Equity Analysis

To

The Members,

Aries Agro Limited

Your 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.

(Rupees in Lakhs unless stated otherwise)

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 of Rs. 10/- each which is 6.43% of Net Profit for the year ended 31^st March, 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.

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.

CREDIT RATING

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

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

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 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.

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

Your Company has four Subsidiaries out of which three are Non Material 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 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.

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. 1,619.11 Lakhs as compared to Rs. 667.79 Lakhs in the Previous Year. The Company has earned a Profit of Rs. 80.42 Lakhs during the Financial Year 2022-23 as compared to a Loss of Rs. 72.66 Lakhs in the Previous 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

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^st March, 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^st February, 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, 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^st January, 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 DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of Director and also Remuneration for Key Managerial Personnel and other Employees are contained in the Nomination and Remuneration Policy which is hosted at the web site of the Company www.ariesagro.com and the same is re-produced in the Report on Corporate Governance.

DIRECTORS' 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 ‘going concern' basis;

5. they have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under:

1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year;

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

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.

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 ("Act") read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under:

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.

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

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

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

• 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.

• 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.

• 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.

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

• 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.

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

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

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

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

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

• 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

• 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

• 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

• 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

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

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

• Develop production processes that utilize renewable energy 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.

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

• Market Expansion

• Increase in number of products

4. Future Plan of Action :

• 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

• Modification of manufacturing process to make it pollution free.

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

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

5. Expenditure on R & D

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

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 31,2023 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^th September, 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.

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 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.