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Director's Report


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Aarti Pharmalabs Ltd
Pharmaceuticals - Indian - Bulk Drugs & Formln
BSE Code 543748 ISIN Demat INE0LRU01027 Book Value 218.61 NSE Symbol AARTIPHARM Div & Yield % 0.4 Market Cap ( Cr.) 7,867.38 P/E 37.43 EPS 23.18 Face Value 5

To

The Members of Aarti Pharmalabs Limited

Your Directors are pleased to present this Seventh Annual Report of Aarti Pharmalabs Limited ('the Company' or 'APL') together with the Audited Financial Statements for the financial year ended March 31,2026 ('year under review' or 'FY 2025-26').

1. FINANCIAL HIGHLIGHTS

(? In Lakhs except EPS and Book Value)

Particulars Standalone Consolidated
FY 2025-26 FY 2024-25 FY 2025-26 FY 2024-25
Total Income from Operations (Gross) 1,79,755 1,77,135 1,81,944 2,11,507
EBITDA* 40,612 42,654 40,242 46,437
Depreciation & Amortisation 10,430 7,906 10,434 8,690
Profit from Operations before Other Income, Finance Costs and Exceptional Items 29,903 34,748 30,329 37,746
Other Income 1,532 1,280 975 843
Profit before Finance Costs 31,435 36,028 31,303 38,589
Finance costs and foreign exchange loss 8,011 2,394 8,011 2,520
Profit before Tax 23,424 33,634 23,292 36,069
Total Tax Expenses 5,804 7,899 5,821 8,828
Non-controlling Interest - - - -
Net Profit for the period 17,620 25,735 17,471 27,240
Other Comprehensive Income (net of taxes) (395) (516) (624) (976)
Total Comprehensive income for the year 17,225 25,219 16,847 26,265
Earnings Per Share (?) 19.44 28.39 19.27 30.06
(Basic & Diluted) 19.42 28.38 19.25 30.04
Book Value Per Share (?) 219 203 234 220

' includes foreign exchange loss.

2. COMPANY'S PERFORMANCE

On a standalone basis, the revenue for FY 2025-26 was ' 1,79,755 Lakhs, higher by 1.48% over the previous year's revenue of ' 1,77,135 Lakhs for FY 2024-25. The PAT attributable to shareholders in FY 2025-26 was ' 17,620 Lakhs compared to the PAT of ' 25,735 Lakhs in FY 2024-25.

On a consolidated basis, the revenue for FY 202526 was ' 1,81,944 Lakhs, reduced by 13.48% over the previous year's revenue of ' 2,11,507 Lakhs. The PAT attributable to shareholders for FY 2025-26 was ' 17,471 Lakhs registering the degrowth of 35.86% over the PAT of ' 27,240 Lakhs in FY 2024-25.

3. CONSOLIDATED FINANCIAL STATEMENTS

Your Directors are pleased to attach the Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act, 2013 ('Act') and Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015 ('Listing Regulations'), prepared in accordance with the provisions of the Act and the Indian Accounting Standards ('IND AS').

4. STATE OF COMPANY'S AFFAIRS

The state of your Company's affairs is given in the Management Discussion and Analysis, which forms part of this Annual Report.

5. RESERVES

The Board of Directors ('Board') of your Company has decided not to transfer any amount to the Reserves for the year under review.

6. DIVIDEND

During the year under review, your Board has declared an Interim Dividend of ' 1.50 (@ 30%) per equity share of ' 5/- each aggregating to ' 1,359.87 Lakhs. Further, Directors are pleased to recommend the Final Dividend of ' 2 (@ 40%) per equity share of ' 5/- each subject to approval of the Shareholders at the ensuing

Annual General Meeting ('AGM'), aggregating to a total Dividend of ' 3.50 for FY 2025-26, resulting in a total payout Lakhs ' 1813.59 Lakhs (Previous Year: ' 4531.68 Lakhs). The dividend would be payable to all Shareholders whose names appear in the Register of Members as on Record Date.

The Dividend payout is in accordance with the Dividend Distribution Policy, which is available on the website of the Company. As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the top 1,000 listed companies shall formulate a Dividend Distribution Policy. Accordingly, the Policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company. The Policy is available on the website of the Company and the web link thereto is

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 01, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 2025.

7. SHARE CAPITAL

Your Company's Equity Share Capital as on March 31, 2026 was as follows:

Particulars No. of Shares Face Value Per Share (in ') Total Amount (in ')
Authorised Share Capital 10,00,00,000 5 50,00,00,000
Issued, Subscribed & Paid-up Share Capital 9,06,57,751 5 45,32,88,755

During the year 2025-26, the Nomination and Remuneration Committee allotted 23,127 number of equity shares to the employees of the Company under 'Aarti Pharma Performance Stock Option Plan 2023'' (PSOP 2023) upon exercise of the vested stock options. Thus, Issued, Subscribed and Paid-up Capital of the Company stands increased to ' 45,32,88,755 comprising of 9,06,57,751 equity shares of ' 5/- each.

The shares so allotted rank pari passu with the existing share capital of the Company. Apart from the same, there was no other change in the share capital of the Company.

The Company has not defaulted on payment of any dues to the financial lenders.

During FY 2025-26, the Company's outlay towards capital expenditure was ' 44,831 Lakhs for the standalone Company and ' 44,831 Lakhs at the consolidated level.

8. SUBSIDIARY/JOINT VENTURE COMPANIES

As on March 31,2026, the Company has two (2) direct subsidiaries, namely, Aarti Pharmachem Limited and Aarti USA Inc. and one Joint Venture Company, namely, Ganesh Polychem Limited.

Aarti USA Inc. ceased to be a material subsidiary in the last accounting year and continue to remain so in the current accounting year. A policy on material subsidiaries has been formulated and is available on the website of the Company and the web link thereto is:

During the year, the Board of Directors reviewed the affairs of the subsidiaries and joint venture in accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries and joint venture, which form part of the Annual Report.

Further a statement containing salient features of the financial statement of our Subsidiaries/Joint Venture in the prescribed format AOC-1 is included in the Report as Annexure-A and forms an integral part of this Report.

9. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility Committee ('CSRC') in terms of the requirements of Section 135 of the Act read with the rules made thereunder. The composition, detailed terms of reference of the CSR Committee, attendance at its meetings and other details have been provided in the Corporate Governance Report. The primary role of this Committee is to approve the CSR activities to be undertaken, allocate the necessary expenditure and oversee the execution and effectiveness of these initiatives.

The objective of the Company's Corporate Social Responsibility ('CSR') initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders.

For past years, the Company has undertaken various CSR initiatives. The Company continues to address societal challenges through societal development programmes and remains focused on improving the quality of life. The Company's CSR initiatives and related projects are undertaken through Aarti Foundation, the principal implementation agency and their implementing partners. Aarti Foundation, our

philanthropic arm, we design and implement social initiatives that address critical societal needs and contribute to long-term community resilience. Our CSR approach is outcome-oriented and aligned with our vision of building an equitable and resilient society.

During FY2025-26, the Company spent ' 565.20 Lakhs towards its CSR activities demonstrating its unwavering commitment to the well-being of the community and society, the Company's CSR initiatives are focused on Education, Healthcare, Skill Development, Tribal Welfare Livestock Development and Green Environment etc. which positively impacted over 20,000 lives through its CSR programmes and initiatives. We work to strengthen access to quality and affordable healthcare for communities especially around our operations.

During the year under review, our CSR initiatives were executed in accordance with the annual action plan previously approved by the Board.

The detailed Policy on Corporate Social Responsibility is available on the website of the Company and the web link

.

The CSR Annual Report which contains a brief note on various CSR initiatives undertaken during the year is annexed as Annexure-B and forms an integral part of this Report.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of section 134(3)(g) of the Act, details of loans, guarantees and investments covered under section 186(4) of the Act are disclosed in the notes to the Audited Standalone Financial Statements, which forms part of the Annual Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Schedule V to the Listing Regulations, Management Discussion and Analysis for the year under review is presented in a separate section forming part of this Annual Report.

12. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

I. Board of Directors

Your Company actively seeks to adopt global best practices for an effective functioning of the Board and believes in having a truly diverse Board whose wisdom and strength can be leveraged for creating greater stakeholder value, protection of their interests and better corporate governance. The Company's Board comprises eminent persons with proven competence and integrity, who

bring in vast experience and expertise, strategic guidance and leadership qualities. The Board fulfills its fiduciary responsibilities with a steadfast commitment to safeguarding the interests of the Company and its stakeholders.

The Board of the Company is carefully structured to achieve an optimal balance, consisting of Executive and Non-Executive Directors, including two (2) Women Independent Directors. This composition adheres strictly to the current provisions of the Act and the Listing Regulations ensuring compliance with governance standards. The details of the Board of Directors and Committees along with their composition, number of meetings held and attendance at the meetings during FY 2025-26 are provided in the Corporate Governance Report which forms part of this Report. During the Financial Year under review Five (5) Board Meetings were held.

Additionally, all directors of the Company have confirmed that they are not disqualified from being appointed as Directors, in accordance with Section 164 of the Act.

CHANGES IN THE BOARD COMPOSITION:

With a view to strengthening executive leadership and driving long-term strategic growth and realignment of roles and responsibilities amongst the promoters and based on recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 07, 2026 have re-designated

Shri Rashesh C. Gogri (DIN: 00066291) as the Managing Director for a period of five years with effect from October 01, 2026, subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) and other regulatory approvals, if any. The Board at the same meeting based on the recommendation of the Nomination and Remuneration Committee have re-designated Smt. Hetal Gogri Gala (DIN:00005499) as the Wholetime Director, liable to retire by rotation, for a period of five years with effect from October 01, 2026, subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) and other regulatory approvals, if any. The resolutions seeking approval of the Members in this regard have been incorporated in the Notice convening the AGM of the Company along with brief details about them.

I n accordance with the regulatory requirements, Shri Rajendra V. Gogri (DIN: 00061003), NonExecutive and Non Independent Director of the Company shall retire by rotation at the ensuing Annual General meeting and is eligible for

re-appointment. However, Shri Rajendra V. Gogri expressed his desire to not offer himself for re-appointment at the ensuing AGM. Accordingly, he will cease to be a Director of the Company upon retirement by rotation at the ensuing AGM. The Board of Directors have decided to not fill up this vacancy.

Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2 on General Meetings, a brief profile of the Directors proposed to be appointed/re-appointed/re- designated is made available, as a part of the Notice convening this AGM.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Listing Regulations, the Company has obtained a Certificate from M/s Mehta & Mehta, Practising Company Secretaries (Firm Registration No P1996MH007500), the Secretarial Auditor of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the FY 2025-26.

Commission to Non-Executive Directors:

Your Directors at their meeting held on May 13, 2024, on the recommendation of the Nomination and Remuneration Committee, approved the proposal for payment of commission to NonExecutive Directors as a percentage of profit. The said proposal was approved by the Shareholders' at the Annual General Meeting held on August 07, 2024. The Non-Executive Directors of the Company are entitled to sitting fee and commission as per the statutory provisions and within the limits approved by the Shareholders which was approved by the Board of Directors as per the recommendation of the Nomination and Remuneration Committee.

Sr. No. Name of the Director Amount of Commission (In ')
1 Shri Rashesh C. Gogri 6,59,000
2 Shri Rajendra V. Gogri 5,67,000
3 Shri Parimal H. Desai 4,74,000
4 Dr. Vinay G. Nayak 8,82,000
5 Shri Bhavesh R. Vora 6,22,000
6 Prof Vilas G. Gaikar 6,59,000
7 Smt Rupal A. Vora 4,37,000
8 Smt Jeenal K. Savla 8,26,000
9 Shri Pradeep Thakur 4,00,000
10 Smt Nehal Garewal 4,00,000
TOTAL 59,26,000

II. Key Managerial Personnel

As on the date of this Report, the Key Managerial Personnel of the Company, in accordance with the provisions of Section 2(51) and Section 203 of the Act include:

1. Managing Directors;

a. Smt. Hetal Gogri Gala (additionally she has also been designated as the Vice Chairperson)

b. Shri Narendra J. Salvi

2. Shri Piyush Lakhani, Chief Financial Officer.

3. Shri Jeevan Mondkar, Company Secretary and Compliance Officer

Other than above, during the year under review, there was no change in the Key Managerial Personnel of the Company.

