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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Aries Agro Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 55^th Annual Report on the operations of the Company together with the Audited Financial
Statements for the Financial Year ended 31^st March, 2025.

Financial Performance

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Particulars	Standalone				Consolidated
	Year Ended		Year Ended		Year Ended		Year Ended
	31st March, 2025		31st March, 2024		31st March, 2025		31st March, 2024
Revenue from Operations		77,835.37		66,403.63		80,439.32		67,285.64
Less :- Discount / Rebates		18,067.84		15,631.82		18,217.60		15,639.88
		59,767.53		50,771.82		62,221.72		51,645.75
Other Income		790.29		634.36		484.46		297.18
Total Revenue (including Other Income)		60,557.82		51,406.18		62,706.18		51,942.93
Less :- Operating Expenses (excluding Finance Cost & Depreciation)		53,840.28		45,283.51		55,477.97		46,102.82
Profit Before Tax, Interest & Depreciation		6,717.54		6,122.66		7,228.21		5,840.11
Less :- Finance Costs	1,766.43		2,199.25		1,855.90		2,228.17
Depreciation & Amortization Expense	831.12		742.89		933.53		773.64
		2,597.55		2,942.13		2789.43		3,001.81
Profit Before Tax		4,119.99		3,180.53		4438.78		2,838.31
Less :- Current Tax	1,007.00		899.00		1136.10		903.51
Mat Credit Entitlement	-		-		(124.60)		(15.30)
Tax relating to earlier periods	(33.74)		26.72		(32.96)		27.36
Deferred Tax	(78.26)		73.55		110.88		82.79
		895.01		999.27		1,089.42		998.36
Profit After Tax		3,224.99		2,181.26		3,349.35		1,839.94
Add / (Less) :- Share of Profit / (Loss) of Associates		-		-		-		-
Profit for the year		3224.99		2,181.26		3,349.35		1,839.94
Less :- Non-Controlling Interest		-		-		52.93		48.94
Profit for the year attributable to Owners of the Parent		3224.99		2,181.26		3,402.28		1,888.89
Balance brought forward		17,819.80		15,768.72		17,255.22		15,558.96
Add / (Less) :- Foreign Currency Translation Reserve		-		-		(19.08)		(62.45)
Amount available for Appropriation		21,044.79		17,949.98		20,638.43		17,385.40
Less :- Dividend Proposed / Paid	129.93		130.18		129.93		130.18
Tax on Dividend Proposed	-		-		-		-
Provision for Doubtful Debts	-		-		-		-
Less :- Dividend Proposed / Paid		129.93		130.18		129.93		130.18
Surplus carried forward to Balance Sheet		20,914.86		17,819.80		20,508.50		17,255.22

Particulars	PERCENTAGE (%) TO GROSS SALES
	Standalone				Consolidated
	Year Ended 31st March, 2025		Year Ended 31st March, 2024		Year Ended 31st March, 2025		Year Ended 31st March, 2024
Revenue from Operations		100.00		100.00		100.00		100.00
Less :- Discount / Rebates		23.21		23.54		22.65		23.24
		76.79		76.46		77.35		76.76
Other Income		1.02		0.96		0.60		0.44
Total Revenue (including Other Income)		77.80		77.41		77.95		77.20
Less :- Operating Expenses (excluding Finance Cost & Depreciation)		69.17		68.19		68.97		68.52
Profit Before Tax, Interest & Depreciation		8.63		9.22		8.99		8.68
Less :- Finance Costs	2.27		3.31		2.31		3.31
Depreciation & Amortisation Expense	1.07		1.12		1.16		1.15
		3.34		4.43		3.47		4.46
Profit Before Tax		5.29		4.79		5.52		4.22
Less :- Current Tax	1.29		1.35		1.41		1.34
Mat Credit Entitlement	-		-		(0.15)		(0.02)
Tax relating to earlier periods	(0.04)		0.04		(0.04)		0.04
Deferred Tax	(0.10)		0.11		0.14		0.12
		1.15		1.50		1.35		1.48
Profit After Tax		4.14		3.28		4.16		2.73
Add / (Less) :- Share of Profit / (Loss) of Associates		-		-		-		-
Profit for the year		4.14		3.28		4.16		2.73
Less :- Non-Controlling Interest		-		-		0.07		0.07
Profit for the year attributable to Owners of the Parent		4.14		3.28		4.23		2.81
Balance brought forward		22.89		23.75		21.45		23.12
Add / (Less) :- Foreign Currency Translation Reserve		-		-		(0.02)		(0.09)
Amount available for Appropriation		27.04		27.03		25.66		25.84
Less :- Dividend Paid	0.17		0.20		0.16		0.19
Tax on Dividend Proposed	-		-		-		-
Provision for Doubtful Debts	-		-		-		-
Less :- Dividend Paid		0.17		0.20		0.16		0.19
Surplus carried forward to Balance Sheet		26.87		26.84		25.50		25.64

OPERATIONS STANDALONE

During the year under review, the Earnings Before Interest, Depreciation and Tax was 11.24% of Net Sales compared to 12.06% in the
previous year. The Total Revenue (excluding Other Income) for the year net of discount / rebates was Rs. 59,767.53 Lakhs as against Rs.
50,771.82 in the previous year. Profit after tax for the year was 5.40% compared to 4.30% 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. 7,228.21 Lakhs in the
Financial Year 2024-25 compared to Rs. 5,840.11 Lakhs in the previous year. Consequently, the Consolidated Profit Before Exceptional
Items and Taxes (PBT) was Rs. 4,438.78 Lakhs in the Financial Year 2024-25 compared to Rs. 2,838.31 Lakhs in the previous year.

FINANCIAL REVIEW

With the collective support of Staff and Aries Customers the
Company was able to improve its revenue from Indian Operations by
17.22% from Rs. 664.03 Crores to Rs.778.35 Crores. International
Sales have shown significant growth, which includes Sales from the
Aries Branch in Fujairah, UAE and from our Associate Company,
Amarak Chemicals FZC, UAE.

The total capacity utilization currently stands at 76.32% of the total
Installed Capacity of 95,400 MT p.a. in India. The manufacturing
unit at Fujairah, UAE has produced 8751 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 Final Dividend of 12% being Rs. 1.20/- per Equity
Share of Rs. 10/- each which is 4.84% of Net Profit for the year
ended 31^st March, 2025 (previous year 10% being Re. 1/- per Equity
Share of Rs. 10/- each which is 5.96% of Net Profit) subject to your
approval at the ensuing Annual General Meeting. The Dividend, if
approved, will result in an outflow of Rs. 156.05 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. 20,914.86 Lakhs is proposed to be retained in
the Profit and Loss Account.

FUTURE PROSPECTS:

The Year 2025-26 is the 56^th year of Aries operations. The
favourable projection of monsoons indicates positive future trend
for the agro industry. The Company is geared to address the high
demand scenario by adding to automation, warehousing and
taking steps for more stringent inventory control. We shall continue
promotion of climate proof products and expansion in the range of
plant protection products during the year. The Annual booking for
2025-26 was conducted online with participation of 1717 Dealers
from 26 States who used the Aries booking app and have placed
their bookings for Rs.830.44 crores of products to be lifted during
FY 2025-26. This is expected to achieve gross revenue of around
Rs. 950 crores in FY 2025-26.

CREDIT RATING

The Company''s Credit Rating has been reaffirmed by CRISIL Ratings on 12^th August, 2025 as under:

Facilities	By CRISIL RATINGS		By CRISIL RATINGS (REAFFIRMED)
Facilities	Amount (Rs)	Rating Action	Amount (Rs)	Rating Action	Indication/Significance
Long Term Bank Facilities(Fund Based)	150.00 Cr	CRISIL BBB / Positive(Outlook revised from âStableâ; rating Reaffirmed)	150.00 Cr	CRISIL BBB / Positive (Reaffirmed)	Instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry moderate credit risk
Short Term Bank Facilities (Non Fund Based)		CRISIL A2(Reaffirmed)		CRISIL A2(Reaffirmed)	Instruments with this rating are considered to have strong degree of safety regarding timely payment of financial obligation. Such instruments carry low credit risk
Total	150.00 Cr		150.00 Cr

The rating reflect moderate degree of safety regarding timely servicing of financial obligations.

CHANGES IN NATURE OF BUSINESS AND REVISION IN THE
BOARDâS 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:

â¢ Conducted risk assessments to identify potential hazards
within the manufacturing process.

â¢ 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).

â¢ Provided health check-ups and monitoring to detect
and address potential health issues related to the
manufacturing process, ensuring early intervention and
preventive measures.

1. PUBLIC DEPOSITS

(other than Directors) was outstanding as on 31^st March, 2025.
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 NonÂ¬
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 2022Â¬
2023. The Company achieved turnover of Rs. 390.67 Lakhs during
the Financial Year 2024-25 compared to Rs. 27.08 Lakhs in the
Previous Year. The Company has earned a Profit of Rs. 18.61
Lakhs compared to Loss of Rs. 10.01 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 Nineteenth Year of operation,
has not generated any sale as that of the previous year and has
incurred Loss of AED 19.41 Lakhs (INR 451.74 Lakhs) for the year
2024-2025 compared to AED 18.31 Lakhs (INR 415.77 Lakhs) in
the previous year, since trading revenue 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, 2025 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.

The Wholly Owned Subsidiary M/s Aries Agro Care Private Limited
has been Struck Off with effect from 27^th July, 2024, consequently
it has ceased to be a subsidiary of the Company w.e.f. 27^th July,
2024.

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

Dr. Jimmy Mirchandani (DIN 00239021), Non-Executive-NonÂ¬
Independent Director, expired on 26^th January, 2025 in Canada.

The Board expresses its deep sorrow over the sad demise of Dr.
Jimmy Mirchandani, and places on record its appreciation and
gratitude for the valuable guidance and counselling rendered by
Dr. Jimmy Mirchandani during his tenure/association with the
Company.

Dr. Shailesh Ramesh Karnik(DIN 06976928) was appointed as
a Non Executive and Independent Director of the Company with
effect from 14^th August, 2024 by the Board of Directors at their
Meeting held on 13^th August, 2024 which was approved by the
Members at the 54^th Annual General Meeting of the Company held
on 23^rd September, 2024 by passing a Special Resolution.

In the opinion of the Board Dr. Shailesh Ramesh Karnik possess
the Integrity, Expertise and Experience (including proficiency) as
required from the Independent Director.

Mr. Ramamurthy Sundaresan (DIN 00540033) was appointed as a
Non Executive and Non-Independent Director of the Company with
effect from 14^th February, 2025 by the Board of Directors at their
Meeting held on 13^th February, 2025 which was approved by the
Members through Postal Ballot on 22^nd March, 2025 by passing an
Ordinary Resolution.

Apart from the above, 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 2024. Mr. Ramamurthy
Sundaresan was appointed as a Non Executive and NonÂ¬
Independent Director of the Company with effect from 14^th February,
2025 through Postal Ballot on 22^nd March, 2025.

Pursuant to the provisions of Section 152(6) of the Companies Act,
2013, Mrs. Nitya Mirchandani(DIN 06882384), being longest as
a Director amongst the retiring Directors, to retire by rotation and
being eligible, offers herself for re-appointment. Accordingly, her
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.

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, Prof. R. S. S. Mani(DIN-00527270) who was reÂ¬
appointed as an Independent Director for a second term of 5(Five)
Years with effect from 26^th September, 2019 at the Fourty Ninth
Annual General Meeting held on 30^th September, 2019 ceased to
be a Director on 25^th September, 2024 on completion of his term.

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.

KEY MANAGERIAL PERSONNEL

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 29.05.2024, 13.08.2024, 18.09.2024, 08.11.2024, and
13.02.2025. For further details, please refer Report on Corporate
Governance of this Annual Report.

AUDIT COMMITTEE

In view of the retirement of Mr. C.B. Chhaya on 31^st March, 2024,
the Audit Committee was reconstituted with effect from 1^st April,
2024. The Committee comprised of Mr. Nrupang Bhumitra Dholakia
Chairman, Prof. R.S.S. Mani, Mrs. Nitya Mirchandani and Mr. R. V.
Balasubramaniam Iyer, Members.

Further, due to retirement of Prof. R.S.S. Mani on 25^th September,
2024, the Audit Committee was reconstituted with effect from
26^th September, 2024. The Committee comprises 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

In view of the retirement of Mr. C.B. Chhaya on 31^st March, 2024,
the Nomination and Remuneration Committee was reconstituted
with effect from 1^st April, 2024. The Committee comprised of Prof.
R.S.S. Mani, Chairman, Mr. Nrupang Bhumitra Dholakia and Mr. R.
V. Balasubramaniam Iyer, Members.

Further due to retirement of Prof. R.S.S. Mani on 25^th September,
2024, the Nomination and Remuneration Committee was
reconstituted with effect from 26^th September, 2024. 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

In view of the retirement of Mr. C. B. Chhaya on 31^st March, 2024,
the Stake Holders Relationship Committee was reconstituted
with effect from 1^st April, 2024. 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 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.

In view of the requirement of the Company from time to time the
Board of Directors of the Company at their Meeting held on 29^thMay, 2024 renamed the Treasury Committee as Administrative
Committee and the scope and terms of reference of the re-named
Committee i.e. Administrative Committee was broadened.

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 DIRECTORSâ 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.

2. DIRECTORSâ 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 âgoing 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

fnr tho financial wear¹

Non-Executive Directors	Ratio to median Remunerations	Directors Remuneration / Sitting Fees Rs. Lakhs
Dr. Jimmy Mirchandani	0.13	0.40
Mrs. Nitya Mirchandani	1.21	3.60
Prof R. S. S. Mani	0.67	2.00
Mr. Nrupang Bhumitra Dholakia	1.41	4.20
Mr. R. V. Balasubramaniam Iyer	1.21	3.60
Dr. Shailesh Ramesh Karnik	0.67	2.00
Executive Director
Dr. Rahul Mirchandani	82.67	246.65

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

Directors, Chief Financial Officer,	% Increase in Remuneration
Company Secretary	in the Financial Year
Dr. Rahul Mirchandani, CMD	--
Mr. Qaiser P. Ansari, Company Secretary & Chief Legal Officer	24.81
Mrs. Chhaya A. Worrier, Senior V.P. Finance(CFO)	18.48

3. The percentage increase in the median remuneration of
employees in the financial year; 3.85 %

4. The number of permanent employees on the rolls of
Company; 1,196.

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 10.98%
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 (âActâ) read with Rule 5(2) and 5(3) of the

Cnmnanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are as under

TOP 10 EMPLOYEES IN TERMS OF REMUNERATION DRAWN DURING THE YEAR 2024-25

Sr.

No.

NAME

DESGINATION

REMUNERATION

RECEIVED

NATURE OF
EMPLOYMENT

OTHER
TERMS &
CONDIÂ¬
TIONS

NATURE OF DUTY

QUALIFICATION
& EXPERIENCE

DATE OF

COMMENCEMENT

AGE

Last

Employment

held

% of Equity
Shares
held as on
31.03.
2025

Whether
relative
of any
Director or
Manager
and the
name
of such
Director or
Manager

DR.RAHUL
MIRCHANDANI

CHAIRMAN &

MANAGING

DIRECTOR

24,664,800

CONTRACTUAL

N.A.

MANAGING THE
AFFAIRS OF THE
COMPANY

B. Com; CFA;
MBA; Ph.D

02.02.1994

N.A.

27.29

Brother of
Dr. Jimmy
Mirchandani
& Husband
of Mrs. Nitya
Mirchandani

MR. JAYAPRADEEP
SUBRAMANIAN

DEPUTY

DIRECTOR

GENERALÂ¬

MARKETING

(SOUTHERN

REGION)

1,04,38,516

FULL TIME
EMPLOYEE

N.A.

MARKETING
& EXTENSION
ACTIVITIES FOR
SOUTHERN
REGION

M.Sc. MBA

15.11.2013

M/s Tata
Consultancy
Services,
Designation -
IT Analyst

0.05

N.A.

MR. ARUN K. TIWARI

DEPUTY
DIRECTOR
GENERAL -
MARKETING
(NORTH &
WEST INDIA)

81,73,467

FULL TIME
EMPLOYEE

N.A.

MANAGING THE
MARKETING
ACTIVITIES OF
NORTHERN
REGION

B. Sc

01.12.1992

N.A.

0.00

N.A.

MR. QAISER PARVEZ
ANSARI

COMPANY
SECRETARY &
CHIEF LEGAL
OFFICER

56,42,815

FULL TIME
EMPLOYEE

N.A.

