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.

(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://www.aaronindustries.net/wp-content/uploads/2023/05/CSR_Policy.pdf.

An Annual Report on CSR activities of the Company during the Financial Year 2024-25 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.

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 2024-25, to which the Financial Statements relate and the date of signing of this report.

13. 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.

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 mechanism provides adequate safeguards against victimization of Directors or employees who avail the mechanism. The Whistle Blower Policy has been placed in the website of the Company at https://aaronindustries.net/wp-content/uploads/2022/08/Whistle-Blower-Policy-Vigil-Mechanism.pdf.

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 2024-25.

ARRANGEMENTS WITH RELATED PARTIES:

During Financial Year 2024-25, all contracts/ arrangements/ transactions entered into by the Company with related parties were in the ordinary course of business and on an arm's length basis. All the Related Party Transactions are placed before the Audit Committee for prior approval, as required under the Act and Listing Regulations. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis.

The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders' approval under the Listing Regulations. Neither the Company has entered into transactions not at arm's length.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable. Members may refer to Note No.36 to the Standalone Financial Statements which sets out related party disclosures pursuant to IND AS-24.

The Company has adopted a Policy on Related Party Transactions which can be accessed on the Company's website at https://aaronindustries.net/wp-content/uploads/2022/11/Policy-on-Materiality-of-RPTs.pdf.

AND INVESTMENTS UNDER SECTION 186 OF THE ACT:

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.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2024-25.

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:

No one-time settlement was done with any Bank / Financial Institutions during the financial year under review.

PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant or material orders passed by the Regulators or Courts or Tribunals during the Financial Year 2024-25 impacting the going concern status and the Company's operations in the future.

21. ANNUAL RETURN:

Pursuant to Section 92(3) and 134(3)(a) of the Act the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 (as amended), is placed on the website of the Company and is accessible at the www.aaronindustries.net.

22. 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 financial year and as such, no amount on account of principal or interest on deposits from public was outstanding as on 31st March, 2025.

VENTURE, OR ASSOCIATE COMPANIES:

As on March 31, 2025, your Company does not have any Subsidiaries, Joint Ventures, or associate Companies.

24. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the Company's nature of business.

25. DIRECTORS:

The Board of the Company comprises Six (6) Directors; one Managing Director, one Whole-Time Director, One Executive Director, and the remaining three (3) Independent Directors. As on the date of this report, the composition of the Board of the Company is as follows:

In accordance with the provisions of Section 152 of the Act, 2013 and the Articles of Association of the Company, Mr. Karan Doshi (DIN:06690242), Whole-Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. His appointment is placed for approval of the members and forms part of the notice of the 12^th AGM. The information about the Director seeking his reappointment as per Secretarial Standards on General Meetings and Regulation 36(3) of the Listing Regulations has been given in the notice convening the 12^th AGM.

26. KEY MANAGERIAL PERSONNEL:

Pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

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

The remuneration and other details of these Key Managerial Personnel for Financial Year 2024-25 are provided in the Annual Return which is available on the website of the Company.

Internal Financial Controls and their Adequacy: In terms of Section 134(5)(e) of the Act, the term Internal Financial Control means the policies and procedures adopted by a Company for ensuring orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

Internal Control Over Financial Reporting (ICFR) remains an important component to foster confidence in a Company's financial reporting, and ultimately, streamlining the process to adopt best practices. Your Company, through Internal Audit Program, is regularly conducting test of effectiveness of various controls. The ineffective and unsatisfactory controls are reviewed and remedial actions are taken immediately. The internal audit plan is also aligned to the business objectives of the Company which is reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of your Company's internal control framework.

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.

28. AUDITORS:

A. STATUTORY AUDITOR:

The Shareholders at their meeting held on September 04, 2023, had appointed D C Jariwala & Co., Chartered Accountants, as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 10^th Annual General Meeting (2023) till the conclusion of 15^th Annual General Meeting (2028).