13. INDEPENDENT DIRECTORS

The Company has received requisite declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1 )(b) of the Listing Regulations. The Independent Directors have also confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. These declarations include confirmations that they are not barred from holding the office of director by any SEBI order or any other authoritative body. In the opinion of the Board, all the Independent Directors satisfy the criteria of independence as defined under the Act, rules framed thereunder and the Listing Regulations, and that they are independent of the Management of the Company. Furthermore, they have affirmed their adherence to the Code of Conduct outlined in Schedule IV of the Act.

I n the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iii a) of the Companies (Accounts) Rules, 2014. In terms of the requirements under the Listing Regulations, the Board has identified a list of key skills, expertise and core competencies of the Board, including the Independent Directors, details of which are provided as part of the Corporate Governance Report.

As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,

2014, all the Independent Directors (including those appointed during the year) have registered themselves with the Independent Directors Databank and also completed the online proficiency test conducted by the Indian Institute of Corporate Affairs.

Familiarisation Programme for Independent Directors

All the Independent Directors of the Company are made aware of their roles and responsibilities through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

The Senior Management makes presentations giving an overview of the Company's strategy, operations, products, markets in each Board Meeting.

Pursuant to Regulation 25(7) of the Listing Regulations, the Independent Directors of the Company were familiarised and the details of familiarisation programmes imparted to them during the year, are placed on the website of the Company and the web link at

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Directors of your Company, to the best of their knowledge and based on the information and explanations received from the Company, confirm that:

a) in the preparation of the Annual Financial Statements for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

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

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

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

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

15. ANNUAL PERFORMANCE EVALUATION

The Board of Directors has carried out an evaluation of its own performance, board committees, and individual Directors pursuant to the provisions of the Act and the SEBI Listing Regulations. A structured questionnaire was prepared after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The evaluation was undertaken by way of internal assessments, based on a combination of detailed questionnaires and verbal discussions.

The performance of the Committees and Independent Directors were evaluated by the entire Board of Directors except for the Director being evaluated. The performance evaluation of the Chairman, NonIndependent Directors and Board as a whole was carried out by the Independent Directors was carried out in a separate meeting of Independent Directors. The NRC and Board reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee meetings including preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

As per the evaluation results, the directors were satisfied with board effectiveness, experience, diversity, expertise, quality of board discussions and board meeting processes, etc. The Committees were also found to be effective in terms of their composition, functioning, competence of the members, compliance with statutory obligations, role and responsibilities and quality of discussions at the meetings.

The Board was satisfied that each director has diligently discharged their responsibilities as board member of the Company and had contributed meaningfully.

The Board of Directors expressed their satisfaction with the outcome of evaluation and the process followed thereof.

16. AUDIT COMMITTEE

The details of the composition of the Audit Committee, terms of reference, meetings held, etc. are provided in the Corporate Governance Report, which forms part of the Annual Report. During the year under review, there were no instances where the Board had not accepted any recommendation of the Audit Committee.

17. AUDITORS

a) Statutory Auditor and their Report

In accordance with the provisions of Section 139 of the Act, Gokhale & Sathe, Chartered Accountants (Firm Registration. No. 103264W) were appointed as the Statutory Auditors of the Company at the 4 th AGM for a term of 5 (five) years to hold office till the conclusion of 9 th AGM to be held in the year 2028.

The Statutory Auditors' Report forms part of the Annual Report. The said report does not contain any qualification, reservation or adverse remark for the year under review. During FY 2025-26, there were no instances of fraud which required the Statutory Auditors to report the same to the Central Government under Section 143(12) of Act and Rules framed thereunder.

b) Cost Auditor and their records

I n terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and have them audited every year.

The Board of Directors had appointed Smt. Ketki D. Visariya, Cost Accountants (Membership No. 16028), as the Cost Auditor of the Company for the financial year 2026-27. The remuneration payable to the Cost Auditor is required to be ratified by the Shareholders. Accordingly, a resolution seeking Shareholder's ratification for the remuneration payable to Smt. Ketki D. Visariya, Cost Accountants, is included at Item No. 4 of the Notice convening the AGM.

The Company has maintained cost records as specified under section 148(1) of the Act.

c) Secretarial Auditor and their Report

On the recommendation of the Audit Committee and the Board, the shareholders at the 6 th Annual General Meeting approved the appointment and remuneration of M/s Mehta & Mehta, Practising Company Secretaries (FRN: P1996MH007500) as the Secretarial Auditor for a term of Five years commencing from Financial year 2025-26.

Pursuant to provisions of Section 204(1) of the Act and Regulation 24A of the Listing Regulations, the Secretarial Audit Report for the Financial Year ended March 31, 2026 issued by CS Monali Bhandari (COP No. 10272), of M/s Mehta & Mehta, Practising Company Secretaries and the Secretarial Auditor of the Company in Form MR-3 is annexed as Annexure-C and forms an integral

part of this Report. During the year under review, the Secretarial Auditor had not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

There is no qualification, reservation or adverse remark or disclaimer made by the Auditor in their report.

18. RISK MANAGEMENT

The Board of Directors of the Company has already formed a Risk Management Committee to frame, implement, and monitor the risk management plan for the Company.The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness.

The Board takes responsibility for the overall process of risk management throughout the organisation. Through an Enterprise Risk Management programme, our business units and corporate functions address risks through an institutionalised approach aligned to our objectives.

A systematic review of risks identified is subject to a series of focused meetings of the. The Risk Management Committee meets periodically to review all the key risks and assess the status of mitigation measures.

Considering the volatility, uncertainties and unprecedented challenges involved in the businesses, the risk management function has gained more importance and it is imperative to manage and address such challenges effectively.

This is facilitated by an internal audit. The Business risk is managed through cross functional involvement and communication across businesses. The results of the risk assessment are presented to the senior management.

There have been no changes in our internal control over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting. The Company continuously strives to improve its Internal control system.