COMPANY

SECRETARY

B. Com. LLB ACS

02.06.2008

M/s Sabero
Organics
Gujarat Ltd.,
Designation
- CS & Dy.
Gen. Manager
(Legal &
Taxation)

0.00

N.A.

MR. RAJESH GUPTA

VICE

PRESIDENTÂ¬

MARKETING

49,53,538

FULL TIME
EMPLOYEE

N.A.

MANAGING THE
MARKETING
ACTIVITIES
OF WESTERN
REGION

B.A.

06.07.2001

N.A.

0.00

N.A.

MR.SANTOSH
KUMAR PANDEY

VICE

PRESIDENTÂ¬

MARKETING

49,18,158

FULL TIME
EMPLOYEE

N.A.

MANAGING THE
MARKETING
ACTIVITIES OF
MAHARASHTRA,
NIPANI DIVISION

M. Sc (Ag)

26.05.2004

N.A.

0.00

N.A.

MR.SANKET
RAJARAM PAWAR

ASSISTANT

GENERAL

MANAGER

48,92,121

FULL TIME
EMPLOYEE

N.A.

MANAGING
DOMESTIC AND
INTERNATIONAL
PROCUREMENT

MBA-Finance

11.06.2018

N.A.

0.00

N.A.

MR.PREMRAJ
CHOUHAN

MARKETING

CONTROLLER

47,36,500

FULL TIME
EMPLOYEE

N.A.

MANAGING THE

MARKETING

ACTIVITIES

B.Sc.

10.08.1997

N.A.

0.00

N.A.

MR. BIPLOB
CHATTERJEE

CHIEF

OPERATIONS

OFFICER

45,27,136

FULL TIME
EMPLOYEE

N.A.

OVER ALL
PRODUCTION

B.Sc.

08.12.2009

M/s Jaysynth
Dye Chem,
Designation
- Production
Officer

0.00

N.A.

MR. BHAGWADAS
GANGWAR

DEPUTY

MARKETING

CONTROLLER

41,97,340

FULL TIME
EMPLOYEE

N.A.

MANAGING THE

MARKETING

ACTIVITIES

B. A.

01.04.2003

J. D. Biotech

0.00

N.A.

MRS. CHHAYA
ASHOK WARRIER

SENIOR VICE
PRESIDENT-
FINANCE (CFO)

36,97,406

FULL TIME
EMPLOYEE

N.A.

OVER ALL
FINANCE /
ACCOUNTS

B. Com.

15.01.2004

L & T Ltd

0.00

N.A.

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 2024-25

SR.

No.

NAME

DESGINATION

REMUNERATION

RECEIVED

NATURE OF
EMPLOYMENT

OTHER
TERMS &
CONDITIONS

NATURE OF
DUTY

QUALIFICATION
& EXPERIENCE

DATE OF

COMMENCEMENT

AGE

Last

Employment

held

% of
Equity
Shares
held as on
31.03.2025

Whether
relative
of any
Director or
Manager and
the name
of such
Director or
Manager

DR. RAHUL
MIRCHANDANI

CHAIRMAN &
MANAGING
DIRECTOR

24,664,800

CONTRACTUAL

N.A.

MANAGING THE
AFFAIRS OF
THE COMPANY

B. Com; CFA;
MBA; Ph.D.

02.02.1994

N.A.

27.29

Brother of
Dr. Jimmy
Mirchandani
& Husband
of Mrs. Nitya
Mirchandani

MR. JAYAPRADEEP
SUBRAMANIAN

DEPUTY

DIRECTOR

GENERALÂ¬

MARKETING

(SOUTHERN

REGION)

1,04,38,516

FULL TIME
EMPLOYEE

N.A.

MARKETING
& EXTENSION
ACTIVITIES
FOR

SOUTHERN

REGION

M.Sc. MBA

15.11.2013

M/s Tata
Consultancy
Services,
Designation -
IT Analyst

0.05

N.A.

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. 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 2023-24.

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, 2026 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.

1. 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 accords great importance to conservation of
energy. The main focus of the Company during the year was:

a. Energy Conservation measures taken:

Solar Power Generation:

Aries continues to harness renewable energy through its Solar
Power Generation Systems installed at its manufacturing units
in Mumbai, Maharashtra and Pashamylaram, Telangana. This
initiative is expected to prevent approximately 300 tons of
carbon emissions annually, equivalent to the environmental
benefit of planting around 950 trees, demonstrating our
dedication to sustainability.

Expansion of Renewable Energy Use:

Solar power generation has also been initiated at the Chhattral
unit. In addition, we also use Compressed Natural Gas (CNG)
for manufacturing processes, further enhancing energy
efficiency and reducing dependence on conventional fuels.

Employee Awareness:

Continuous efforts are being made to raise awareness among
workmen regarding the importance of energy conservation
and encouraging behavioral change to support sustainable
practices.

Continued Use of Alternative Fuel at Hyderabad Unit:

The Company continues to operate boilers at its Hyderabad
manufacturing unit using solid briquette-based fuel, an
eco-friendly alternative to diesel, in line with its ongoing
sustainability strategy.

Resource Monitoring:

Consumption of electricity, LPG, diesel, and water is closely
monitored across all units to identify inefficiencies and
optimize usage.

Operational Efficiency:

The Company ensures optimal energy usage by switching
off machinery, lighting, fans, air conditioners, and exhaust
systems when not in active use.

These initiatives reflect the Company''s sustained commitment
to environmental responsibility and efficient energy
management across its operations.

Impact of measures taken for reduction of energy consumption
and consequent impact on the cost of production of goods

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

Form -A

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

Sr. No.		Particulars	Current Year	Previous Year
Sr. No.			2024-2025	2023-2024
(a)	Purchased:-
	I.	Electricity
	(i)	Unit (KWH)	1,537,094	1,492,745
	(ii)	Total Amount (Rs)	14,590,346	15,162,421
	(iii)	Rate/Unit (Rs.)	9.46	10.16
	II	Piped Gas
	(i)	Unit(M3)	5,378	3,727
	(ii)	Total Amount (Rs)	10,912,941	8,042,324
	(iii)	Rate/Unit (Rs.)	2,029	2,158
(b)	Own Generation
	(i)	Coal	Not Applicable	Not Applicable
	(ii)	Furnace Oil - KI	-	-
	(iii)	Internal Generation Units(Generator)	10,603	873
	(iv)	Solar System Units	174,806	64,442

c. Capital Investment on Energy Conservation Equipments:-

Sr. No.	Description	For the Year ended 31^st March 2025 (Amt. in Lakhs)	For the Year ended 31^st March 2024 (Amt. in Lakhs)	Cumulative upto 31.03.2025
	Solar Power Generation System at its Manufacturing Unit at Pashamylaram, Distt: Medak	3.12	0.00	86.56
1.	Solar Power Generation System at Mumbai Unit.	0.00	65.00	65.00
2.	*Solar Power Generation System at Chhatral Manufacturing Unit	(1.70)	94.00	92.30

II. Form for disclosure of particulars with respect to
Technology Absorption, Research and Development

A) RESEARCH & DEVELOPMENT

1. Specific Areas in which Research and Development was
carried out by the Company

â¢ The company continues the in-house R&D recognition from
DSIR, reaffirming its commitment to innovation in product and
technology development.

â¢ Our ISO 9001:2015 certified Quality Management System at
Mumbai focuses on new product development and rigorous
quality control.

â¢ All manufacturing unitsâMumbai, Hyderabad, Chhatral,
Vijayawada, Lucknow, and Raipurâare equipped with state-
of-the-art laboratories to support regional product innovation
and quality assurance.

â¢ Aries has focused on crop-specific formulations, hydroponic
nutrient solutions, and customized products for international
markets, along with the adoption of emerging technologies
such as drones, mobile apps, and digitization.

â¢ Baseline R&D initiatives have been launched for urban
gardening products, organic fertilizers, customized fertilizer
formulations, farm machinery, and eco-friendly packaging
solutions.

â¢ Special emphasis is placed on standardizing QC procedures
for new product launches and modifying factory processes to
enhance product shelf life and quality. Select raw materials
are also now manufactured in-house.

â¢ The development of high-density (HD) formulations has
enabled dosage reduction and enhanced delivery efficiency.

â¢ The Company continued drone-based applications of HD
formulations, bio-stimulants, and water-solubles. Aries
launched a specialized drone training program approved by
DGCA in partnership with ITM University in Nava, Raipur

â¢ The company has launched AI/ML (Artificial Intelligence/
Machine Learning) powered soil testing devices based on
spectroscopic methods, in collaboration with reputed research
institutions.

â¢ AIMS (Aries Integrated Management System) has been
further improvised to digitize internal processes and improve
operational efficiency.

â¢ A team of extension officers conducts ongoing field trials,
soil testing, dealer/farmer interactions, and demonstrations,
offering valuable feedback from across India''s agricultural
landscape.

â¢ A dedicated in-house research farm at Raipur supports
product testing and development under real-world conditions.

â¢ Aries actively pursues collaborative R&D projects with
academic and research institutions, while also contributing to
publications in reputed agri-journals.

2. Objectives

â¢ Develop and introduce innovative technologies and products
for precision and sustainable agriculture

â¢ Improve the cost-efficiency and agronomic performance of
product manufacturing processes

â¢ Design eco-friendly, pollution-free production systems
leveraging renewable energy sources

â¢ Maintain continuous knowledge enhancement to meet
evolving market needs

â¢ Source and integrate global best practices and trends in agriÂ¬
inputs and product development

â¢ Promote environmentally sustainable crop management
approaches for modern agriculture

3. Benefits Derived from R&D Initiatives

â¢ Enhanced productivity and quality, with significant cost
savings both at the company''s and customers'' end

â¢ Achieved cost reduction, import substitution, and improved
environmental compliance

â¢ Fulfilment of statutory and regulatory requirements

â¢ Demonstration and validation of a residue-free urban farm
model to promote healthy food practices

â¢ Supported market expansion with new product categories and
increased reach

â¢ Significant growth in product portfolio

4. Future Plan of Action

â¢ Develop and manufacture country-specific customized
micronutrient fertilizers for the export market

â¢ Expand into urban markets, targeting hobby growers and city-
based farming solutions

â¢ Innovate in suspension liquids and controlled-release fertilizer
technologies

â¢ Enhance manufacturing processes to make them more
environmentally sustainable and pollution-free

â¢ Explore new opportunities in protected cultivation and
precision agriculture segments

â¢ Continue scientific research, pilot-scale development, and
field trials to support new product

5. Expenditure on R & D

Sr. No.	Description	For the Year ended 31^st March 2025 (Amt. in Lakhs)	For the Year ended 31^st March 2024 (Amt. in Lakhs)
I)	Capital(Laboratory Equipments)	15.96	9.59
II)	Recurring	261.76	236.74
	Total	277.73	246.33
	Total R&D expenditure as a % of
	a) Gross Turnover	0.36	0.37
	b) Net Turnover	0.46	0.49

B1. TECHNOLOGY ABSORPTION, ADAPTATION AND
INNOVATION

The Management continues to prioritize productivity
enhancement and the implementation of Total Quality
Management (TQM) practices to optimize manufacturing
costs. The Company maintains its ISO 9001:2015 certification,
reflecting its commitment to internationally recognized quality
standards.

B2. Benefits

These initiatives have contributed to achieving optimal
manufacturing costs, improving product quality, and enhancing
overall customer satisfaction. The Company continues to rely
on indigenous technology for its operations.

In addition, efforts are continually made to upgrade processes
and adopt relevant innovations to strengthen operational
efficiency. The Company fosters a culture of continuous
improvement through employee training, process audits, and
benchmarking against industry best practices.

B3. The Company has not imported any technology during the
year under review.

C. Foreign Exchange Earnings and Outgo

In line with the company''s strategic objective to expand
its global footprint, several initiatives were undertaken to
enhance export volumes and develop new international
markets. These efforts have yielded positive outcomes,
with a steadily growing client base across diverse regions
including Australia, Brazil, New Zealand, Nigeria, Nepal,
the Philippines, Taiwan, the United Arab Emirates and other
emerging markets. This geographical diversification has not
only strengthened the company''s market presence but also
mitigated risks associated with over-dependence on any
single region. The growth in international sales has been
particularly noteworthy, supported significantly by increased
contributions from our branch at Aries Fujairah, UAE, as well
as from our associate company, Amarak Chemicals FZC,
also based in the UAE. These developments underscore
the effectiveness of our international business strategy and
position the company well for continued global expansion.

1. Total Foreign Exchange used and earned:

Used: Rs. 44,35,49,426/-
Earned: Rs. 1,52,42,568/-
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
âRelated Party Disclosuresâ 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 31,2025 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 REPORTS
Statutory 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^thSeptember, 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 2023-2024.

The due date for filing the Cost Audit Reports in XBRL mode for the
financial year ended March 31, 2024 was 17^th October, 2024. The
Cost Audit Reports were filed by the Cost Auditor on 5^th October,

2024 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,

2025 by the Board of Directors on 13^th August, 2024 after ensuring
their eligibility and obtaining the letter of eligibility from them.

The Company''s Cost Audit for the Financial Year 2024-2025 has
been completed and the Cost Audit Report will be filed with MCA
within stipulated time.

Secretarial Auditors

The Board appointed Mr. A. Sekar, Practising Company Secretary,
to conduct Secretarial Audit for the financial year 2024-2025.
The Secretarial Audit Report for the financial year ended March
31,2025 is annexed herewith and marked as Annexure-III to this
Report.

The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

Further, in terms of the SEBI (Listing Obligations & Disclosure
Requirements) (Third Amendment) Regulation, 2024, the Board has
recommended appointment of Mr. A. Sekar, Company Secretary
in Wholetime Practice, having Membership No. ACS-8649 and
Certificate of Practice(CP) No. 2450 and also having a valid Peer
Review Certificate as the Secretarial Auditors of the Company for
a term of Five (5) consecutive Financial Years commencing from
April 1, 2025 till March 31, 2030. The appointment will be subject
to Shareholder''s approval at the ensuing AGM. Accordingly, his
appointment forms part of the Notice of ensuing Annual General
Meeting

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 2024-2025 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 26^th May, 2025 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. There were no Sexual Harassment
Complaints during the year under review. The details as required
by under the Act and Rules as under:

Number of Sexual Harassment Complaints Received	NIL
during the Year
Number Complaints Disposed Of during the Year	NIL
Number cases pending for more than 90 days	NIL

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:

Maternity Leave Provisions	26 weeks paid leave
Salary and Benefits	Full Salary paid during the Maternity Leave
Related Employee entitlements	As per the Maternity Benefit Act, 1961

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.

Referring to the Previous Year''s Board''s Report, classification of
Micronutrients relating to the Sanand Unit in the state of Gujarat
is pending before Customs, Excise and Service Tax Appellate
Tribunal(CESTAT) at Ahmedabad and the matter is yet to be heard.

The Commissioner of Central GST & Central Excise had passed
an order against the Company for Mumbai facilities. However, the
Company successfully defended these Orders before CESTAT,
Mumbai and the Apex Court dismissed the Appeal filed by the
Department against the Order passed by CESTAT, Mumbai.
Since the matters before CESTAT Ahmedabad are identical i.e.
Classification, the Company is confident of obtaining favourable
Orders in these matters too and does not foresee any material
impact. The matter is yet to be heard.