M/s. D C Jariwala & Co., have issued their report on the Financial Statements for the Financial Year ended March 31, 2025, with an unmodified opinion and do not contain any qualification, observation, or adverse remarks or disclaimer that may call for any explanation from the Board of Directors. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

B. 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 2024-25. Their reports were reviewed by the Audit Committee.

C. COST AUDITOR:

During the Financial Year 2024-25, 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 2024-25.

D. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Dhirren R. Dave & Co., Practicing Company Secretaries, Surat as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report issued in this regard is annexed as Annexure - 5.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

Further, in terms of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, the Board of Directors has, on the recommendation of the Audit Committee, approved the appointment of M/s. Dhirren R. Dave & Co., Practicing Company Secretaries as the Secretarial Auditors of the Company, to hold office for a term of five (5) consecutive years with effect from financial year 2025-26 to the financial year 2029-30, subject to approval of the Members of the Company at the ensuing AGM. Accordingly, a resolution seeking Members' approval for appointment of Secretarial Auditors of the Company forms part of the Notice of the 12^th AGM forming part of this Annual Report.

REPORT:

The Company has undertaken an audit for the Financial Year ended March 31, 2025, 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.

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.

COMMITTEE:

During the Financial Year 2024-25, the Board of Directors met Six (6) times, and the details of the Meetings of the Board and its Committees are given in the Corporate Governance Report

(Annexure-2).

The gap intervening between the two Meetings were within the time prescribed under the Act and LODR Regulations.

Details of attendance at Meetings of the Board, its committees, and the Annual General Meeting are included in the Report on Corporate Governance, which forms part of this Annual Report.

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, a Separate Meeting of the Independent Directors were held on May 20, 2024, and February 11, 2025. 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.

DIRECTORS:

The Company has received declarations from each Independent Director of the Company under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors during the Financial Year 2024-25.

All Independent Directors of the Company have affirmed compliance with Schedule IV of the Act and the Company's Code of Conduct for Directors and Employees for the Financial Year 2024-25.

All the Independent Directors of the Company have registered themselves with the Indian

Institute of Corporate Affairs (‘IICA') towards the inclusion of their names in the data bank maintained with it and they meet the requirements of the proficiency self-assessment test.

COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

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://www.aaronindustries.net/wp-content/uploads/2025/04/Familiarisation-Programme.pdf.

BOARD AND ITS COMMITTEES:

The performance evaluation 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.

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/2022/08/Nomination-Remuneration-Policy.pdf.

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 working hours 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 12^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.

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.

STATEMENT:

The Directors' Responsibility Statement referred to in Section 134(3)(c) of the Companies Act, 2013, shall state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had 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 profit and loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

39. SECRETARIAL STANDARDS:

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

40. PROHIBITION 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 revised "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 posted on the

Company's website and can be accessed by using the web link at https://aaronindustries.net/wp-content/uploads/2023/03/Code-of-Conduct-to-Regulate-Monitor-and-Report-Trading-by-DP.pdf and https://aaronindustries.net/wp-content/uploads/2022/11/Code-of-Practices-and-Procedures-for-Fair-Disclosure-of-UPSI.pdf.

THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of the Board of Directors of the Company, Independent Directors on the Board of Company hold the highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. It's an optimum mix of expertise (including financial expertise), leadership and professionalism.

42. 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 2024-25. The certificate is given in Annexure - 8.

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/2022/08/Code-of-Conduct-for-Board-Members-and-Senior-Management-Personnel.pdf.

44. INSURANCE:

Your Company has taken the required insurance coverage for its assets against possible risks like fire, flood, burglary etc.

45. 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 12^th Annual General Meeting of the Company including the Annual Report for the Financial Year 2024-25 is being sent to all Members whose e-mail addresses are registered with the Company/Depository Participant(s).

46. CAUTIONARY STATEMENT:

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.

47. ACKNOWLEDGEMENT:

The Directors appreciate the hard work, dedication, and commitment of all its employees including workmen at the manufacturing plants towards the success of the Company. The Directors also acknowledge the support extended by the Company's

Unions and would also like to thank the financial institutions, banks, government authorities, customers, vendors and other stakeholders for their continued support and co-operation.