We continue to closely monitor, assess and implement mitigation plans in consideration of the turbulent geopolitical and economic landscape. This work is underpinned by foresight intelligence and scenario planning to look further ahead and build resilience to alternative futures. Our diverse global customer base gives us the flexibility to react to regional changes in demand by adjusting our sales mix into other markets,

while we may adjust product features or content should we face supply challenges informed through our enhanced supply chain risk management framework.

We continue to monitor and assess the global tariff environments to manage their ramifications as effectively as possible, and take mitigating actions such as implementing cost discipline, pricing actions, evaluate our offerings and improving geographical mix.

Risk Management is an integral and important aspect of Corporate Governance. Your Company believes that a robust Risk Management Framework ensures adequate controls and monitoring mechanisms for smooth and efficient running of the business. A risk- aware Company is better equipped to maximise shareholder value.

Your Company has always worked to be contemporary in the application of technology for its business processes and its interface, both within and outside the Company. Towards this end, review of business process, applications available and the digitisation of process with adequate controls is an ongoing work in progress. This calls for seamless integration with our consumers, customers and stakeholder operating ecosystems that can lead to a superior experience by improving agility and responsiveness across the business.

Cybersecurity is essential for any organisation to protect its digital assets from cyber-attacks, data breaches, and other security threats. Technology plays a critical role in cybersecurity and your Company has implemented several measures to enhance its Cybersecurity measures on the principles of Identify, Protect, Detect, Respond and Recover.

Your Board has adopted a Risk Management Policy, which is available on the Company's website at

The details of the composition of the RMC, terms of reference, meetings held, etc. are provided in the Corporate Governance Report, which forms part of this Report.

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has robust internal financial controls (IFC) systems, in line with the requirements of the Companies Act 2013. This system enhances transparency and accountability in the organisation's process of designing and implementing internal controls.

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies.The Company continuously strives to improve its Internal control system.

The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue.

The Company has appointed Manish Modi and Associates, Chartered Accountants as the Internal Auditor, who periodically audits the adequacy and effectiveness of the internal controls laid down by the Management and suggests improvements. This ensures that all Assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised, recorded and reported diligently. Your Company's internal control systems are commensurate with the nature and size of its business operations. Internal Financial Controls are evaluated and Internal Auditors' Reports are regularly reviewed by the Audit Committee of the Board.

The Audit Committee also deliberates with the management and is satisfied with the adequacy and effectiveness of the internal financial control systems as laid down and kept the Board of Directors informed

The Statutory Auditors Report on Internal Financial Controls as required under Clause (i) of sub-section 3 of Section 143 of the Act is annexed with the Independent Auditors' Report.

20. RELATED PARTY TRANSACTIONS

I n line with the requirements of the Companies Act, 2013 and the Listing Regulations, the Company has a Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions which is uploaded on the Company's website at . During the year under review, this Policy was amended to incorporate the regulatory amendments. The Policy captures framework for Related Party Transactions and intends to ensure due and timely identification, approval, disclosure and reporting of transactions between the Company or its subsidiaries on one side and Related Parties on the other, in compliance with the applicable laws and regulations as may be amended from time to time.

All transactions with related parties and subsequent material modifications, if any, are placed before the Audit Committee for its review and approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature, based on the criteria approved by the Audit Committee. The Company has obtained prior approval from the Audit Committee for all related party transactions, except for transactions amounting to ' 5.16 Lakhs with one of the related parties, for which ratification was obtained subsequently. A statement of related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of transactions. A report of factual findings arising out of the accepted procedures carried out in regard to transactions with Related Parties is given by the Statutory Auditors on quarterly basis and the same is placed before the Audit Committee.

There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other Designated Persons which may have potential conflict with interest of the Company at large.

Since all related party transactions entered into by the Company were in ordinary course of business and were on an arm's length's basis, Form AOC-2 is not applicable to Company. Further, there were no material related party transactions in terms of the Listing Regulations requiring approval of the Shareholders during the year under review.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges within statutory timelines. Besides, the details of related party transactions are provided in the accompanying financial statements.

21. NOMINATION AND REMUNERATION COMMITTEE ('NRC') AND NRC POLICY

Pursuant to Section 178(3) of the Act and Regulation 19 of Listing Regulations your Company has framed a policy on Directors' appointment and remuneration and other matters which is available on the website of your Company and link for the same is

The Remuneration Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Company's Remuneration Policy is directed

towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

The composition of the Committee, attendance at its meetings and other details have been provided as part of the Corporate Governance Report.

Your Company has adopted a Nomination and Remuneration Policy ('Policy') which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down criteria for selection and appointment of Board Members.

The Committee also plays an important role and is responsible for administering the Stock Options Scheme as applicable to the eligible employees of the Company.

22. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-D and forms an integral part of this Report. As per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2). However, these are available for inspection during business hours up to the date of the forthcoming AGM at the registered office of the Company. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office address of the Company.

23. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

At Aarti Pharmalabs Limited (APL), our focus is 'Right person for right job at right time', keeping this in mind we recruit people with the relevant experience and academic background and ensure long term engagement brings results in win-win situations for both employees as well as the organisation. We believe our people are assets in the organisation and invest quality time in nurturing their talent, improving productivity consistently and providing growth paths for them. People at APL are proud of their association with the Company.

We firmly believe that our people are our greatest strength and the key to our continued success. Guided

by this belief, our HR Department remains dedicated to attracting, developing, engaging, and retaining talent through people-centric policies and industry-leading practices. Our consistent focus on nurturing human capital enables us to deliver on our business goals while fostering a culture of trust, growth, and mutual success.

Empowering Our People Through Digital Transformation

Building directly upon the insights gathered from last year's comprehensive Employee Satisfaction Survey (ESS)- which revealed a strong 75% employee satisfaction rate -we transitioned from validation to targeted action this year. To sustain this momentum and honour our commitment to fostering a progressive, agile, and high-performance work culture, the organisation embarked on a milestone HR digitalisation journey.

We successfully rolled out a unified digital HR ecosystem, anchored by the implementation of PMS (Performance Management System) , a revamped Reimbursement Module , a dedicated Mobile App , and an advanced Learning & Development (L&D) platform.