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:

Nature of Dues	Period to which payment relates	Forum where the dispute is pending	Particulars of Dispute	Tax Outstanding Rs.	Current Status
Income Tax	2011-12	High Court of Bombay	(1) Transfer Pricing adjustment (2) Disallowance u/s 2(24)(x) r.w.s. 36(1)(va)	2,12,74,249	The High Court passed their Order dated 26.03.2025 allowing withdrawal of the Appeal by the Department.
Income Tax	2017-18	Commissioner of Income Tax (Appeal)-Mumbai	Addition u/s 68 r.w.s 115BBE	5,05,07,376	The ITAT vide Order dated 30.04.2025 has confirmed the Order dated 26.11.2024 of CIT(Appeals) allowing our Appeal and setting aside the Tax Demand including interest etc totaling to Rs. 5,05,07,376/-
Income Tax	2021-22	Commissioner of Income Tax (Appeal)-Mumbai	Adhoc (30%) disallowance of Some Expenses	9,74,72,850	Appeal admitted and pending before CIT(Appeals), Mumbai
Goods & Service Tax	2018-19	Commissioner of Goods & Service Tax (Appeal)- Mumbai	Input Tax Credit claimed and availed from Suppliers whose Registration Certificates were cancelled by the Department.	1,67,27,886 2,12,44,416 (Interest) 16,72,788 (Penalty)	Appeal admitted and pending before Commissioner(Appeals)
Goods & Service Tax	2020-21	Commissioner of Goods & Service Tax (Appeal)- Vijayawada (Guntur)	Difference in Tax Liability between GSTR-1, GSTR-3B & E-Way	1,17,26,023 1,17,26,023 (Penalty)	Appeal admitted and pending before Commissioner(Appeals), Guntur/Vijayawada
Central Excise & Customs	March 2011 to October 2012	Central Excise & Service Tax Appellate Tribunal (CESTAT)-Ahmedabad	Classification of Micronutrients Fertilizers	3,81,04,558 3,81,04,558(Penalty)	Appeal filed before the CESTAT, Ahmedabad and the same is pending.
Central Excise & Customs	June 2005 to Jun 2017	Central Excise & Service Tax Appellate Tribunal (CESTAT)-Mumbai	Classification of Micronutrients Fertilizers	4,79,90,362	Appeal filed before the CESTAT, Mumbai and the same is pending.
Central Excise & Customs	October 2012 to Jun 2017	Central Excise & Service Tax Appellate Tribunal (CESTAT)-Ahmedabad	Classification of Micronutrients Fertilizers	13,84,20,563 13,84,20,563 (Penalty)	Appeal filed before the CESTAT, Ahmedabad and the same is pending.
Central Excise & Customs	Feb 2012 to Dec 2012	Central Excise & Service Tax Appellate Tribunal (CESTAT)-Mumbai	Classification of Micronutrients Fertilizers	81,84,792	Appeal filed before the CESTAT, Mumbai and the same is pending.

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.

1. 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,

Dr. Rahul Mirchandani
Place: Mumbai Chairman & Managing Director

Date: 13^th August, 2025 DIN-00239057

Mar 31, 2024

Your Directors have pleasure in presenting their 54^th Annual Report on the operations of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March, 2024.

Financial Performance

(Rupees in Lakhs unless stated otherwise)

Particulars	Standalone				Consolidated
Particulars	Year Ended 31st March, 2024		Year Ended 31st March, 2023		Year Ended 31st March, 2024		Year Ended 31st March, 2023
Revenue from Operations		66,403.63		60,996.84		67,285.64		61,233.96
Less :- Discount / Rebates		15,631.82		14,008.63		15,639.88		14,010.37
		50,771.82		46,988.20		51,645.75		47,223.59
Other Income		634.36		1,328.19		297.18		883.95
Total Revenue (including Other Income)		51,406.18		48,316.39		51,942.93		48,107.54
Less :- Operating Expenses (excluding Finance Cost & Depreciation)		45,283.51		42,305.05		46,102.82		42,449.10
Profit Before Tax, Interest & Depreciation		6,122.66		6,011.34		5,840.11		5,658.44
Less :- Finance Costs	2,199.25		2,313.71		2,228.17		2,338.01
Depreciation & Amortisation Expense	742.89		762.07		773.64		783.87
		2,942.13		3,075.78		3,001.81		3,121.89
Profit Before Tax		3,180.53		2,935.56		2,838.31		2,536.56
Less :- Current Tax	899.00		533.00		903.51		544.34
Mat Credit Entitlement	-		-		(15.30)		(0.55)
Tax relating to earlier periods	26.72		51.66		27.36		51.68
Deferred Tax	73.55		327.43		82.79		348.14
		999.27		912.08		998.36		943.60
Profit After Tax		2,181.26		2,023.48		1,839.94		1,592.95
Add / (Less) :- Share of Profit / (Loss) of Associates		-		-		-		-
Profit for the year		2,181.26		2,023.48		1,839.94		1,592.95
Less :- Non-Controlling Interest		-		-		(48.94)		(119.98)
Profit for the year attributable to Owners of the Parent		2,181.26		2,023.48		1,888.89		1,712.93
Balance brought forward		15,768.72		13,849.28		15,558.96		13,948.83
Add / (Less) :- Foreign Currency Translation Reserve		-		-		(62.45)		1.24
Amount available for Appropriation		17,949.98		15,872.76		17,385.40		15,663.00
Less :- Dividend Proposed / Paid	130.18		104.04		130.18		104.04
Tax on Dividend Proposed	-		-		-		-
Provision for Doubtful Debts	-		-		-		-
		130.18		104.04		130.18		104.04
Surplus carried forward to Balance Sheet		17,819.80		15,768.72		17,255.22		15,558.96

Particulars	PERCENTAGE (%) TO GROSS SALES
	Standalone				Consolidated
	Year Ended		Year Ended		Year Ended		Year Ended
	31st March, 2024		31st March, 2023		31st March, 2024		31st March, 2023
Revenue from Operations		100.00		100.00		100.00		100.00
Less :- Discount / Rebates		23.54		22.97		23.24		22.88
		76.46		77.03		76.76		77.12
Other Income		0.96		2.18		0.44		1.44
Total Revenue (including Other Income)		77.41		79.21		77.20		78.56
Less :- Operating Expenses (excluding Finance Cost & Depreciation)		68.19		69.36		68.52		69.32
Profit Before Tax, Interest & Depreciation		9.22		9.86		8.68		9.24
Less :- Finance Costs	3.31		3.79		3.31		3.82
Depreciation & Amortisation Expense	1.12		1.25		1.15		1.28
		4.43		5.04		4.46		5.10
Profit Before Tax		4.79		4.81		4.22		4.14
Less :- Current Tax	1.35		0.87		1.34		0.89
Mat Credit Entitlement	-		-		(0.02)		(0.00)
Tax relating to earlier periods	0.04		0.08		0.04		0.08
Deferred Tax	0.11		0.54		0.12		0.57
		1.50		1.50		1.48		1.54
Profit After Tax		3.28		3.32		2.73		2.60
Add / (Less) :- Share of Profit / (Loss) of Associates		-		-		-		-
Profit for the year		3.28		3.32		2.73		2.60
Less :- Non-Controlling Interest		-		-		(0.07)		(0.20)
Profit for the year attributable to Owners of the Parent		3.28		3.32		2.81		2.80
Balance brought forward		23.75		22.70		23.12		22.78
Add / (Less) :- Foreign Currency Translation Reserve		-		-		(0.09)		0.00
Amount available for Appropriation		27.03		26.02		25.84		25.58
Less :- Dividend Paid	0.20		0.17		0.19		0.17
Tax on Dividend Proposed	-		-		-		-
Provision for Doubtful Debts	-		-		-		-
		0.20		0.17		0.19		0.17
Surplus carried forward to Balance Sheet		26.84		25.85		25.64		25.41

OPERATIONS STANDALONE

During the year under review, the Earnings Before Interest, Depreciation and Tax was 12.06 % compared to 12.79% in the previous year. The Total Revenue (excluding Other Income) for the year net of discount / rebates was Rs. 50,771.82 Lakhs as against Rs. 46,988.20 in the previous year. Profit after tax for the year was 4.30 % compared to 4.31% 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. 5,840.11 Lakhs in the Financial Year 2023-24 compared to Rs. 5,658.44 Lakhs in the previous year. Consequently, the Consolidated Profit Before Exceptional Items and Taxes (PBT) was Rs. 2,838.31 Lakhs in the Financial Year 2023-24 compared to Rs. 2,536.56 Lakhs in the previous year.

FINANCIAL REVIEW

With the collective support of Staff and Aries Customers the Company was able to improve its revenue from Indian operations by 8.86% from Rs. 609.97 Crores to Rs.664.03 Crores. International sales have showed significant growth from the Aries branch in Fujairah, UAE and from our Associate Company, Amarak Chemcials FZC, UAE.

The total capacity utilization currently stands at 72.61% of the total installed capacity of 95,400 MT p.a. in India. The manufacturing unit at Fujairah, UaE has produced 6184.90 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 Final Dividend of 10% being Re. 1/- per Equity Share of Rs. 10/- each which is 5.96 % of Net Profit for the year ended 31⁵¹March, 2024 (previous year 10% being Rs. 1.00 per Equity Share of Rs. 10/- each which is 6.43% of Net Profit) subject to your approval at the ensuing Annual General Meeting. The Dividend, if approved, will result in an outflow of Rs. 130.04 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. 17,819.80 Lakhs is proposed to be retained in the Profit and Loss Account.

FUTURE PROSPECTS:

The Year 2024-25 is the 55^th Emerald Jubilee year of Aries operations. The favourable projection of monsoons due to transition to La-Nina phenomenon indicates positive future trend for the agro industry. After an erratic monsoon year, the Company is geared to address the high demand scenario by adding to automation, warehousing and taking steps for more stringent inventory control. We shall continue promotion of climate proof products and expansion in the range of plant protection products during the year. The Annual booking for 2024-25 was conducted online with participation of 1555 Dealers from 26 States who used the Aries booking app and have placed their bookings for Rs.835.10 crores of products to be lifted during FY 2024-25. This is expected to achieve gross revenue of around Rs.800 crores in FY 2024-25.

CREDIT RATING

The Company''s Credit Rating has been revised by CRISIL Ratings on 27^th March 2024 as under''

Facilities	By CRISIL RATINGS		By CRISIL RATINGS (REVISED)
	Amount (Rs)	Rating Action	Amount (Rs)	Rating Action	Indication/Significance
Long Term Bank Facilities (Fund Based)	150.00 Cr	CRISIL BBB /Stable (Reaffirmed)	150.00 Cr	CRISIL BBB / Positive (Outlook revised from âStable"; rating Reaffirmed)	Instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry moderate credit risk
Short Term Bank Facilities(Non Fund Based)		CRISIL A2 (Reaffirmed)		CRISIL A2 (Reaffirmed)	Instruments with this rating are considered to have strong degree o'' safety regarding timely payment of financial obligation. Such instruments carry low credit risk
Total	150.00 Cr		150.00 Cr

CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARDâS 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.

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:

â¢ Conducted risk assessments to identify potential hazards within the manufacturing process.

â¢ 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).

â¢ Provided health check-ups and monitoring to detect and address potential health issues related to the manufacturing process, ensuring early intervention and preventive measures.

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, 2024. 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 four Subsidiaries out of which three are NonMaterial Indian Subsidiaries viz Aries Agro Care Private Limited, Aries Agro Equipments Private Limited and Mirabelle Agro Manufacturing Private Limited and one foreign subsidiary namely Golden Harvest Middle East FZC.

The operations of Aries Agro Care Pvt. Ltd. commenced in the Financial Year 2008-09 but discontinued the activity in the financial year 2012-13 due to extremely volatile nature of seeds business and had no business activity in the financial year 2023-2024. The Company incurred expenses to the tune of Rs. 0.37 Lakhs for the Financial Year. Upon filing of the Application in Form STK-2 for Strike Off with MCA, the Wholly Owned Subsidiary M/s Aries Agro Care Private Limited has been Struck Off with effect from 27^th July, 2024.

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. 27.08 Lakhs compared to Rs. 42.35 Lakhs in the Previous Year. The Company has incurred a Loss of Rs. 10.01 Lakhs compared to Profit of Rs. 3.52 Lakhs in the Previous Year.

The rating reflect moderate degree of safety regarding timely servicing of financial obligations.

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. 1,371.96 Lakhs as compared to Rs. 1,618.72 Lakhs in the Previous Year. The Company has earned a Profit of Rs. 28.89 Lakhs during the Financial Year 2023-24 as compared to the Profit of Rs. 80.42 Lakhs in the Previous Year. The Company has constructed its own Manufacturing Facility at the Land it bought last year at Village: Rajpur, Taluka- Kadi, Distt- Mehsana, Gujarat and has started the production activities w.e.f. 28^th May, 2024.

he above three 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 Eighteenth Year of operation, has not generated any sale as that of the previous year and has incurred Loss of AED 18.31 Lakhs Lakhs (INR 415.77 Lakhs) for the year 2023-2024, since trading revenue did not materialize for commercial 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, 2024 of Golden Harvest Middle East FZC., Aries Agro Care Private Limited, 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 Unlisted 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.

There are no other Companies which have become or ceased to be a Subsidiary, Joint Venture or Associate Companies during the year. Upon filing of the Application in Form STK-2 for Strike Off with MCA, the Wholly Owned Subsidiary M/s Aries Agro Care Private Limited has been Struck Off with effect from 27^th July, 2024.

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

Mr. R. V. Balasubramaniam Iyer was appointed as a Non Executive and Independent Director with effect from 1^st February, 2024 by the Board of Directors at their Meeting held on 10^th August, 2023 which was approved by the Members at the 53^rd Annual General Meeting of the Company held on 29^th September, 2023 by passing a Special Resolution.

In the opinion of the Board Mr. Iyer possess the Integrity, Expertise and Experience (including proficiency) as required from the Independent Director.

Mr. C. B. Chhaya(DIN-00968966) completed his term as an Independent Director on 31^st March, 2024 and ceased to be a Director of the Company. The Board of Directors express their deep appreciation and gratitude to Mr. C. B. Chhaya for his contribution during his long tenure of more than 14 Years with the Company.

Apart from the above, there were no changes in the Composition of the Board of Directors during the year under review.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Nitya Mirchandani(DIN 06882384) Director retires by rotation and being eligible, offers herself for re-appointment. Accordingly, her 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.

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, Prof. R. S. S. Mani(DIN-00527270) who was reappointed as an Independent Director for a second term of 5(Five) Years with effect from 26^th September, 2019 at the Fourty Ninth Annual General Meeting held on 30^th September, 2019 will be retiring on 25^th September, 2024 as his term will expire on 25^th September, 2024.

Pursuant to the recommendation of the Nomination and

Remuneration Committee, the Board of Directors at their Meeting held on 13^th August, 2024, appointed Dr. Shailesh Ramesh Karnik(DIN 06976928), as an Additional (Independent) Director with effect from 14^th August, 2024, to hold office till the date of the ensuing Annual General Meeting of the Company. The Company received a notice in writing from a Member under the provisions of Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director.

Pursuant to the recommendation of the Nomination and

Remuneration Committee of the Company, Dr. Shailesh Ramesh Karnik(DIN 06976928) was appointed as an Independent Director of the Company, not liable to retire by rotation, by the Board of Directors at their Meeting held on 13^th August, 2024 for a term of 5 (five) consecutive years with effect from 14^th August, 2024 up to 13^th August, 2029, subject to the approval of the Members by way of Special Resolution.

Accordingly, the appointment of Dr. Shailesh Ramesh Karnik as an Independent Director forms part of the Agenda and the proposed Resolution is set out at Item Nos. 4 & 5 of the Notice.

In the opinion of the Board, Mr. Shailesh Ramesh Karnik is a person of integrity, possesses the expertise in various areas. He is professionally qualified Chief Executive Officer, Chief of Staff, Strategist, M&A Specialist and Legal Consultant. He has over 28 years of experience in the field of Business Management and Operations and has been associated with various Prominent Companies and is proficient in his role and 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.

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.

KEY MANAGERIAL PERSONNEL

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 23.05.2023, 10.08.2023, 13.09.2023, 08.11.2023, and 14.02.2024. For further details, please refer Report on Corporate Governance of this Annual Report.

AUDIT COMMITTEE

There were no changes in the Audit Committee during the year under review. The Committee comprised of Mr. C. B. Chhaya, Chairman, Prof. R. S. S. Mani, Mrs. Nitya Mirchandani and Mr. Nrupang Bhumitra Dholakia, Members.

In view of the retirement of Mr. C. B. Chhaya on 31^st March, 2024, the Audit Committee has been reconstituted with effect from 1^st April, 2024. The Committee comprises of Mr. Nrupang Bhumitra Dholakia, Chairman, Prof. R. S. S. Mani, Mrs. Nitya Mirchandani and Mr. R. V. Balasubramaniam Iyer, 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 were no changes in the Nomination and Remuneration Committee during the year under review. The Committee comprised of Prof. R. S. S. Mani, Chairman, Mr. C. B. Chhaya, and Mr. Nrupang Bhumitra Dholakia, Members.

In view of the retirement of Mr. C. B. Chhaya on 31^st March, 2024, the Nomination and Remuneration Committee has been reconstituted with effect from 1^st April, 2024. The Committee comprises of Prof. R. S. S. Mani, Chairman, Mr. Nrupang Bhumitra Dholakia and Mr. R. V. Balasubramaniam Iy, Members.

For further details, please refer Report on Corporate Governance of this Annual Report.

STAKE HOLDERS RELATIONSHIP COMMITTEE

There was no change in the Stake Holders Relationship Committee during the year under review. The Committee comprised of Mr. C. B. Chhaya(Chairman), Dr. Rahul Mirchandani and Mrs. Nitya Mirchandani.