 Performance & Execution: The automated Spine PMS has brought unprecedented transparency, alignment, and real-time tracking to our appraisal and goal-setting processes.

 Efficiency & Accessibility: The introduction of the new Reimbursement Module and the integrated Mobile App has eliminated administrative friction, offering our workforce seamless, on-the-go access to essential HR services.

 Skill & Growth Culture: The modern L&D platform ensures that continuous learning is democratised, empowering employees across all functions and locations to upskill at their own pace.

By converting our employees' aspirations into digital reality, we have not only simplified daily workflows but also deeply enhanced employee engagement, futureproofing our talent architecture for the growth ahead.

Performance Appraisals & Rewarding System

Recognising and rewarding performance in a fair and timely manner remains a cornerstone of our HR strategy. During the year, we ensured that all employees up to the manager level received timely performance evaluations and corresponding rewards in April 2026 . For senior managers and above, appraisals were completed by May 2026 . Notably, the average rewards provided were significantly higher than the previous year and exceeded the pharmaceutical industry benchmarks published in Deloitte's 2025-26 Pharma Report . This commitment to market-competitive recognition strengthens our

employee value proposition and supports our efforts to attract and retain top talent. Additionally, the appraisal process identified key training needs, which are being addressed through targeted development programmes.

Attrition Management

The Company recognises that optimal workforce discipline and productivity are critical to sustaining operational excellence. Through an appropriate recruitment methodology, robust retention policies, and an enriching work environment, we have consistently strived to manage our talent architecture effectively during a period of market-wide talent mobility, with our attrition rate standing at 19.22% for 2025-2026. In response to this trend, we have proactively intensified our employee growth plans and modernised our people practices to raise retention standards. This transition reflects our focus on cultivating a high-performance culture, and the heightened sense of responsibility among our core teams continues to drive the organisation forward.

In addition, we are committed to promoting gender equality by increasing recruitment opportunities for women, both at our offices and factory locations. While the industry average for female representation stands at 27%, over the next two years we aim to significantly increase the number of female employees across all levels.

Proactive Leadership & Talent Management

The Company has customised its organisational structure to align with evolving business requirements and to provide clarity on roles and responsibilities within each function. We have placed strong emphasis on strengthening second-line leadership across all critical areas. During the year, we identified high-potential employees at various levels and invested in preparing them for larger roles and greater responsibilities. This structured approach to succession planning ensures organisational stability and enhances our readiness to meet future challenges effectively. Clear role definitions and functional targets further support accountability and performance.

Developing a sustainable talent pool remains a key priority for us. To this end, we successfully expanded our talent pipeline by recruiting 8% of our workforce as Graduate Engineer Trainees (GETs) in FY 202526. These young graduates undergo a structured onboarding programme, followed by continuous functional training modules to build the required competencies before they assume key roles within the Company. This initiative not only nurtures local talent near our manufacturing facilities but also contributes to reducing attrition by creating a steady pipeline of skilled professionals ready to step in as needed.

Employee Engagement Initiatives

At APL, we believe that an engaged workforce is more productive, innovative, and committed. To nurture this engagement systematically, we introduced a comprehensive annual event engagement calendar this year and drove all activities accordingly. This structured approach allowed us to successfully organise a variety of initiatives, including inter-unit sports tournaments, regional picnics, festival celebrations, Women's Day special events, and health & wellness camps. Additionally, we continue to honour local cultural traditions through site-specific poojas and gatherings, which strengthen team bonding and promote a deep sense of belonging. These efforts have played a vital role in enhancing employee morale and remain central to our long-term workforce retention strategies.

Way Forward

We believe that continuous learning and operational efficiency are key to staying ahead of the competition. To support this, we have systematically modernised our workplace tools by implementing a series of advanced modules within our integrated HRMS system, each delivering distinct strategic benefits:

 Performance Management System (PMS): Drives a high-performance culture by bringing absolute transparency, objective goal alignment, and realtime tracking to our appraisal processes.

 Expenses & Reimbursement Module: Maximises financial accuracy and slashes administrative turnaround times through automated, paperless claims processing.

 Learning & Development (L&D) Module:

Centralises capability building, empowering our workforce across all locations with democratised access to continuous upskilling.

 Dedicated Mobile App Service: Promotes

seamless, frictionless usage of HR services by giving employees instant, on-the-go access to their profiles, requests, and essential tools right from their smartphones.

Feedback on evolving learning and development needs is regularly captured through our self-appraisal system, ensuring that our ongoing training initiatives remain deeply relevant and impactful.

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure-E and forms an integral part of this Report.

25. AARTI PHARMA PERFORMANCE STOCK OPTION PLAN 2023

Aarti Pharma Performance Stock Option Plan 2023 ('PSOP 2023') was approved by the shareholders at the 4 th AGM of the Company held on September 14, 2023, under which stock options would be granted to the eligible employees in compliance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

During the year under review, the Company granted 42,000 options to eligible employees under PSOP 2023 as per the recommendation of the Nomination and Remuneration Committee, at its meeting held on May 10, 2025. Subsequent to March 31, 2026, the Company granted 57,600 options to eligible employees under PSOP 2023 as per the recommendation of the Nomination and Remuneration Committee, at its meeting held on May 25, 2026.

Your Company has received a certificate for FY 2025-26 from CS Monali Bhandari (COP No. 10272), M/s Mehta & Mehta, Practising Company Secretaries and the Secretarial Auditor of the Company that PSOP 2023 has been implemented in accordance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the shareholders. Any request for inspection of the said aartipharmalabs.com

The details of the stock options granted under the PSOP Scheme and the disclosures in compliance with Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the website of the Company at regulations-fy-2025-26.pdf

26. CORPORATE GOVERNANCE

Your Company upholds a strong corporate governance framework, built on the foundation of effective leadership, well-defined policies, streamlined processes, and a deeply ingrained legacy of values. The Board, in collaboration with the management team, establishes and drives the Company's principles, ensuring that business operations align with these core values. These ethics and standards are seamlessly woven into the Company's culture, business practices, disclosure policies, and stakeholder relationships, maintaining alignment with international best practices and exemplary corporate conduct.

Your Company has fully adhered to the mandatory Corporate Governance requirements outlined in the Listing Regulations. In compliance with Regulation

34 of the Listing Regulations, a dedicated Corporate Governance Report is annexed hereto, forming an integral part of this Report. Additionally, the requisite certification from M/s Mehta & Mehta, Practising Company Secretaries (Firm Registration No P1996MH007500) is attached to the Corporate Governance Report.

27. HEALTH AND SAFETY

At Aarti Pharmalabs Limited (APL), the health and safety of all stakeholders-including employees, contractors, customers, and visitors-stands as a fundamental organisational priority. By integrating safety into every facet of its operations, from research and development and manufacturing to supply chain management, the Company utilises advanced infrastructure, robust systems, continuous training programmes, and a deep- rooted safety culture. APL is committed to a proactive approach in identifying and mitigating risks to maintain a secure and compliant working environment across all sites throughout FY 2025-26.

Governance Mechanism

Aarti Pharmalabs Limited has implemented robust governance structures to manage its health and safety protocols. To facilitate employee involvement and equitable representation in safety-related decisions, EHS Committees have been established across all organisational levels. These groups are tasked with assessing risks, monitoring the completion of corrective measures, analysing incident data, and managing escalations. The Company adopts a methodical hierarchy for risk mitigation, focusing on elimination, substitution, and both engineering and administrative controls. Furthermore, a rigorous Permit to Work protocol is maintained for high-risk operations- including hot work, work at heights, and confined space entry-supported by definitive safety procedures and communication standards.

Occupational Health and Safety

Committed to high standards of occupational health and safety, Aarti Pharmalabs Limited (APL) aligns its operations with the ISO 45001:2018 framework. Through the Aarti Pharma Management System (APMS), the Company maintains an extensive Occupational Health and Safety Management System that applies to all employees, contractors, and visitors.

The system enforces critical protocols, including:

 Comprehensive training in chemical handling and the correct application of personal protective equipment (PPE).

 Strict adherence to established emergency response procedures.

 Proactive risk identification through regular safety drills, inspections, toolbox talks, and monthly campaigns.

 Mandatory medical screenings during onboarding and at periodic intervals to meet regulatory requirements.

To enhance timely risk mitigation, APL has further integrated a specialised software platform across its sites to efficiently identify and resolve potential workplace hazards.

Process Safety

To evaluate and control the risks associated with hazardous chemical handling, APL maintains a centralised Process Safety Laboratory utilising sophisticated technologies like Thermal Screening Units (TSu) and Reaction Calorimeter (RC1mx). This internal facility produces vital information regarding powder safety and reaction characteristics, guiding decisions for secure processing and plant engineering. The laboratory completed 468 TSu analyses, 132 RC1mx trials, and 133 evaluations of powder safety throughout FY 2025-26. APL employs a systematic four-tier framework for process safety risk assessment: Step 1 involves Process Safety Information; Step 2 covers Hazard Checklist & HIRA; Step 3 utilises HAZOP; and Step 4 encompasses PSSR. These stages are further supported by occupational exposure banding and methodologies such as FMEA, What-if analysis, and Fault Tree Analysis. Ongoing process safety expertise is developed across the workforce through a combination of internal and external training initiatives.

Safety Training

To cultivate a proactive safety culture, APL facilitates targeted and regular safety training initiatives for its workforce. These comprehensive programmes focus on safe work procedures, hazard identification, the application of safety signage, and emergency preparedness. During the 2025-26 fiscal year, the Company successfully executed 4,339 Occupational Health and Safety (OHS) training sessions.

Instructional delivery is managed by a combination of external consultants and internal specialists through various channels, including on-site safety displays, online meetings, and traditional classroom settings. Beyond formal training, APL reinforces safety awareness through practical emergency drills and dedicated safety campaigns. A key component of this culture is the empowerment of employees, who are encouraged to identify and report unsafe conditions and are authorised to halt operations if they encounter hazardous situations.

Contractor Health & Safety

To ensure all onsite activities are performed under authorised and regulated conditions, APL enforces rigorous safety standards for its contract workforce. These protocols encompass mandatory work permit systems for job authorisation and site access, comprehensive safety induction training, and pre-employment medical evaluations. The Company maintains close oversight of contractors to verify continuous adherence to established safety benchmarks.

Customer Health & Safety

Ensuring the well-being of its clients remains a primary objective for APL. The organisation maintains strict alignment with international product safety benchmarks, incorporating Globally Harmonised System (GHS) labels and comprehensive Material Safety Data Sheets (MSDS) into its operations. Furthermore, APL ensures its methodologies are consistent with the European Union's REACH standards. The success of these safety communication strategies and risk management procedures is demonstrated by the fact that no significant health or safety grievances were recorded from customers during the 2025-26 fiscal year.

Occupational Health Centres (OHC)

In accordance with regulatory requirements, Aarti Pharmalabs Limited (APL) delivers comprehensive on-site occupational health services across all its manufacturing and R&D facilities through dedicated Occupational Health Centres (OHCs). These centres are operated by qualified factory medical officers and nurses, providing continuous 24x7 medical support. A key focus of these OHCs is the management of health risks associated with noise-intensive machinery and exposures to corrosive chemicals, solvents, and powders. To support rapid emergency medical response, the facilities are equipped with first aid resources and onsite ambulances. Under the supervision of the Factory Medical Officer, employees undergo regular medical surveillance via annual or semi-annual health assessments, with follow-up care provided to support full rehabilitation. Furthermore, all OHCs have established mutual aid agreements with adjacent industries and local hospitals to enhance their emergency preparedness.

Incident Learning and Safety Culture

Through its monthly 'Learning from Incidents' forum, APL cultivates a robust safety learning culture by reviewing and sharing incident details across all locations to avoid recurrence. The organisation institutionalises these lessons company-wide by assigning Global Corrective and Preventive Actions (CAPA). As an industry leader, APL also actively tracks

potential incidents within peer sectors and proactively applies relevant CAPA to its own operations. Staff members are encouraged to provide safety input via internal software systems and anonymous suggestion boxes. Furthermore, transparent communication and individual accountability are promoted at every level through open forums such as Toolbox Talks.