In view of the retirement of Mr. C. B. Chhaya on 31^st March, 2024, the Stake Holders Relationship Committee has been reconstituted with effect from 1 ^st April, 2024. 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

There was no change in the 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.

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 DIRECTORSâ 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 and the same is re-produced in the Report on Corporate Governance.

DIRECTORSâ RESPONSIBILITY STATEMENTS

Pursuant to the requirements of Section 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 âgoing 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;

Non-Executive Directors	Ratio to median Remunerations	Directors Remuneration / Sitting Fees Rs. Lakhs
Dr. Jimmy Mirchandani	0.28	0.80
Mrs . Nitya Mirchandani	1.04	3.00
Prof R. S. S. Mani	1.18	3.40
Mr. Chakradhar Bharat Chhaya	1.25	3.60

Non-Executive Directors	Ratio to median Remunerations	Directors Remuneration / Sitting Fees Rs. Lakhs
Mr. Nrupang Bhumitra Dholakia	1.32	3.80
Mr. R. V. Balasubramaniam Iyer	0.21	0.60
Executive Directors
Dr. Rahul Mirchandani	85.85	246.65

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

Directors, Chief Financial Officer, Company Secretary	% Increase in Remuneration in the Financial Year
Dr. Rahul Mirchandani, CMD	--
Mr. Qaiser P. Ansari, Company Secretary &	12.85
Chief Legal Officer
Mrs. Chhaya A. Warrier, Senior V.P.	(4.18)
Finance(CFO)

3. The percentage increase in the median remuneration of employees in the financial year; (3.79) %

4. The number of permanent employees on the rolls of Company; 1,123

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 12.30% 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 (âActâ) 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 2023-24

Sr.

No.

NAME

DESGINATION

REMUNERATION RECEIVED

NATURE OF EMPLOYMENT

OTHER TERMS & CONDITIONS

NATURE OF DUTY

QUALIFICATION & EXPERIENCE

DATE OF COMMENCEMENT

AGE

Last Employment held

% of Equity Shares held as on 31.03. 2022

Whether relative of any Director or Manager and the name of such Director or Manager

DR.RAHUL MIRCHANDANI

CHAIRMAN & MANAGING DIRECTOR

24,664,800

CONTRACTUAL

N.A.

MANAGING THE AFFAIRS OF THE COMPANY

B. Com; CFA; MBA; Ph.D

02.02.1994

N.A.

26.59

Brother of Dr. Jimmy Mirchandani & Husband of Mrs. Nitya Mirchandani

MR.

JAYAPRADEEP

SUBRAMANIAN

SENIOR CHIEF MARKETING CONTROLLER (SOUTHERN REGION)

11,221,889

FULL TIME EMPLOYEE

N.A.

MARKETING & EXTENSION ACTIVITIES FOR SOUTHERN REGION

M.Sc. MBA

15.11.2013

M/s Tata Consultancy Services, Desgn - IT Analyst

0.05

N.A.

MR. ARUN K. TIWARI

SENIOR CHIEF MARKETING CONTROLLER (NORTH & WEST INDIA)

7,280,450

FULL TIME EMPLOYEE

N.A.

MANAGING THE MARKETING ACTIVITIES OF NORTHERN REGION

B. Sc

01.12.1992

N.A.

0.00

N.A.

MR. SANTOSH KUMAR PANDEY

VICE PRESIDENT (MARKETING)

5,274,629

FULL TIME EMPLOYEE

N.A.

MANAGING THE MARKETING ACTIVITIES OF MAHARASHTRA, NIPANI DIVISION

M. Sc (Ag)

26.05.2004

N.A.

0.00

N.A.

MR. QAISER PARVEZ ANSARI

COMPANY SECRETARY & CHIEF LEGAL OFFICER

4,520,981

FULL TIME EMPLOYEE

N.A.

COMPANY

SECRETARY

B. Com. LLB ACS

02.06.2008

M/s Sabero Organics Gujarat Ltd., Desgn - CS & Dy.Gen. Manager (Legal & Taxation)

0.00

N.A.

MR. BIPLOB CHATTERJEE

CHIEF

OPERATIONS

OFFICER

4,110,980

FULL TIME EMPLOYEE

N.A.

OVER ALL PRODUCTION

B.Sc.

08.12.2009

M/s Jaysynth Dye Chem, Desgn -Production Officer

0.00

N.A.

MR. RAJESH GUPTA

JOINT VICE PRESIDENTMARKETING

4,067,010

FULL TIME EMPLOYEE

N.A.

MANAGING THE MARKETING ACTIVITIES OF WESTERN REGION

B.A.

06.07.2001

N.A.

0.00

N.A.

MR. PREMRAJ CHAUHAN

MARKETING

CONTROLLER

3,996,196

FULL TIME EMPLOYEE

N.A.

MANAGING THE

MARKETING

ACTIVITIES

B.Sc.

10.08.1997

N.A.

0.00

N.A.

MR.

BHAGWADAS

GANGWAR

DEPUTY

MARKETING

CONTROLLER

3,773,278

FULL TIME EMPLOYEE

N.A.

MANAGING THE

MARKETING

ACTIVITIES

B. A.

01.04.2003

J. D. Biotech

0.00

N.A.

MR. DEVENDRA TIWARI

VICE PRESIDENT (OPERATIONS)

3,575,773

FULL TIME EMPLOYEE

N.A.

MANAGING THE MARKETING ACTIVITIES OF THE CENTRAL REGION

M.Sc

02.01.2002

M/s Valace Agrochemical Ltd

0.00

N.A.

MRS. CHHAYA

ASHOK

WARRIER

SR. VICE PRESIDENT-FINANCE

3,120,826

FULL TIME EMPLOYEE

N.A.

OVER ALL FINANCE / ACCOUNTS

B. Com.

15.01.2004

L & T Ltd

0.00

N.A.

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 2023-24

SR.

No.

NAME

DESGINATION

REMUNERATION RECEIVED

NATURE OF EMPLOYMENT

OTHER TERMS & CONDITIONS

NATURE OF DUTY

QUALIFICATION & EXPERIENCE

DATE OF COMMENCEMENT

AGE

Last Employment held

% of Equity Shares held as on 31.03.2022

Whether relative of any Director or Manager and the name of such Director or Manager

DR.RAHUL MIRCHANDANI

CHAIRMAN & MANAGING DIRECTOR

24,664,800

CONTRACTUAL

N.A.

MANAGING THE AFFAIRS OF THE COMPANY

B. Com; CFA; MBA; Ph.D

02.02.1994

N.A.

26.59

Brother of Dr. Jimmy Mirchandani & Husband of Mrs. Nitya Mirchandani

MR.

JAYAPRADEEP

SUBRAMANIAN

SENIOR CHIEF MARKETING CONTROLLER (SOUTHERN REGION)

11,221,889

FULL TIME EMPLOYEE

N.A.

MARKETING & EXTENSION ACTIVITIES FOR SOUTHERN REGION

M.Sc. MBA

15.11.2013

M/s Tata Consultancy Services, Desgn - IT Analyst

0.05

N.A.

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. 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 2023-24.

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, 2025 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 accords great importance to conservation of energy. The main focus of the Company during the year was:

a. Step taken by the Company for utilizing alternate sources of Energy:-

i. We have installed 160 kw solar panel facility to fully power our Mumbai Factory and Head Office with clean energy. This initiative will prevent 150 tons of carbon emissions, equivalent to planting 450 trees, thus contributing to our commitment to sustainable practices. Aries continues power generation through its Solar Power Generation System at its manufacturing unit at Pashamylaram, Dist. Medak, Telangana

ii. Creating awareness among Workmen to conserve energy

iii. Conversion of boilers in Hyderabad Unit from diesel to solid briquette based fuel.

iv. Close monitoring of consumption of electricity, LPG, Diesel and water.

v. Optimum use of Energy by Switching off Machines, Lights, Fans, Air Conditioners and Exhaust Systems whenever not required.

vi. Exclusive use of CNG for manufacturing at Chhatral Unit

b. Capital Investment on Energy Conservation Equipments:-

Sr. No.	Description	For the Year ended 31" March 2024 (Amt. in Lakhs)	For the Year ended 31" March 2023 (Amt. in Lakhs)	Cumulative upto 31.03.2024
1.	Solar Power Generation System at its Manufacturing Unit at Pashamylaram, Distt: Medak	0.00	0.00	83.44
2.	Solar Power Generation System at Mumbai Unit.	65.00	0.00	65.00
3.	*Solar Power Generation System at Chhatral Manufacturing Unit	94.00	0.00	94.00

*The Solar Power Generation System at Chhatral Manufacturing Unit is yet to be commissioned.

Impact of measures taken for reduction of energy consumption and consequent impact on the cost of production of goods

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

Form -A

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

Sr. No.	Particulars		Current Year	Previous Year	Previous Year
Sr. No.	Particulars		2023-2024	2022-2023	2022-2023
(a)	Purchased:-
	I.	Electricity
	(i)	Unit (KWH)	1,492,745	1,496,485	1,496,485
	(ii)	Total Amount (Rs)	15,162,421	14,307,840	14,307,840
	(iii)	Rate/Unit (Rs.)	10.16	9.56	9.56
	II	Piped Gas
	(i)	Unit(M3)	3,727	4,592	175,163
	(ii)	Total Amount (Rs)	8,042,324	10,249,209	10,249,209
	(iii)	Rate/Unit (Rs.)	2,157.71	2,231.80	58.51

Sr. No.		Particulars	Current Year	Previous Year	Previous Year
			2023-2024	2022-2023	2022-2023
(b)	Own Generation
	(i)	Coal	Not Applicable	Not Applicable	Not Applicable
	(ii)	Furnace Oil - KI	-	-	-
	(iii)	Internal Generation Units(Generator)	873	125	125
	(iv)	Solar System Units	64,441.60	44,392	44,392

Note: Financial Year 2022-23 the piped gas consumption was

quantified in SCM which has now been changed to MMBTU effective

from FY 23-24

II. Form for disclosure of particulars with respect to Technology Absorption, Research and Development

(A) RESEARCH AND DEVELOPMENT:

1. Specific Areas in which Research and Development was carried out by the Company.

â¢ The Company has received in house R & D recognition from DSIR and is continuously striving to launch / introduce innovative products / technologies in the field.

â¢ The Company''s Quality Management System at Mumbai is ISO 9001:2015 certified and works on new product development and continuous quality checks.

â¢ All our manufacturing units viz. at Mumbai, Hyderabad, Chhatral, Vijayawada, Lucknow and Raipur has been equipped with a state of art laboratory to keep pace with the Company''s expansion in that region.

â¢ In the last few years, the Company has been focusing on Crop specific formulations, hydroponic nutrient formulations and specific formulations for international markets and new technologies in agriculture like drones, apps and digitization.

â¢ Baseline R&D work has been initiated on new agri-input products like nano fertilizers, organic fertilizers, different form of fertilizer formulations, farm machineries and environment friendly product packaging options.

â¢ Emphasis is also given on standardizing the QC procedures for the new products launched.

â¢ Factory procedures are being modified to increase the shelf life and quality of various products. Self-manufacturing of some raw materials is also being done.

â¢ New High Density formulations have been developed to achieve reduction in dosage.

â¢ The Company has started using Drones to spray High Density (HD) formulations, bio-stimulants and other water solubles as per crop based requirements.

â¢ The Company has introduced AI/ML (Artificial Intelligence/ Machine Learning) based soil testing devices in collaboration with research institutions.

â¢ AIMS (Aries Information Management System) has been developed in line with the digitization policy of the company for efficient process management.

â¢ Our team of extension officers conduct continuous field demonstrations and field trials alongwith large scale soil testing, dealer / farmer meetings, field days, etc. which provides constant updates on market demand and technical requirements across all states in India in the agri sector

â¢ To supplement the extension activities a dedicated in house research farm has been set up at Raipur, is used to carry out research for the new products being developed.

â¢ There is a continuous focus on co development projects with Educational and Research Institutions in relevant areas, which continues across India alongwith publications in various reputed agri journals.

2. Objectives

â¢ Innovate and develop products/ technologies ideally suited for sustainable and precision agriculture

â¢ Design and Develop new manufacturing processes to improve the cost effectiveness of the products as well as their agronomical efficiency.

â¢ Develop production processes that utilize renewable energy and are pollution free.

â¢ Ensure continuous updation of in house knowledge required to develop products and services for the company.

â¢ Source worldwide information related to product development and agriculture best practices

â¢ Develop new age environmental friendly crop management techniques

3. Benefits derived as a result of the above efforts.

â¢ Improvement in productivity/quality and reduction in cost of production of Company''s Plants and at Customer''s end.

â¢ Cost reduction, import substitution, safer environment and strategic resource management.

â¢ Meeting the statutory requirements.

â¢ Demonstration of a Sustainable urban farm set up to address the issue of residue free healthy food.

â¢ Market Expansion

â¢ Increase in number of products

4. Future Plan of Action :

â¢ Development and manufacturing of country specific customized micronutrient fertilizers for exports

â¢ Develop new urban markets for hobby growers.

â¢ Development of suspension liquids and controlled release fertilizers.

â¢ Modification of manufacturing process to make it pollution free.

â¢ To develop new markets in the Protected Cultivation and Precision Agriculture sector.

â¢ Conducting scientific research and studies, pilot scale development, trial and testing for development of new products, new process development, improvement in the existing production process, etc

5. Expenditure on R & D

Sr. No.	Description		For the Year ended 31^st March 2024 (Amt. in Lakhs)	For the Year ended 31^st March 2023 (Amt. in Lakhs)
I)	Capital(Laboratory Equipments)		9.69	16.07
II)	Recurring		236.74	316.12
	Total		246.33	332.18
	Total R&D expenditure as a % of
	a)	Gross Turnover	0.37	0.64
	b)	Net Turnover	0.49	0.71

B1. Technology Absorption, Adaptation and Innovation

The Management has focused on productivity and Total Quality Management [TQM] in order to optimize manufacturing costs. The Company continues to be ISO 9001:2015 certified.

B2. Benefits

This has helped in achieving optimum manufacturing costs, improved quality of products and consequently, enhanced customer satisfaction. The Company uses indigenous technology.

B3. The Company has not imported any technology during the year under review.

C. Foreign Exchange Earnings and Outgo

Initiatives were taken to increase exports and development of new overseas markets. International clients are located in Australia, Brazil, New Zealand, Netherlands, Nepal, Taiwan, Turkey, UAE, etc. International sales have showed significant growth which includes sales from Aries Fujairah, UAE and from our Associate Company, Amarak Chemcials FZC, UAE.

1. Total Foreign Exchange used and earned:

Used : Rs. 55,68,72,844/-Earned: Rs. 58,91,322/-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.

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 31,2024 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 REPORTS

Statutory 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 2022-2023.

The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31, 2023 was 12^th October, 2023. The Cost Audit Reports were filed by the Cost Auditor on 5^th October, 2023 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, 2024 by the Board of Directors on 10^th August, 2023 after ensuring their eligibility and obtaining the letter of eligibility from them.

The Company''s Cost Audit for the Financial Year 2023-2024 is under process and the Company will have the Audit completed within 180 days of the end of the Financial Year-2023-2024 i.e. on or before 27^thSeptember, 2024 and file the Report within stipulated time.

Secretarial Auditors

The Board appointed Mr. A. Sekar, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2023-2024. The Secretarial Audit Report for the financial year ended March 31,2024 is annexed herewith and marked as Annexure-III to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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 2023-2024 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, 2024 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.

There was no complaint received during the year under review.

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.

Nature of Dues	Period to which payment relates	Forum where the dispute is pending	Particulars of Dispute	Tax Outstanding Rs.	Current Status
Income Tax	2011-12	High Court of Bombay	(1) Transfer Pricing adjustment (2) Disallowance u/s 2(24)(x) r.w.s. 36(1) (va)	2,12,74,249	Appeal admitted and pending hearing
Income Tax	2017-18	Commissioner of Income Tax (Appeal)-Mumbai	Addition u/s 68 r.w.s 115BBE	5,05,07,376	Appeal admitted and pending hearing
Income Tax	2021-22	Commissioner of Income Tax (Appeal)-Mumbai	Adhoc (30%) disallowance of Some Expenses	9,74,72,850	Appeal admitted and pending hearing
Goods & Service Tax	2018-19	Commissioner of Goods & Service Tax (Appeal)-Mumbai	Input Tax Credit claimed and availed from Suppliers whose Registration Certificates were cancelled by the Department.	1,67,27,886 2,12,44,416 (Interest) 16,72,788 (Penalty)	Appeal admitted and pending hearing
Central Excise & Customs	March 2011 to October 2012	Central Excise & Service Tax Appellate Tribunal (CESTAT)-Ahmedabad	Classification of Goods Manufactured	3,81,04,558 3,81,04,558(Penalty)	Appeal admitted and hearing postponed from time to time. Next date of hearing is 18^thSeptember, 2024

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.

Referring to the Previous Year''s Board''s Report, classification of Micronutrients relating to the Sanand Unit in the state of Gujarat is pending before Customs, Excise and Service Tax Appellate Tribunal(CESTAT) at Ahmedabad and the matter is yet to be heard.

The Commissioner of Central GST & Central Excise had passed an order against the Company for Mumbai facilities. However, the Company successfully defended these Orders before CESTAT, Mumbai and the Apex Court dismissed the Appeal filed by the Department against the Order passed by CESTAT, Mumbai. Since the matters before CESTAT Ahmedabad are identical i.e. Classification, the Company is confident of obtaining favourable Orders in these matters too and does not foresee any material impact. The matter is yet to be heard.

As per the recent amendment in 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:

Nature of	Period	Forum where	Particulars of	Tax Outstanding	Current Status
Dues	to which	the dispute is	Dispute	Rs.
	payment	pending
	relates
Central	June	Central Excise	Classification	4,79,90,362	Appeal admitted
Excise &	2005	& Service	of Goods		and pending
Customs	to Jun	Tax Appellate	Manufactured		hearing
	2017	Tribunal (CESTAT)- Mumbai
Central	October	Central Excise	Classification	13,84,20,563	Appeal admitted
Excise &	2012	& Service	of Goods	13,84,20,563	and hearing
Customs	to Jun	Tax Appellate	Manufactured	(Penalty)	postponed from
	2017	Tribunal			time to time.
		(CESTAT)-			Next date of
		Ahmedabad			hearing is 18^thSeptember,
					2024
Central	Feb 2012	Central Excise	Classification of	81,84,792	Appeal admitted
Excise &	to Dec	& Service	Imported Goods		and pending
Customs	2012	Tax Appellate Tribunal (CESTAT)-Mumbai			hearing

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

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,

Dr. Rahul Mirchandani Place: Mumbai Chairman & Managing Director

Date: 13^th August, 2024 DIN-00239057

Mar 31, 2023

The Directors have pleasure in presenting their 53^rd Annual Report on the operations of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March, 2023.

Financial Performance (Rupees in Lakhs unless stated otherwise)
Particulars	Standalone				Consolidated
	Year Ended		Year Ended		Year Ended		Year Ended
	31st March, 2023		31st March, 2022		31st March, 2023		31st March, 2022
Revenue from Operations		60,996.84		54,752.45		61,233.96		54,808.76
Less :- Discount / Rebates		14,008.63		11,571.91		14,010.37		11,571.91
		46,988.20		43,180.54		47,223.59		43,236.85
Other Income		1,328.19		882.72		883.95		391.06
Total Revenue (including Other Income)		48,316.39		44,063.26		48,107.54		43,627.91
Profit Before Tax, Interest & Depreciation		6,011.34		5,650.82		5,658.44		5,053.74
Less :- Finance Costs	2,313.71		2,430.44		2,338.01		2,447.34
Depreciation & Amortisation Expense	762.07		565.35		783.87		578.27
		3,075.78		2,995.80		3,121.89		3,025.62
Profit Before Tax		2,935.56		2,655.02		2,536.56		2,028.12
Less :- Current Tax	533.00		732.00		544.34		732.00
Mat Credit Entitlement	-		-		(0.55)		-
Tax relating to earlier periods	51.66		(40.75)		51.68		(40.75)
Deferred Tax	327.43		61.39		348.14		42.53
		912.08		752.64		943.60		733.78
Profit After Tax		2,023.48		1,902.38		1,592.95		1,294.34
Add / (Less) :- Share of Profit / (Loss) of Associates		-		-		-		(133.87)
Profit for the year		2,023.48		1,902.38		1,592.95		1,160.48
Less :- Non-Controlling Interest		-		-		(119.98)		(168.56)
Profit for the year attributable to Owners of the Parent		2,023.48		1,902.38		1,712.93		1,329.03
Balance brought forward		13,849.28		12,050.94		13,948.83		12,695.34
Add / (Less) :- Foreign Currency Translation Reserve		-		-		1.24		28.50
Amount available for Appropriation		15,872.76		13,953.32		15,663.00		14,052.87
Less :- Dividend Proposed / Paid	104.04		104.04		104.04		104.04
Tax on Dividend Proposed	-		-		-		-
Provision for Doubtful Debts	-		-		-		-
		104.04		104.04		104.04		104.04
Surplus carried forward to Balance Sheet		15,768.72		13,849.28		15,558.96		13,948.83

Particulars	PERCENTAGE (%) TO GROSS SALES
	Standalone				Consolidated
	Year Ended		Year Ended		Year Ended		Year Ended
	31st March, 2022		31st March, 2021		31st March, 2022		31st March, 2021
Revenue from Operations		100.00		100.00		100.00		100.00
Less :- Discount / Rebates		22.97		21.13		22.88		21.11
		77.03		78.87		77.12		78.89
Other Income		2.18		1.61		1.44		0.71
Total Revenue (including Other Income)		79.21		80.48		78.56		79.60
Profit Before Tax, Interest & Depreciation		9.86		10.32		9.24		9.22
Less :- Finance Costs	3.79		4.44		3.82		4.47
Depreciation & Amortisation Expense	1.25		1.03		1.28		1.06
		5.04		5.47		5.10		5.52
Profit Before Tax		4.81		4.85		4.14		3.70
Less :- Current Tax	0.87		1.34		0.89		1.34
Mat Credit Entitlement	-				(0.00)
Tax relating to earlier periods	0.08		(0.07)		0.08		(0.07)
Deferred Tax	0.54		0.11		0.57		0.08
		1.50		1.37		1.54		1.34
Profit After Tax		3.32		3.47		2.60		2.36
Add / (Less) :- Share of Profit / (Loss) of Associates		-		-		-		(0.24)
Profit for the year		3.32		3.47		2.60		2.12
Less :- Non-Controlling Interest		-		-		(0.20)		(0.31)
Profit for the year attributable to Owners of the Parent		3.32		3.47		2.80		2.42
Balance brought forward		22.70		22.01		22.78		23.16
Add / (Less) :- Foreign Currency Translation Reserve		-		-		0.00		0.05
Amount available for Appropriation		26.02		25.48		25.58		25.64
Less :- Dividend Paid	0.17		0.19		0.17		0.19
Tax on Dividend Proposed	-		-		-		-
Provision for Doubtful Debts	-		-		-		-
		0.17		0.19		0.17		0.19
Surplus carried forward to Balance Sheet		25.85		25.29		25.41		25.45

OPERATIONS STANDALONE

During the year under review, the Earnings Before Interest, Depreciation and Tax was 12.79% compared to 12.86% in the previous year. The Total Revenue (excluding Other Income) for the year net of discount / rebates was Rs. 46,988.20 Lakhs as against Rs. Rs. 43,947.00 in the previous year. Profit after tax for the year was 4.31% compared to 4.33% 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. 5,658.44 Lakhs in the Financial Year 2022-23 compared to Rs. 5,053.74 Lakhs in the previous year. Consequently, the Consolidated Profit Before Exceptional Items and Taxes (PBT) was Rs. 2,536.56 Lakhs in

the Financial Year 2022-23 compared to Rs. 2,028.12 Lakhs in the previous year.

FINANCIAL REVIEW

With the collective support of Staff and Aries Customers the Company was able to improve its revenue from Indian operations by 11.40% from Rs. 547.52 Crores to Rs.609.96 Crores.

The total capacity utilization currently stands at 71.43% of the total installed capacity of 95,400 MT p.a. in India. The manufacturing unit at Fujairah, UAE has produced 1888.75 MT of Sulphur Bentonite and other value added Sulphur products for sale in India and globally. New factories at Vijayawada and Raipur are also in production.

DIVIDEND

After considering earnings, requirement for funds and with the objective of rewarding the Shareholders, the Directors have recommended Final Dividend of 10% being Re. 1/- per Equity Share

CREDIT RATING

The Company''s Credit Rating has been Re-affirmed by CRISIL Ratings on 31^st March, 2023 as under:

Facilities	By CRISIL RATINGS (REVISED)		By CRISIL RAT (REVISED		INGS
Facilities	Amount (Rs)	Rating Action	Amount (Rs)	Rating Action	Indication/Significance
Long Term Bank Facilities(Fund Based)	150.00 Cr	CRISIL BBB / Stable(Assigned)	150.00 Cr	CRISIL BBB / Stable(Reaffirmed)	Instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry moderate credit risk
Short Term Bank Facilities(Non Fund Based)	150.00 Cr	CRISIL A2(Assigned)	150.00 Cr	CRISIL A2(Reaffirmed)	Instruments with this rating are considered to have strong degree of safety regarding timely payment of financial obligation. Such instruments carry low credit risk
Total	150.00 Cr		150.00 Cr

of Rs. 10/- each which is 6.43% of Net Profit for the year ended 31^stMarch, 2023 (previous year 8% being Rs. 0.80 per Equity Share of Rs. 10/- each which is 5.47% of Net Profit) subject to your approval at the ensuing Annual General Meeting. The Dividend, if approved, will result in an outflow of Rs. 130.04 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. 15,768.72 Lakhs is proposed to be retained in the Profit and Loss Account.

The rating reflect moderate degree of safety regarding timely servicing of financial obligations.

CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARDâS 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.

SAFETY AND HEALTH

The health and safety of the employees across its operations remains the highest priority for the Company. All endeavors are being made to enhance safety standards and processes towards minimising risks in all operations in the Company. There was no accident or mishap in any of its factories. We conducted the following

- Through risk assessment to identity potential hazards within the manufacturing process.

- Regular safety training programs to ensure that workers understand safety protocols, emergency procedures, and the proper use of personal protective equipment (PPE).

- Health check-ups and monitoring to identify and address potential health issues related to the manufacturing process.

FUTURE PROSPECTS:

The Year 2023-24 is the 54^th year of operations and considering the projection for El-nino effect and hence erratic monsoon, the Company is focused on promoting our range of climate proof products to take care of any shortfalls in rain fed areas. Moreover, the products suited for irrigated areas will be given special attention so that wherever water and crop acreage is available, the Company can quickly redeploy material and manpower. During 2023-24 few product launches and upgrades are planned. The Annual booking for 2023-24 was conducted online with participation of 1,222 Dealers from 24 States used booking app and have placed their bookings for 739.95 crores of products to be lifted during FY 2023-24. This is expected to achieve gross revenue of around Rs. 700 crores in FY 2023-24.

This ensures early intervention and the adoption of preventive measures.

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, 2023. 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

The operations of Aries Agro Care Pvt. Ltd. commenced in the Financial Year 2008-09 but discontinued the activity in the financial year 2012-13 due to extremely volatile nature of seeds business

and had no business activity in the financial year 2022-2023 . The Company incurred expenses to the tune of Rs. 3.02 Lakhs for the Financial Year. As Company''s Winding Up Petition and an Appeal of the Company is pending before the Hon''ble High Court of Telangana at Hyderabad, the Company has been kept alive and going concern.

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. 42.35 Lakhs . The Company has earned Profit of Rs. 3.52 Lakhs during the Financial Year.

The above three 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 Eighteenth Year of operation, has generated sale of. AED 0.02 Lakhs as compared to no sale in the previous year and has incurred Loss of AED 22.32 Lakhs (INR 499.35 Lakhs) for the year 2022-2023, since trading revenue 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, 2023 of Golden Harvest Middle East FZC., Aries Agro Care Private Limited, 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. 38 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.

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 PERSONNELDIRECTORS

There is no change in the Composition of the Board of Directors during the year under review.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Dr. Jimmy Mirchandani(DIN 00239021) Director retires 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.

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, Mr. C. B. Chhaya (DIN: 00968966) who was reappointed as an Independent Director for a second term of 5(Five) Years with effect from 1^st April, 2019 at the Fourty Eighth Annual General Meeting held on 28^th September, 2018 will be retiring on 31^stMarch, 2024 as his term will come to an end on 31^st March, 2024.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their Meeting held on 10^th August, 2023, appointed Mr. R. V. Balasubramaniam Iyer (DIN 10265799), as an Additional Director with effect from 1^stFebruary, 2024, to hold office till the date of the ensuing Annual General Meeting of the Company. The Company received a notice in writing from a Member under the provisions of Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director.

Pursuant to the recommendation ofthe Nomination and Remuneration Committee of the Company, Mr. R. V. Balasubramaniam Iyer (DIN 10265799) was appointed as an Independent Director of the Company, not liable to retire by rotation, by the Board of Directors at their Meeting held on 10^th August, 2023 for a term of 5 (five) consecutive years with effect from 1 ^st February, 2024 up to 31^stJanuary, 2029, subject to the approval of the Members by way of Special Resolution.

Accordingly, the appointment of Mr. R. V. Balasubramaniam Iyer as an Independent Director forms part of the Agenda and the proposed Resolution is set out at item No. 4 & 5 of the Notice.

In the opinion of the Board, Mr. R. V. Balasubramaniam Iyer is a person of integrity, possesses the expertise in the area of Human Resources, Strategy and Sales and Marketing. and has over 36 Years of experience and is proficient in his role and 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.

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.

KEY MANAGERIAL PERSONNEL

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

Four(4) Meetings of the Board of Directors were held during the year on 25.05.2022, 10.08.2022, 11.11.2022, and 10.02.2023. For further details, please refer Report on Corporate Governance of this Annual Report.

AUDIT COMMITTEE

There were no changes in the Audit Committee during the year under review. The Committee comprises of Mr. C. B. Chhaya, Chairman, Prof. R. S. S. Mani, Mrs. Nitya Mirchandani and Mr. Nrupang Bhumitra Dholakia, 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 were no changes in the Nomination and Remuneration Committee during the year under review. The Committee comprises of Prof. R. S. S. Mani, Chairman, Mr. C. B. Chhaya, and Mr. Nrupang Bhumitra Dholakia, Members. For further details, please refer Report on Corporate Governance of this Annual Report.

STAKE HOLDERS RELATIONSHIP COMMITTEE

There was no change in the Stake Holders Relationship Committee during the year under review. The Committee comprises of Mr. C. B. Chhaya(Chairman), Dr. Rahul Mirchandani and Mrs. Nitya Mirchandani. For further details, please refer Report on Corporate Governance of this Annual Report.

CSR COMMITTEE

There was no change in the Stake Holders Relationship 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 DIRECTORSâ 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 and the same is re-produced in the Report on Corporate Governance.

DIRECTORSâ RESPONSIBILITY STATEMENTS

Pursuant to the requirements of Section 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 âgoing 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;

Non-Executive Directors	Ratio to median Remunerations	Directors Remuneration / Sitting Fees Rs. Lakhs
Dr. Jimmy Mirchandani	0.54	1.60
Mrs . Nitya Mirchandani	1.21	3.60
Prof R. S. S. Mani	0.94	2.80
Mr. Chakradhar Bharat Chhaya	1.14	3.40
Mr. Nrupang B. Dholakia	1.14	3.40
Executive Directors
Dr. Rahul Mirchandani	82.60	246.65

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

Directors, Chief Financial Officer, Company Secretary	% Increase in Remuneration in the Financial Year
Dr. Rahul Mirchandani, CMD	16.40
Mr. Qaiser P. Ansari, Company Secretary & Chief Legal Officer	0.39
Mrs. Chhaya A. Warrier, Senior V.P. Finance	57.19

3. The percentage increase in the median remuneration of employees in the financial year; (16.54) %

4. The number of permanent employees on the rolls of Company; 1,047

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 12.36% 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.

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 and 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.

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 2022-23.