ENVIRONMENT

Energy Conservation & Consumption

During the current fiscal year, our aggregate energy usage amounted to 68,166,861 gigajoules (GJ). Of this total consumption, renewable energy sources contributed 84,393.32 GJ. As a component of our enduring sustainability strategy, we have launched impactful programmes aimed at decreasing our reliance on traditional fossil fuels. A significant number of our facilities have moved away from furnace oil in favour of cleaner alternatives, successfully lowering our overall emissions. Furthermore, to advance our renewable energy objectives, we have begun sourcing solar-generated electricity for our Tarapur cluster from a dedicated plant in the Akola district of Maharashtra. This initiative is designed to utilise solar power to balance traditional energy consumption and foster a low-carbon operational framework throughout our entire value chain.

Hazardous Waste Management

Aarti Pharmalabs Limited employs a systematic and comprehensive waste management framework. We ensure that every type of waste-whether hazardous or non-hazardous-is meticulously segregated, recovered, or recycled in alignment with its specific chemical and physical characteristics. All disposal processes strictly adhere to prevailing environmental mandates. To minimise our ecological footprint and maximise resource recovery, we consistently evaluate and modernise our waste management protocols.

Water & Wastewater Management

During FY 2025-26, our aggregate water usage totaled 461885 kiloliters (KL). This volume was composed of both freshwater, primarily obtained from industrial providers, and recycled or recovered sources. Demonstrating our dedication to circular water management, recycled water accounted for an impressive 82.11% of our total consumption. We persist in refining our water stewardship by adopting sophisticated treatment methods. To ensure responsible wastewater management, we utilise high- efficiency systems such as Reverse Osmosis (RO) units, Multiple Effect Evaporators (MEEs), Mechanical Vapour Recompression (MVR), and Agitated Thin Film Dryers (ATFD). These technologies facilitate substantial water reclamation and minimise waste output. Furthermore,

a strict Zero Liquid Discharge (ZLD) mandate is applied across all production facilities, guaranteeing that no untreated effluent enters the environment and that our operational influence on water resources is kept to a minimum.

Product End-of-Life Management

A formal system is in place to manage the end-of-life phase for all items produced at our sites, with each product receiving a thorough shelf-life analysis driven by R&D research. We provide technical expertise and assistance for the secure, compliant treatment or disposal of expired goods when requested by clients. Additionally, our Extended Producer Responsibility (EPR) initiative facilitates the systematic collection and disposal of plastic packaging waste at the conclusion of its lifecycle.

Our robust lifecycle management and commitment to reducing environmental liabilities were evidenced in FY 2025-26, during which no instances of product end-of-life treatment were reported. This resulted in a zero environmental footprint within this specific category for the period.

28. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (BRSR)

The Listing Regulations mandate the inclusion of the Business Responsibility & Sustainability Reporting as part of the Annual Report for top 1,000 listed entities based on market capitalisation. BRSR for the year under review, as stipulated under Regulation 34(2) (f) of Listing Regulations is in a separate section forming part of the Annual Report.

29. VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Act and the Rules prescribed thereunder and the Listing Regulations is implemented through the Company's Vigil Mechanism Policy. The said Policy of your Company is available on the Company's website at

It enables the Directors, employees and all stakeholders of the Company to report genuine concerns (about unethical behaviour, actual or suspected fraud, or violation of the Code) and provides for adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee.

No whistle-blower complaints have been received during the year under review.

30. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company believes that every woman employee should have the opportunity to work in an environment free from any conduct which can be considered as Sexual Harassment. The Company has Zero Tolerance towards sexual harassment at the workplace.

The Company is committed to treating every employee with dignity and respect. The Policy framed by the Company in this regard provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. The POSH Policy is gender inclusive and the framework ensures complete anonymity and confidentiality. The said Policy of your Company is available on the Company's website at .

Internal Complaints Committees (ICC) has been set up to redress complaints received regarding sexual harassment.

During the year under review, your Company has not received any complaint pertaining to sexual harassment. Following is the details of complaints received, disposed and pending more than 90 days:

Number of sexual harassment complaints received during the financial year Nil
Number of complaints disposed of during Nil
the year
Number of cases pending for more than Nil
90 days

Additionally the Company has complied with the provisions of Maternity Benefit Act, 1961.

Pursuant to the requirements of Rule 8(2)(ii)(b) of the Companies (Accounts) Rules, 2014 (as amended), the Company confirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961 during the financial year under review.

The Company remains committed to providing a supportive and inclusive workplace for all employees and has ensured that all benefits and safeguards under the said Act have been extended to eligible women employees.

Further, awareness sessions have been conducted to apprise employees of their rights, and appropriate internal systems have been maintained to facilitate timely disbursement of maternity benefits.

31. SECRETARIAL STANDARDS

The Company has generally complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), issued by Institute of Company Secretaries of India

32. DETAILS OF DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from the public falling within the ambit of Section 73 of the Act and the rules framed thereunder. The requisite return for FY 2025-26 with respect to amount(s) not considered as deposits has been filed.

BANK LOAN FACILITIES

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates. Below are the details of Credit Ratings as on March 31,2026:

Facilities Long Term Issuers Rating and Bank Loan Ratings
Rating Agency CRISIL Rating Limited
Rating CRISIL AA-/ Stable

33. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT-7 for financial year 2025-26, is available on the Company's website at .

34. INVESTOR EDUCATION AND PROTECTION FUND ('IEPF')

Pursuant to the demerger of pharma undertaking of Aarti Industries Limited during FY 2022-23, proportionate number of shares (i.e.3,13,656 shares) held by the shareholders of Aarti Industries Limited, which were then lying in the IEPF account, were credited to the IEPF demat account of the Company. As at March 31, 2026, 3,06,173 (Three Lakhs Six Thousand One Hundred and Seventy Three) equity shares are lying with IEPF. The Final Dividend for FY 2024-25 and Interim Dividend for FY 2025-26 accrued on such shares was credited to the designated bank account of the IEPF authority. Further, the final dividend for FY 2025-26, if approved by the shareholders at the ensuing AGM, shall be credited to the designated bank account of the IEPF authority.

Except for the above, no amount is due to be transferred to the IEPF Account.