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, 2024 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 accords great importance to conservation of energy. The main focus of the Company during the year was:

a. Energy Conservation measures taken:-

i. Aries continues power generation through its Solar Power Generation System at its manufacturing unit at Pashamylaram, Distt: Medak.

ii. Creating awareness among Workmen to conserve energy

iii. Conversion of boilers in Hyderabad Unit from diesel to solid briquette based fuel.

iv. Close monitoring of consumption of electricity, LPG, Diesel and water.

v. Optimum use of Energy by Switching off Machines, Lights, Fans, Air Conditioners and Exhaust Systems whenever not required.

vi. Exclusive use of CNG for manufacturing at Chhatral Unit

Impact of measures taken for reduction of energy consumption and consequent impact on the cost of production of goods

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

Form -A

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

Sr. No.	Particulars		Current Year	Previous Year
Sr. No.	Particulars		2022-2023	2021-2022
(a)	Purchased:-
	I.	Electricity
	(i)	Unit (KWH)	1,496,485	1,288,790
	(ii)	Total Amount (Rs)	14,307,840	11,373,238
	(iii)	Rate/Unit (Rs.)	9.56	8.82
	II	Piped Gas
	(i)	Unit(M3)	175,163	169,174
	(ii)	Total Amount (Rs)	10,249,209	9,055,502
	(iii)	Rate/Unit (Rs.)	58.51	53.53
(b)	Own Generation
	(i)	Coal	Not Applicable	Not Applicable
	(ii)	Furnace Oil - KI	-	-
	(iii)	Internal Generation Units(Generator)	125	152
	(iv)	Solar System Units	44,392	41,801

II. Form for disclosure of particulars with respect to Technology Absorption, Research and Development(A) RESEARCH AND DEVELOPMENT:1. Specific Areas in which Research and Development was carried out by the Company.

â¢ The Company has received in house R & D recognition from DSIR and is continuously striving to launch / introduce innovative products / technologies in the field.

â¢ The Company''s Quality Management System at Mumbai is ISO 9001:2015 certified and works on new product development and continuous quality checks.

â¢ Baseline R&D work has been initiated on new agri-input products like nano fertilizers, organic fertilizers, different form

of fertilizer formulations, farm machineries and environment friendly product packaging options.

â¢ Emphasis is also given on standardizing the QC procedures for the new products launched.

â¢ Factory procedures are being modified to increase the shelf life and quality of various products. Self manufacturing of some raw materials is also being done.

â¢ The Company is the first in India to receive permission from DGCA for the use of drones for nutrient spraying.

â¢ New High Density formulations are being developed to achieve reduction in dosage. These can be effectively sprayed using drones.

â¢ The Company is focused on introducing hand held soil testing devices in collaboration with research institutions.

â¢ Other important devices for pest management and water filtering are under field trials.

â¢ New apps / softwares are being developed keeping in line with the digitisation policy of the company

â¢ Our team of extension officers conducts continuous field demonstrations and field trials alongwith large scale soil sampling, dealer / farmer meetings, field days, etc which provides constant updates on market demand and technical requirements across all states in India in the agri sector

â¢ To supplement the extension activities a dedicated in house research farm has been set up at Raipur and the rooftop greenhouse installed at the head office in Mumbai is used to carry out research in soilless cultivation

â¢ Efforts are put in setting up and promoting Good Agricultural Practices for individual crops across the country. Work on India GAP has been initiated on soybean and tomatoes

2. Objectives

â¢ Innovate and develop products/ technologies ideally suited for sustainable and precision agriculture

â¢ Design and Develop new manufacturing processes to improve the cost effectiveness of the products as well as their agronomical efficiency.

â¢ Develop production processes that utilize renewable energy and are pollution free.

â¢ Ensure continuous updation of in house knowledge required to develop products and services for the company.

â¢ Source worldwide information related to product development and agriculture best practices

â¢ Develop new age environmental friendly crop management techniques

3. Benefits derived as a result of the above efforts.

â¢ Improvement in productivity/quality and reduction in cost of production of Company''s Plants and at Customer''s end.

â¢ Cost reduction, import substitution, safer environment and strategic resource management.

â¢ Meeting the statutory requirements.

â¢ Demonstration of a Sustainable urban farm set up to address the issue of residue free healthy food.

â¢ Market Expansion

â¢ Increase in number of products

4. Future Plan of Action :

â¢ Customized micronutrient fertilizers for export

â¢ Modification of manufacturing process to make it pollution free.

â¢ To develop new markets in the Protected Cultivation and Precision Agriculture sector.

â¢ Continued efforts to develop India GAP on commercial crops and try establishing a linkage between farmers and the industry

5. Expenditure on R & D

Sr. Description For the Year For the Year

No. ended ended

31^st March 2023 31^st March 2022

(Amt. in Rs.) (Amt. in Rs.)

0 Capital 1,606,715 1,896,994

II) Recurring 31,611,668 21,198,042

Total 33,218,383 23,095,035

Total R&D expenditure as a % of

a) Gross Turnover 0.54 0.42

b) Net Turnover 0.71 0.53

B1. Technology Absorption, Adaptation and Innovation

The Management has focused on productivity and Total Quality Management [TQM] in order to optimize manufacturing costs. The Company continues to be ISO 9001:2015 certified.

B2. Benefits

This has helped in achieving optimum manufacturing costs, improved quality of products and consequently, enhanced customer satisfaction. The Company uses indigenous technology.

B3. The Company has not imported any technology during the year under review.

C. Foreign Exchange Earnings and Outgo

Initiatives were taken to increase exports and development of new overseas markets for products. International clients are located in Nepal, UAE, Taiwan, Australia, New Zealand, Chile, United Kingdom, etc.

1. Total Foreign Exchange used and earned:

Used : Rs. 53,19,42,952/-Earned: Rs. 1,34,62,684/-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

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 31,2023 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 REPORTS Statutory 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 2021-2022.

The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31,2022 was 27^th September, 2022. The Cost Audit Reports were filed by the Cost Auditor on 15^th September,

2022 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,

2023 by the Board of Directors on 27^th August, 2022 after ensuring their eligibility and obtaining the letter of eligibility from them.

The Company''s Cost Audit for the Financial Year 2022-2023 is under process and the Company will have the Audit completed within 180 days of the end of the Financial Year-2022-2023 i.e. on or before 27^thSeptember, 2023 and file the Report within stipulated time.

Secretarial Auditors

The Board appointed Mr. A. Sekar, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2022-2023. The Secretarial Audit Report for the financial year ended March 31,2023 is annexed herewith and marked as Annexure-III to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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 2022-2023 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 23^rd May, 2023 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.

There was no complaint received during the year under review.

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.

MATERIAL ORDERS PASSED

No 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.

Referring to the Previous Year''s Board''s Report, classification of Micronutrients relating to the Sanand Unit in the state of Gujarat is pending before Customs, Excise and Service Tax Appellate Tribunal(CESTAT) at Ahmedabad and the matter is yet to be heard.

The Commissioner of Central GST & Central Excise had passed an order against the Company for Mumbai facilities. However, the Company successfully defended these Orders before CESTAT, Mumbai and the Apex Court dismissed the Appeal filed by the Department against the Order passed by CESTAT, Mumbai. Since the matters before CESTAT Ahmedabad are identical i.e. Classification, the Company is confident of obtaining favourable Orders in these matters too and does not foresee any material impact. The matter is yet to be heard.

As per the recent amendment in 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 Company is in process to disclose the pending List of Material Litigations to the Exchanges to comply with the requirements and will keep on updating with the progress.

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 cooperation 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.

Mar 31, 2018

The Directors have pleasure in presenting their 48^th Annual Report on the operations of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March, 2018.

FINANCIAL PERFORMANCE

( Rupees in Lakhs unless stated otherwise)

Particulars	Standalone				Consolidated
Particulars	Year Ended 31st March, 2018		Year Ended 31st March, 2017		Year Ended 31st March, 2018		Year Ended 31st March, 2017
Revenue from Operations		31,988.68		27,719.13		35,011.55		31,290.52
Less :- Discount / Rebates		5,538.69		4,754.40		5,538.69		4,754.40
		26,449.99		22,964.73		29,472.87		26,536.12
Other Income		410.99		152.62		199.28		306.12
Total Revenue (including Other Income)		26,860.98		23,117.35		29,672.14		26,842.24
Profit Before Tax, Interest & Depreciation		4,870.58		4,139.06		4,786.32		4,200.91
Less :- Finance Costs	2,471.48		2,119.40		2,888.73		2,337.06
Depreciation & Amortisation Expense	221.81		185.29		226.35		668.93
		2,693.29		2,304.70		3,115.08		3,005.98
Profit Before Tax		2,177.29		1,834.36		1,671.24		1,194.92
Less :- Current Tax	687.00		651.00		687.00		651.00
Adjustment of Tax relating to earlier periods	9.70		5.29		9.70		5.29
Deferred Tax	65.70		(6.27)		65.70		(6.27)
		762.40		650.01		762.40		650.01
Profit for the year		1,414.89		1,184.35		908.84		544.91
Less :- Non-Controlling Interest		-		-		(139.52)		(161.18)
Profit for the year attributable to Owners of the Parent		1,414.89		1,184.35		1,048.36		706.09
Balance brought forward		6,354.90		5,366.71		9,234.99		8,985.67
Amount available for Appropriation		7,769.79		6,551.06		10,283.36		9,691.75
Less :- Transferred to Legal Reserve	-		-		-		13.68
Transferred to Foreign Currency Translation Reserve	-		-		-		246.93
Dividend paid	260.09		195.07		260.09		195.07
Tax on Dividend Proposed	52.95		39.71		52.95		39.71
Ind AS Impact on Defined Benefit Plans	-		(38.62)		-		(38.62)
		313.03		196.15		313.03		456.76
Surplus carried forward to Balance Sheet		7,456.76		6,354.90		9,970.32		9,234.99

OPERATIONS STANDALONE

During the year under review, the Earnings Before Interest, Depreciation and Tax was 18.41% compared to 18.02% in the previous year. The Total Revenue (excluding Other Income) for the year net of discount / rebates was Rs. 26,449.99 Lakhs as against Rs. 22,964.73 Lakhs in the previous year. Profit after tax for the year was 5.35% compared to 5.16% 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. 4,786.32 Lakhs in the Financial Year 2017-18 compared to Rs. 4,200.91 Lakhs in the previous year. Consequently, the Consolidated Profit Before Exceptional Items and Taxes (PBT) was Rs. 1,671.24 Lakhs in the Financial Year 2017-18 compared to Rs. 1,194.92 Lakhs in the previous year.

FINANCIAL REVIEW

With the collective support of staff and Aries customers the Company was able to improve its revenue from Indian operations by15.40 % with an increase in profitability before tax by18.70% in comparison with the previous year.

The global operations were suspended in August 2017 and raw materials and finished goods on hand were sold. A further plan of action is being worked out in the best interests of the Company''s profitability. Therefore, revenue from overseas were lower and cost savings due to reduced overheads impacted profitability of the consolidated operations. Please refer to the discussion made in the Management Discussion and Analysis Report forming part of this Report.

DIVIDEND

After considering earnings, requirement for funds and with the objective of rewarding the Shareholders, the Directors have recommended a Dividend of 23% being Rs. 2.30 per Equity Share of Rs. 10/- each which is 21.14% of Net Profit for the year ended 31^st March, 2018 (previous year 20% being Rs. 2.00 per Equity Share of Rs. 10/- each which is 21.96% of Net Profit) subject to your approval at the ensuing Annual General Meeting. The Dividend, if approved, will result in an outflow of Rs. 359.99 Lakhs including Dividend Distribution Tax.

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. 7,456.76 Lakhs is proposed to be retained in the Profit and Loss Account.

FUTURE PROSPECTS:

The Company had annual booking bazaars using its digital app for the first ever time during April & May 2018. This led to an order book of Rs.398 Crores and we expect conversion of 75 to 80% of the order book into turnover of the Company. In addition there will be regular orders which would be received from customers who have not participated in the pre-season booking process. During the current year 1,400 dealers/distributors participated in the booking bazaar and flash sale as against 1,250 last year.

The Company is introducing 9 new products in the aquaculture sector and these will be launched in October, 2018 which will support growth in the top line and bottom line. No new production line or additional raw material is required

The Company will focus namely on

i) Increase penetration in Aquaculture especially in states like Andhra Pradesh, Telangana, West Bengal and Chhattisgarh

ii) Increase exports in Asian region.

The above plans combined with good monsoon, the revenue growth in the current Financial Year is expected to be satisfactory.

CREDIT RATING

The Company''s financial discipline is reflected in the credit ratings ascribed by rating Agency as given below:

Long Term Bank Facilities(Fund Based)-CARE BBB ; Stable (Triple B Plus; Outlook: Stable) (Reaffirmed) and Short Term Bank Facilities(Non Fund Based)-CARE A3 (A Three Plus) Revised from CARE A2(A Two). There was no change in the Long Term Credit Rating however, the Short Term Rating was revised during the year.

CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARDâS 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.

SAFETY AND HEALTH

The health and safety of the employees across its operations remains the highest priority for the Group. All endeavours are being made to enhance safety standards and processes towards minimising safety risks in all operations in the Company.

USE OF IPO PROCEEDS

Your Company made its . IPO in January 2008 for the purposes as stated in the Prospectus dated 26^th December, 2007. The IPO proceeds have been utilized in accordance with the schedule of the Prospectus and variation approved by the shareholders at their Annual General Meeting held on 29^th September, 2009 by passing a Special Resolution. However, the renovation/extension of existing Office Building at Mumbai is under progress and once it is completed the Company will approach the shareholders for requisite approval as regards to utilization of IPO proceed.

PUBLIC DEPOSITS

SUBSIDIARIES & ASSOCIATE COMPANIES

Your Company has four Subsidiaries out of which two are nonmaterial Indian Subsidiaries viz Aries Agro Care Private Limited and Aries Agro Equipments Private Limited and two foreign subsidiaries namely Golden Harvest Middle East FZC and a Step Down Subsidiary viz Amarak Chemicals FZC at UAE.

Aries Agro Produce Private Limited ceased to be a Subsidiary of the Company during the Financial Year 2017-18. It is neither a Subsidiary nor an Associate of the Company.

The operations of Aries Agro Care Pvt. Ltd. commenced in the Financial Year 2008-09 but discontinued the activity in the financial year 2012-13 and had no business activity in the financial year 201718 . The Company incurred expenses to the tune of Rs. 0.45 Lakhs.

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. During the Financial Year 2017-18 the Company earned Income Rs. 0.34 Lakhs and incurred expenses of Rs. 0.35 Lakhs.

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 Ninth Year of operation, has not generated any sale and has incurred Loss of AED 24.61 Lakhs (INR 435.59 Lakhs) for the year 2017-18.

M/s. Amarak Chemicals FZC, which is a Step Down Subsidiary of Aries Agro Limited with an installed capacity of 60,000 MT p.a., in their Fifth Full Year of operation, has generated a total sale of AED 170.78 Lakhs (INR 3022.87 Lakhs) with a loss of AED 3.95 Lakhs(INR 69.97 Lakhs) for the year 2017-18.

As required under S. 129(3) of The Companies Act, 2013, annexed hereto are the Audited Financial Statements for the Year ended 31^st March, 2018 of Golden Harvest Middle East FZC., Amarak Chemicals FZC,.Aries Agro Care Private Limited and Aries Agro Equipments 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 No. 37 of the Notes to Accounts, and is forming part of the Annual Report.

All the above Indian Subsidiary and Group Companies are un-listed and non-material Companies as defined under Listing Regulations.

INSURANCE

All properties and assets of your Company are adequately insured covering all conceivable risks.

DIRECTORS & KEY MANAGERIAL PERSONNEL DIRECTORS

There is no change in the Composition of the Board of Directors during the year under review.

Pursuant to the provisions of Section 1 52(6) of the Companies Act, 2013, Mrs. Nitya Mirchandani, Director retires by rotation and being eligible, offers herself for re-appointment. Accordingly, her 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.

Pursuant to newly inserted Regulation 17(1A) in the SEBI (Listing Obligation and Disclosure Requirements)(Amendment) Regulations, 2018; no listed entity can appoint or continue the directorship of any person as non executive director who has attained the age of seventy five years unless a Special Resolution is passed to that effect. This regulation shall come into effect from April 1, 2019. Also 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.

Shri Chakradhar Bharat Chhaya (DIN: 00968966) would be attaining age of 75 years on 9^th November, 2018 and he is maintaining a good physical health. He has attended most of the Meetings of the Board and Committees and contributed in the proceedings. He has attended previous Annual General Meeting.

Pursuant to the recommendation of the Nomination and Remuneration, the Board proposes to re-appoint Shri Chakradhar Bharat Chhaya (DIN: 00968966); as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years commencing from 01-04 2019 on the Board of the Company.

Accordingly, re-appointment of Shri Chakradhar Bharat Chhaya as an Independent Director forms part of the Agenda and the proposed Resolution is set out at item No. 5 of the Notice.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship of transactions with the Company.

Familiarisation Programme for Independent Directors-â Though there is no formal Policy for familiarization but the Company in order to familiarize the Independent Directors with the business of the Company presentation was made by the Functional Heads covering Operation of the Company at Board Meetings 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. Directors were also taken for the Factory visits and they also attended the Annual Sales Meet at Ahmedabad. House Journal as and when published is also sent to all the Directors and their feedback are considered.

KEY MANAGERIAL PERSONNEL

Apart from the resignation of Dr. Jimmy Mirchandani from the Chairman and Managing Directorship of the Company w.e.f. 3^rd April, 2017 and appointment of Dr. Rahul Mirchandani as Chairman and Managing Director for a period of 5(Five) Years with effect from 4^th April, 2017(reported in the Board''s Report for the Financial Year 2016-17), there was no other 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

Seven Meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance of this Annual Report.

AUDIT COMMITTEE

Apart from the re-constitution of the Audit Committee with effect from 3^rd April, 2017(reported in the Board''s Report for the Financial Year 2016-17), there was no other change in the Audit Committee.

All the recommendations made by the Audit Committee were accepted by the Board during the year under review.

CSR COMMITTEE

The CSR Committee comprises Dr. Rahu Mirchandani(Chairman), Dr. Jimmy Mirchandani and Shri. B. V. Dholakia. 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 DIRECTORSâ 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 and the same is re-produced in the Report on Corporate Governance.

DIRECTORSâ RESPONSIBILITY STATEMENTS

Pursuant to the requirements of Section 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 âgoing 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;

	Ratio to median Remunerations	Directors
Non-Executive		Remuneration
Directors		/ Sitting Fees Rs. Lakhs
Dr. Jimmy Mirchandani	0.11	0.30
Mrs . Nitya Mirchandani	0.89	2.40
Prof R. S. S. Mani	1.38	3.75

Mr. Chakradhar Bharat Chhaya	1.08	2.93
Mr. Bhumitra Vinodchandra Dholakia	1.44	3.90
Executive Directors
Dr. Rahul Mirchandani	64.89	175.71

2. The percentage increase in remuneration of each Director, Chief Financial Officer,

Company Secretary or Manager, if any, in the financial year;

Directors, Chief Financial Officer, Company Secretary	% Increase in Remuneration in the Financial Year
Dr. Rahul Mirchandani*	65.92
Mr. S. Ramamurthy , Chief Financial Officer	11.00
Mr. Qaiser P. Ansari, Company Secretary	9.68

*Higher responsibility was cast upon him-from Executive Director - limited role to-shouldering the responsibility of Managing Director. The post of Executive Director has been kept vacant.

3. The percentage increase in the median remuneration of employees in the financial year; -1.08 %

4. The number of permanent employees on the rolls of Company; 868

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 11.26% 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.

ESOPS

The Company has not offered any ESOPS scheme to its Employees or Directors.

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 Systems are 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.

Based on the framework of Internal Financial Controls and Compliance Systems 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 2017-18.

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, 2019 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 accords great importance to conservation of energy. The main focus of the Company during the year was:

a. Energy Conservation measures taken:-

i. Close monitoring of consumption of electricity, LPG, Diesel and water.

ii. Creating awareness among Workmen to conserve energy.

iii. Aries continues power generation through its Solar Power Generation System at its manufacturing unit in Hyderabad.

iv. Conversion of boilers in Hyderabad Unit from diesel to solid briquette based fuel.

v. Exclusive use of CNG for manufacturing at Chhatral Unit

vi. Optimum use of Energy by Switching off Machines, Lights, Fans, Air Conditioners and Exhaust Systems whenever not required

Impact of measures taken for reduction of energy consumption and consequent impact on the cost of production of goods

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

Form -A

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

Sr. No.	Particulars		Current Year	Previous Year
Sr. No.	Particulars		2017-2018	2016-17
(a)	Purchased:-
	I.	Electricity
	(i)	Unit (KWH)	993,775	908,208
	(ii)	Total Amount (Rs)	9,483,040	8,918,395
	(iii)	Rate/Unit (Rs.)	9.54	9.82

	II	Piped Gas
	(i)	Unit(M3)	358,193	324,908
	(ii)	Total Amount (Rs)	13,402,009	10,165,698
	(iii)	Rate/Unit (Rs.)	37.42	31.29

(b)	Own Generation
	(i)	Coal	Not Applicable	Not Applicable
	(ii)	Furnace Oil - KI	262	4,607
	(iii)	Internal Generation Units(Generator)	2,329	19,482
	(iv)	Solar System Units	66,532	68,622

II. Form for disclosure of particulars with respect to Technology Absorption, Research and Development

(A) RESEARCH AND DEVELOPMENT:

1. Specific Areas in which Research and Development was carried out by the Company.

- There is a continuous focus on University research on specialty plant nutrition which continues across India.

- Our team of extension officers conducts continuous field demonstrations and extension work including large scale soil sampling, which provides constant updates on deficiency levels across all states in India.

- The Company''s R&D at Mumbai is ISO 9001:2015 certified and works on new product development and continuous quality checks. The manufacturing unit at Hyderabad has been equipped with a state of art laboratory to keep pace with the Company''s expansion in that region.

2. Objectives

- Innovate and develop products ideally suited for sustainable agriculture

- Develop new production processes to improve the cost effectiveness of its products as well as their agronomical efficiency.

- Develop production processes that utilize renewable and are pollution free.

- Ensure continuous updation of in house knowledge required to develop products and services for the company.

- Source worldwide information related to product development and agriculture best practices

- Develop new age environmental friendly crop management techniques

3. Benefits derived as a result of the above efforts.

- Improvement in productivity/quality and reduction in cost of production of Company''s Plants and at Customer''s end.

- Cost reduction, import substitution, safer environment and strategic resource management.

- Meeting the statutory requirements.

4. Future Plan of Action :

- Identifying customized formulations for new states where Aries is entering to sell their product range.

- Identify products from the existing Aries crop nutrition range which can be adopted in aquaculture.

- Conducting scientific research and studies, pilot scale development, trial and testing for development of new products, new process development, improvement in the existing production process etc

- Customized micronutrient fertilizers for export

- Granulation of MM mixtures for soil application.

- Coffee and Tea specific formulations

- Developing new assay method for antibacterial agents.

- Modification of manufacturing process to make it pollution free

- Hydroponics as a technology

- Crop specific formulations of micronutrient fertilizer

- Bio Fertilizers

5. Expenditure on R & D

Sr. No.	Description	For the Year ended 31^st March 2018 (Amt. in Rs.)	For the Year ended 31^st March 2017 (Amt. in Rs.)
I)	Capital	3,620,027	47,522
II)	Recurring	4,633,750	4,645,418
	Total	8,253,777	4,692,940
	Total R&D expenditure as a % of
	a) Gross Turnover	0.26	0.17
	b) Net Turnover	0.31	0.20

B1. Technology Absorption, Adaptation and Innovation

The Management has focused on productivity and Total Quality Management [TQM] in order to optimize manufacturing costs. The Company is now ISO 9001:2015 certified.

B2. Benefits

This has helped in achieving optimum manufacturing costs, improved quality of products and consequently, enhanced customer satisfaction. The Company uses indigenous technology.

B3. The Company has not imported any technology during the year under review.

C. Foreign Exchange Earnings and Outgo

1. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans:

International clients are located in Bangladesh, Nepal, Vietnam and Taiwan. Sales were booked for Nepal, Vietnam, Taiwan and Bangladesh. Distributors in Nepal and Vietnam have invested in branding and promotion of our range of products in their respective countries. The total exports and global sales constituted 8.89 % of our group revenue during the Financial 2017-18.

2. Total Foreign Exchange used and earned:

Used : Rs. 29,20,37,128/

Earned: Rs. 3,10,01,660/

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

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.

Your Company continues to demonstrate a strong commitment towards providing products which do not hamper the soil and crop eco systems.

EXTRACTS OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act, 2013 the Extract of the Annual Return is given in Annexure-III in prescribed Format MGT-9, which forms part of this Report. The said Extract of the Annual Report is available at the web site of the Company at www.ariesagro.com.

AUDITORS & AUDITORS REPORTS

Statutory Auditors

M/s. Sandeep Sheth & Associates, Chartered Accountants, Mumbai,(Membership No. 101903 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 Forty Seventh Annual General Meeting of the Company held on 28^th September, 2017 subject to ratification of their appointment at every Annual General Meeting.

Pursuant to the enforcement of first proviso and explanation to Section 139 of the Companies Act, 2013 read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 the requirement for ratification of the Appointment of the Statutory Auditor at every Annual General Meeting has been deleted from the statute book. Since the approval of the members for appointment of the auditors was obtained at a previous annual general meeting held on 28^th September, 2017, a resolution is proposed to obtain the approval waiving the requirement of ratification of the appointment of the auditors at an every Annual General Meeting. The proposed Resolution set out at item No. 4 of the Notice.

The Statutory Auditorsâ 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 (2) of Section 143 of the Companies Act, 2013 other than those reportable to the Central Government.

Cost Auditors

The Company had appointed M/s. R. Nanabhoy & Co., Cost Accountants, to conduct the Audit of Cost Accounting Records of its products for the financial year 2016-2017.

The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31, 2017 was 14^th October, 2017. The Cost Audit Reports were filed by the Cost Auditor on 3^rd October, 2017 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, 2018 by the Board of Directors at their meeting held on 30^th May, 2017 after ensuring their eligibility and obtaining the letter of eligibility from them.

The Company''s Cost Audit for the Financial Year 2017-18 is under process and the Company will have the Audit completed within 180 days of the end of the Financial Year-2017-18 i.e. on or before 27^th September, 2018 and file the Report within 30 days of the Board Meeting approving the Report.

Secretarial Auditors

The Board has appointed Mr. A. Sekar, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure-IV to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL STANDARDS

It is hereby confirmed that the Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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. Neither the Managing Director nor the Whole-time Directors of the Company 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 Report in pursuance of Regulation 34(2)(f) SEBI(LODR) Regulations, 2015.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal Mechanism pertaining to Sexual Harassment of Women employees at workplace. There was no complaint received during the year under review.

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.

MATERIAL ORDERS PASSED

No material Orders have been passed by any Authority in respect of any matters with regards to the business of the Company during the Financial Year. However, following Order was passed after the end of the Financial Year and before the date of this Report.

In the Notes to Accounts under para 38(d), we had referred on the Classification of Micronutrients under Central Excise and also about the Circular dtd. 06/04/2016 clarifying that Micronutrient Fertilizers are not classifiable as Plant Growth Regulators under Chapter Heading No. 3808 of the Central Excise Act.

The Mumbai Bench of the Central Excise and Service Tax Appellate Tribunal upheld Mumbai Commissionerate''s Order on classification of micronutrients as fertilizers under Chapter Heading No. 3105 and not as plant growth regulators under Chapter Heading No. 3808 of the Central Excise Tariff vide their order bearing No. A/86615/2018 dated 31/05/2018.

Similar order is expected from the Ahmedabad Appellate Tribunal.

STATUTORY DISCLOSURES

None of the Directors of your Company are 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 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,

Dr. Rahul Mirchandani

Place: Mumbai Chairman & Managing Director

Date: 13^th August, 2018 DIN-00239057

Mar 31, 2016

BOARDâS REPORT

The Members,

Aries Agro Limited

The Directors have pleasure in presenting their 46th Annual Report on the operations of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March, 2016.

FINANCIAL RESULTS

(Rs. In Lakhs)

	STANDALONE				CONSOLIDATED
PARTICULARS	AS AT 31.03.2016		AS AT 31.03.2015		AS AT 31.03.2016		AS AT 31.03.2015
Total Revenue (including Other Income)		23,080.52		23,563.47		28,593.90		30,609.31
Profit Before Tax Interest & Depreciation		3,273.41		3,820.50		4,728.85		5,646.98
Less: Finance Costs	2,058.92		2,129.65		2,454.84		2,413.04
Depreciation & Amortisation Expense	175.63		181.72		1,058.04		985.48
		2,234.55		2,311.37		3,512.88		3,398.52
Profit Before Tax		1,038.86		1,509.13		1,215.97		2,248.46
Tax Expense	365.00		555.50		365.00		555.50
Deferred Tax	13.10		(260.70)		13.10		(260.70)
		378.10		294.80		378.10		294.80
Profit for the year before Minority Interest		660.76		1,214.33		837.87		1,953.66
Minority Interest		-		-		93.71		234.46
Profit for the year (PAT)		660.76		1,214.33		744.16		1,719.20
Exceptional Items		21.61		33.04		21.61		33.04
Balance Brought Forward		6,332.82		6,249.42		9,896.50		9,197.81
Amount available for appropriation		6,971.97		7,430.71		10,619.05		10,883.97
WDV of Assets Written off having zero remaining useful life due to change in method of Depreciation in line with Companies Act, 2013				684.55				684.55
General Reserve		50.00		100.00		50.00		100.00
Legal Reserves		-		-		28.12		35.59
Proposed Dividend		195.06		260.09		195.06		260.09
Tax on Proposed Dividend		39.71		53.25		39.71		53.25
Surplus Carried Forward to Balance Sheet		6,687.20		6,332.82		10,306.16		9,750.49

OPERATIONS-STAND ALONE

During the year under review, the Earnings Before Interest, Depreciation and Tax was Rs. 3,273.41 Lakhs compared to Rs. 3,820.50 Lakhs in the previous year. The Total Revenue (excluding Other Income) for the year net of excise duty was Rs. 22,937.93 Lakhs as against Rs. 23,411.19 Lakhs in the previous year. Profit after tax for the year was Rs. 639.16 Lakhs compared to Rs. 1,181.28 Lakhs in the previous year.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standards (AS)-21 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. 4,728.85 Lakhs in the Financial Year 2015-16 compared to Rs. 5,646.98 Lakhs in the previous year. Consequently, the Consolidated Profit Before Exceptional Items and Taxes (PBT) was Rs. 1,215.97 Lakhs in the Financial Year 2015-16 compared to Rs. 2,248.46 Lakhs in the previous year.

FINANCIAL REVIEW

The profitability from operations was adversely affected due to extremely erratic agricultural season, requiring additional promotions, excessive discounts to retain market share including higher cash discounts to recover market out standings. By choosing to incur these costs, the Company managed to retain revenue at the cost of profitability. It was felt prudent to do so since in a highly competitive market, loss of market share would be difficult to recover. Similar demand constraints was faced in the overseas market as well with subdued rainfall conditions in other western and pacific markets.

During the previous financial year the Company took several steps to reduce cost and retain its market share despite adverse agricultural season and purchasing power conditions. After great effort of staff and support of Aries customers, the Company managed to maintain its revenue at almost the same level as of the previous Financial Year with a marginal 2% percent reduction. However, profitability did reduce significantly due to increase discounts in selling expenses required to maintain market share.

DIVIDEND

After considering earnings, requirement for funds and with the objective of rewarding the Shareholders, the Directors have recommended a Dividend of 15% being Rs. 1.50 per Equity Share of Rs. 10/- each (previous year 20% being Rs. 2/- per Equity Share of Rs. 10/- each) subject to your approval at the ensuing Annual General Meeting. The Dividend, if approved, will result in an outflow of Rs. 234.78 Lakhs including Dividend Distribution Tax.

TRANSFER TO RESERVES

Your Directors propose to transfer Rs. 50.00 Lakhs to the General Reserve out of the current year''s profit and the balance aggregating to Rs. 6,687.20 Lakhs is proposed to be retained in the Profit and Loss Account.

FUTURE PROSPECTS:

During 2016-17 however the Company expects good growth due to favourable monsoon conditions and this will boost the revenue and profits during the current fiscal 2016-17. In order to secure confirmed order book, the Company (for the first time in agri business in India) conducted All India Flash Sale and Booking Bazaar on 19th and 20^th April, 2016 at the Bombay Stock Exchange, Convention Hall, Mumbai. Record breaking orders with payment instruments were collected totaling to Rs. 201.78 Crores within a 30 minute Flash Sale period. This will ensure that the Company is able to plan inventories and production as well as timely supplies to more than 400 No. of dealers who participated in this unique one of its kind booking bazaar. In the past, the Company has conducted similar flash sales on the state level and the average conversion of bookings to orders was approximately 75% to 80%. Assuming similar conversion on all India basis, this booking bazaar will result in definite increase in sales during the first half of the Financial Year. The Company is also increasing focus on non rain dependant activities including sales to aquaculture farmers, plantations and perennial crops in irrigated districts of the country.

The Company introduced only two new products namely K-phonic and Mobomin during the current Financial Year. However, it will focus on growing sales of the three new products launched towards the end of 2015-16 namely Arisil, Calcomag and Calpro.

CREDIT RATING

The Company''s financial discipline is reflected in the credit ratings ascribed by rating Agency as given below:

CRISIL Rating: Long Term BBB /Stable(Reaffirmed)(Facilities with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such Facilities carry moderate credit risk)adequate and Short Term A2(Reaffirmed) ( Facilities with this rating are considered to have strong degree of safety regarding timely payment of financial obligations. Such Facilities carry low credit risk). There was no change in the Credit Rating of the Company during the year.

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.

SAFETY AND HEALTH

The health and safety of the employees across its operations remains the highest priority for the Group. All endeavours are being taken to enhance safety standards and processes towards minimizing safety risks in all operations in the Company.

USE OF IPO PROCEEDS

Your Company made its . IPO in January 2008 for the purposes as stated in the Prospectus dated 26th December, 2007. The IPO proceeds have been utilized in accordance with the schedule of the Prospectus and variation approved by the shareholders at their Annual General Meeting held on 29th September, 2009 by passing a Special Resolution. However, the renovation/extension of existing Office Building at Mumbai is pending completion.

PUBLIC DEPOSITS

SUBSIDIARIES & ASSOCIATE COMPANIES

Your Company has five Subsidiaries out of which three non-material Indian Subsidiaries viz Aries Agro Care Private Limited, Aries Agro Equipments Private Limited, Aries Agro Produce Private Limited and two foreign subsidiaries namely Golden Harvest Middle East FZC and a Step Down Subsidiary viz Amarak Chemicals FZC at UAE.

The operations of Aries Agro Care Pvt. Ltd. commenced in the Financial Year 2008-09 but discontinued the activity in the financial year 2012-13 and had no business activity in the financial year 201516 . The Company incurred expenses to the tune of Rs. 0.37 Lakhs.

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. During the Financial Year 2015-16 the Company did not have any Income and incurred expenses of Rs. 0.29 Lakhs.

The above two Companies are Wholly Owned Subsidiaries of the Company.

There was no business activity in other Subsidiary namely Aries Agro Produce Pvt. Ltd. During the Financial Year 2015-16 the Company has incurred expenses of Rs. 0.27 Lakhs.

As regards the overseas subsidiary M/S. Golden Harvest Middle East FZC with an installed capacity of 10,800 MT p.a., in their Eighth Year of operation, has generated a total sale of AED 95.80 Lakhs (INR 1,679.00 Lakhs) with a Loss of AED 5.84 Lakhs(INR 102.74 Lakhs) for the year 2015-16.

M/s. Amarak Chemicals FZC, which is a Step Down Subsidiary of Aries Agro Limited with an installed capacity of 60,000 MT p.a., in their Fourth Full Year of operation, has generated a total sale of AED 273.08 Lakhs(INR 4,786.12 Lakhs) with a profit of AED 15.59 Lakhs(INR 272.91 Lakhs) for the year 2015-16.

Your Company has four Group Companies viz Aries East-West

Nutrients Private Limited, Aries Marketing Limited, Blossoms International Limited and Sreeni Agro Chemicals Limited. There were no business activities in any of these Companies during the Financial Year 2015-16.

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, 2016 of Golden Harvest Middle East FZC., Amarak Chemicals FZC,. Aries Agro Care Private Limited, Aries Agro Equipments Private Limited and Aries Agro Produce 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. 27-A of the Notes to Accounts is forming part of the Annual Report.

The Financial Statements of the Subsidiary Companies and related information shall be uploaded on the website of your Company which can be accessed using the link http://www.ariesagro.com and the same are available for inspection by the members at the Registered Office of your Company during business hours on all working days except Saturdays and Sundays up to the date of the Annual General Meeting, as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company Secretary at the Registered Office Address.

All the above Indian Subsidiary and Group Companies are un-listed and non-material Companies as defined under Listing Regulations.

INSURANCE

All properties and assets of your Company are adequately insured covering all conceivable risks.

DIRECTORS & KEY MANAGERIAL PERSONNEL

DIRECTORS

There is no change in the Composition of the Board of Directors during the year under review.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Dr. Rahul Mirchandani, Director retires 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 Independent Director during the year.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship of transactions with the Company.

Familiarization Programme for Independent Directorsâ Though there is no formal Policy for familiarization but the Company in order to familiarize the Independent Directors with the business of the Company presentation was made by the Chief Financial Officer covering 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. Directors are also taken for the Factory visits and they also attended the Annual Sales Meet. House Journal as and when published is also sent to all the Directors and their feedback are considered.

KEY MANAGERIAL PERSONNEL

There is 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 Meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises Prof. R. S. S. Mani (Independent Director as Chairman upto 31-3-2016), Shri. B. V. Dholakia(Independent Director) and Dr. Rahul Mirchandani as Members. Shri. B. V. Dholakia(Independent Director) is the Chairman effective 01-04-2016 with Prof. R. S. S. Mani and Dr. Rahul Mirchandani as Members.

All the recommendations made by the Audit Committee were accepted by the Board during the year under review.

CSR COMMITTEE

The CSR Committee comprises Dr. Jimmy Mirchandani(Chairman), Dr. Rahul Mirchandani and Shri. B. V. Dholakia as other Members.

BOARD EVALUATION

The Board of Directors have carried out an Annual Evaluation of its own performance and individual Directors pursuant to 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 DIRECTORSâ 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 at www.ariesagro.com.

DIRECTORSâ RESPONSIBILITY STATEMENTS

Pursuant to the requirements of Section 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 judgments 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 âgoing 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;

Non-Executive Directors	Ratio to median Remunerations
Mrs . Nitya Mirchandani	0.48
Prof. R. S. S. Mani	0.83
Mr. Chakradhar Bharat Chhaya	0.62
Mr. Bhumitra Vinodchandra Dholakia	0.84
Executive Directors
Dr. Jimmy Mirchandani	22.05
Dr. Rahul Mirchandani	23.48

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

Directors, Chief Financial Officer and Company Secretary	% increase in Remuneration in the Financial Year
Dr. Jimmy Mirchandani	-25.95
Dr. Rahul Mirchandani	-24.40
Mr. S. Ramamurthy, Chief Financial Officer	4.59
Mr. Qaiser P. Ansari Company Secretary	7.98

3. The percentage increase in the median remuneration of employees in the financial year; 16.04 %

4. The number of permanent employees on the rolls of Company; 748

5. The explanation on the relationship between average increase in remuneration and Company performance;

The reward Philosophy of the Company is to provide market competitive total reward opportunity that has a strong linkage to and drives performance culture. Every year, the salary increases for the Company are decided on individual performance parameters . The final salary increases given are a function of Company''s market competitiveness in this comparator group as well as overall business affordability. During the year, similar approach was followed to establish the remuneration increases to the Employees. Variable compensation is an integral part of our total reward package and is directly linked to an individual performance rating and business performance. Salary increase during the year were in line with Company''s performance as well as per Company''s market competitiveness.

6. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company;

Aggregate Remuneration of Key Managerial Personnel(KMP) in Financial year 2015-16(Rs. Lakhs	58.83
Revenue(Rs. Lakhs)	22,937.93
Remuneration of KMPs(as % of Revenue)	0.26%
Profit Before Tax(PBT) (Rs. Lakhs)	1,038.87
Remuneration of KMPs(as % of PBT)	5.66%

7. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year;

Particulars

31^st March, 2016

31^st March, 2015

Change

Market

Capitalization(Rs.

Crores)

11,716.91

13,745.59

-14.76

Price Earnings Ratio

17.73

11.32

56.65

8. Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

Particulars	31^st March,	January,	% Change
	2016	2008(IPO)
Market Price(BSE)	90.10	130.00	-30.69
Market Price(NSE)	90.15	130.00	-30.65

9. 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 7.25% after accounting for promotions and other event based compensation revision.

Though the Chairman & Managing Director and the Executive Director were re-appointed for a term of 3 years each, their Remuneration remained 5% of the Profit as calculate as per the Companies Act, 2013 however due to drop in the Profit the Managerial Remuneration for the Year decreased as compared to Previous Year.

10. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company;

	Dr. Jimmy Mirchandani, Chairman & Managing Director	Dr. Rahul Mirchandani, Executive Director	Mr. S. Ramamurthy, Chief Financial Officer	Mr. Qaiser P. Ansari, Company Secretary
Remuneration-FY-2015-16 (Rs. In Lacs)	60.13	64.02	35.16	23.67
Price Earnings Ratio	17.73
Revenue(Rs. In Lakhs)	22,937.93
Remuneration as % of revenue	0.26%	0.28%	0.15%	0.10%
Profit Before Tax(PBT) (Rs in Lakhs)	1,038.87
Remuneration as % of PBT	5.79%	6.16%	3.38%	2.28%

11. The key parameters for any variable component of remuneration availed by the Directors;

The Non-Executive Directors do not get any remuneration (including Commission) except the Sitting Fee. The Executive Directors are entitled for Commission within the overall limit of 10% and individually 5% as per the Act only from the Company and not from its Subsidiary Companies.

12. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

None

13. Affirmation that the remuneration is as per the Remuneration Policy of the Company.

The Company affirms 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.

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. 60 Lakhs p.a./Rs. Five Lakhs p.m. DURING THE YEAR 2015-16

SR.

No.

NAME

DESGINATION

REMUNERATION

RECEIVED

NATURE OF EMPLOYMENT

OTHERTERMS & CONDITIONS

NATURE OF DUTY

QUALIFICATION & EXPERIENCE

DATE OF COMMENCEMENT

AGE

Last

Employment

held

% of Equity Shares held as on 31.03.2016

Whether

Relative of any Director or Manager and Name of such Director or Manager

DR. JIMMY MIRCHANDANI

CHAIRMAN AND MANAGING DIRECTOR

60,13,000

CONTRACTUAL

N.A.

MANAGING THE AFFAIRS OF THE

COMPANY

B. Sc. (Vet); LLB

15.01.1976

N.A.

27.11

Brother of Dr. Rahul Mirchandani & Brother in Law of Mrs. Nitya Mirchandani

DR. RAHUL MIRCHANDANI

EXECUTIVE

DIRECTOR

64,01,762

CONTRACTUAL

N.A.

MANAGING THE AFFAIRS OF THE

COMPANY

B. Com; CFA; MBA; Ph.D

02.02.1994

N. A.

20.17

Brother of Dr. Jimmy Mirchandani & Husband of Mrs. Nitya Mirchandani

ESOPS

The Company has not offered any ESOPS scheme to its Employees or Directors.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS

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.

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.

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 Agreement including payment of Annual Listing Fees up to 31^st March, 2017 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 Regulation 34(2)(e) of the SEBI(LODR) Regulations, 2015 of the Listing Agreement 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 accords great importance to conservation of energy. The main focus of the Company during the year was:

a. Energy Conservation measures taken:-

i. Close monitoring of consumption of electricity, LPG, Diesel and water.

ii. Optimum use of Energy by Switching off Machines, Lights, Fans, Air Conditioners and Exhaust Systems whenever not required.

iii. Creating awareness among Workmen to conserve energy.

iv. Aries has installed its first Solar Power Generation System at its manufacturing unit in Hyderabad.

Impact of measures taken for reduction of energy consumption and consequent impact on the cost of production of goods

- Due to measures taken as described above, the overall power and fuel oil consumption at plants and office has reduced. However, the cost of production on account of power has increased due to increase in cost per unit.

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

Form -A

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

			Current Year 2015-2016	Previous Year 2013-2015
^(a)	1. Purchased: -
	I	Electricity
	(i)	Unit (KWH)	862,373	861,366
	(ii)	Total Amount (Rs.)	8,422,432	8,015,893
	(iii)	Rate/Unit (Rs.)	9.77	9.31
	II	Piped Gas
	(i)	Unit (M3)*	275,063	277,884
	(ii)	Total Amount (Rs.)	10,067,553	11,923,491
	(iii)	Rate/Unit (Rs.)	1.29	42.91
	*Gas Supply started from 22.12.2012 from Sabarmati Gas Limited
(b)	2. Own Generation: -
	(i)	Coal	Not Applicable	Not Applicable
	(ii)	Furnace Oil - Kl	3,422	16,737
	(iii)	Internal Generation - Units	12,996	59,658
	(ⁱv)	Solar	104,667	60,969

II. Form for disclosure of particulars with respect to

Technology Absorption, Research and Development

(A) RESEARCH AND DEVELOPMENT:

1. Specific Areas in which Research and Development was carried out by the Company.

- There is a continuous focus on University research on specialty plant nutrition which continues across India.

- The Company''s R&D at Mumbai is ISO 9001 certified and works on new product development and continuous quality checks. The manufacturing unit at Hyderabad has been equipped with a state of art laboratory to keep pace with the Company''s expansion in that region.

2. Benefits derived as a result of the above efforts.

- Improvement in productivity/quality and reduction in cost of production of Company''s Plants and at Customer''s end.

- Cost reduction, import substitution, safer environment and strategic resource management.

- Meeting the statutory requirements.

3. Future Plan of Action :

- Identifying customized formulations for new states where Aries is entering to sell their product range.

- Increase the nutrients range to include silicon based products.

- Identify more organic / natural source of plant nutrients and allied products.

4. Expenditure on R & D

Description	For the year ended 31^st March, 2016	For the year ended 31^st March, 2015
	(Rupees)	(Rupees)
(I) Capital	332,799	59,131
(II) Recurring	4,171,522	3,845,961
(III) TOTAL	4,504,321	3,905,092
(IV) Total R & D expenditure as a % of
a. Gross Turnover	0.19	0.16
b. Net Turnover	0.20	0.17

B1. Technology Absorption, Adaptation and Innovation

The Management has focused on productivity and Total Quality Management [TQM] in order to optimize manufacturing costs.

B2. Benefits

This has helped in achieving optimum manufacturing costs, improved quality of products and consequently, enhanced customer satisfaction. The Company uses indigenous technology.

B3. The has not imported any technology during the year under review.

C. Foreign Exchange Earnings and Outgo

1. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans:

International sales have commenced in Australia, Brazil, Ecuador, New Zealand, Pakistan, Spain, Singapore, Sri Lanka, Taiwan, Trinidad, United Kingdom, United States of America, Vietnam, and Zambia, with supplies from Indian and UAE factories. Distributors have been appointed in Brazil, Cambodia, Ecuador, New Zealand, Sri Lanka and Vietnam, and we expect export and global sales to grow and form around 15% of the group revenues of the Company by Financial Year 2015-17.

2. Total Foreign Exchange used and earned:

Used : Rs. 20,76,51,380/

Earned: Rs. 1,22,12,499/

3. Initiative for Exports

Following import substitution and commencement of manufacturing of certain products in the Indian factories, previously being produced in our UAE facilities, the Company has applied for the required export license to enable direct export of such products from India to the existing global buyers. This will ensure that every customer is serviced effectively.

Export development from India, in addition to from the UAE factories, shall further boost prospects in international business.

SPECIAL BUSINESS

As regards 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 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.

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.

Your Company continues to demonstrate a strong commitment towards providing products which do not hamper the soil and crop eco systems. A detailed Report on Corporate Social Responsibility is annexed to this Report.

EXTRACTS OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act, 2013 the Extract of the Annual Return is given in Annexure-III in prescribed Format MGT-9, which forms part of this Report.

AUDITORS & AUDITORS REPORTS

Statutory Auditors

M/s. Kirti D. Shah & Associates, Chartered Accountants, Mumbai,(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 3(three) years at the Forty Fourth Annual General Meeting of the Company held on 26th September, 2014.

As per the provision of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by Members at every AGM. Accordingly, ratification of the Members is being sought for proposal contained in the Resolution set out at item No. 4 of the Notice.

The Statutory Auditors'' Report does not contain any qualification, reservation or adverse remark. Further that there was no fraud reported by Auditors under sub-section (2) of Section 143 of the Companies Act, 2013 other than those reportable to the Central Government.

Cost Auditors

The Company had appointed M/s. R. Nanabhoy & Co., Cost Accountants, to conduct the Audit of Cost Accounting Records of its products for the financial year 2014-2015.

The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31, 2015 was originally 27th September, 2015 which was later extended. The Cost Audit Reports were filed by the Cost Auditor on 7th October, 2015 within the extended 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, 2016 by the Board of Directors at their meeting held on 28^th May, 2015 after ensuring their eligibility and obtaining the letter of eligibility from them.

The Company''s Cost Audit for the Financial Year 2015-16 is completed and the Cost Audit Report has been received and the same will be filed with the Ministry of Corporate Affairs, Government of India within the stipulated time.

The Cost Audit Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

The Board has appointed Mr. A. Sekar, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure-IV to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

VAT AUDITORS

As required under the VAT Acts of various States, Company has appointed a VAT Auditor to conduct the VAT Audit.