35. COMPLIANCE MANAGEMENT SYSTEM

Your Company has deployed a Statutory Compliance Mechanism providing guidance on broad categories of applicable laws and processes for monitoring compliance.

In furtherance to this, your Company has instituted an online compliance management system within the organisation to monitor compliances and provide updates to the senior management on a periodic basis.

The Audit Committee and the Board periodically monitor the status of compliances with applicable laws.

36. SWAYAM INVESTOR SELF-SERVICE PORTAL

'SWAYAM' is a secure, user-friendly web-based application, developed by 'MUFG Intime India Private Limited' (Formally known as 'Link Intime India Pvt Ltd.'), our Registrar and Share Transfer Agents, that empowers shareholders to effortlessly access various services. This application can be accessed at

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations.

38. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no other material changes and commitments affecting the financial position of the Company, which had occurred between the end of the Financial Year to which these financial statements relate and the date of the Report.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the FY 2025-26, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016 ('the Code').

Further, there is no application or proceeding pending against your Company under the Code.

40. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the FY 2025-26, the Company has not made any settlement with its bankers for any loan/ facility availed or/and still in existence.

41. GENERAL DISCLOSURES

The Managing Director(s) have not received any remuneration or commission from the subsidiary of your Company.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. I ssue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme save and except Employees Stock Option Schemes (ESOP) referred to in this Report.

3. Voting rights which are not directly exercised by the employees in respect of shares for the subscription / purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

4. There has been no change in the nature of business of your Company.

5. There was no revision of financial statements and Board's Report of your Company during the year under review.

42. ACKNOWLEDGEMENT

The Board of Directors place on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels and the constructive cooperation extended by them. Your Directors would like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, Auditors, Financial Institutions, Customers, Employees, Suppliers, other business associates and various other stakeholders.

ANNEXURE-A

FORM AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures

PART 'A': SUBSIDIARIES Number of Subsidiaries : 2

' in Lakhs

Particulars Details
CIN/ any other registration number of Subsidiary Company U24290MH2019PLC333628 1954413
Name of Subsidiary Aarti Pharmachem Limited Aarti USA Inc.
The date since when subsidiary was acquired July 01,2021 July 01,2021
Provisions pursuant to which the Company has become a subsidiary (section 2 (87)(i)/section 2(87)(ii) Section 2(87)(ii) Section 2(87)(ii)
Reporting period for the subsidiary concerned, if different from the holding company\u2019s reporting period. March 31,2026 March 31,2026
Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. Not applicable The Financial Statement of Aarti USA Inc whose reporting currency is other than INR are converted into Indian Rupees on the basis of appropriate exchange rate as per the applicable Accounting Standard. US$ 1 = ' 94.84.
Share capital 25.00 1.00
Reserves and surplus (4.96) (6.66)
Total assets 20.40 13.93
Total Liabilities 0.36 19.60
Investments 0 1.88
Turnover 0 23.39
Profit before taxation (0.52) (3.15)
Provision for taxation (net) 0 .20
Profit after taxation (0.52) (3.35)
Proposed Dividend 0 0
Extent of shareholding (in percentage) 100% 100%

No. of subsidiaries which are yet to commence operations: Not applicable

No. of subsidiaries which have been liquidated or sold during the year: Not applicable

PART 'B' - ASSOCIATES AND JOINT VENTURES Number of Associates /Joint venture: 1

Sr. No. Particulars Details
1. Name of the Joint Venture Ganesh Polychem Limited
2. Latest audited Balance Sheet date March 31,2026
3. Date on which the Joint Venture was associated or acquired From the beginning of the Financial Year i.e. April 01,2025
4. Shares of Joint Venture held by the Company on the year end
A. No. of Shares held 3098257
B. Amount of Investment in Joint Venture ' 1260.86 Lakhs
C. Extent of holding % 50%
5. Description of how there is significant influence By way of shareholding
6. Reason why the associate/joint venture is not consolidated Not applicable
7. Networth attributable to shareholding as per latest audited Balance Sheet ' 16,206.60 Lakhs
8. Profit or Loss for the year
A. Considered in Consolidation ' 978.89 Lakhs
B. Not Considered in Consolidation -

Names of associates or joint ventures which are yet to commence operations: Not applicable

Names of associates or joint ventures which have been liquidated or have ceased to be associated or Joint Venture during the year: Not applicable

THE ANNUAL REPORT ON CSR ACTIVITIES CARRIED OUT DURING FY 2025-26

1. BRIEF OUTLINE ON CSR POLICY OF THE COMPANY

The CSR initiatives undertaken by your Company upholds the principles of a responsible corporate citizen and aims to distribute the economic benefits derived by it through active collaboration with credible institutions by contributing to the social and economic development of the communities in which it operates.

The Company's policy on CSR, sets out a statement containing the approach and direction given by the Board of Directors after taking into account the recommendations of its CSR Committee and includes guiding principles for selection, implementation and monitoring of activities as well as formulation of the annual action plan.

This policy is framed pursuant to Section 135 of the Companies Act, 2013 read with the Rules made thereunder as amended time to time.

2. COMPOSITION OF CSR COMMITTEE

The Composition of the CSR Committee as on the date of this report is as follows:

Sr. No Name of Director Designation Nature of Directorship Number of meetings of CSR Committee held Attendance at the Meeting
1. Smt Hetal Gogri Gala Chairperson Vice Chairperson & Managing Director One Meeting was held on April 16, 2025 Yes
2. Shri Rajendra V. Gogri Member Non-Executive Director Leave of Absence
3. Smt Jeenal K. Savla Member Independent Director Yes
4. Prof Vilas G. Gaikar Member Independent Director Yes

3. DISCLOSURES AT WEB LINK

The composition of the CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company

CSR Committee - CSR Policy - CSR Projects approved by Board -

4. EXECUTIVE SUMMARY ALONG WITH THE WEB LINK(S) OF IMPACT ASSESSMENT OF CSR PROJECTS CARRIED OUT IN PURSUANCE OF SUB-RULE (3) OF RULE 8 OF THE COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES, 2014

In pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the impact assessment of CSR projects undertaken by the Company during FY 2025-26, is not applicable.

However, project wise amounts spent together with the lives impacted thereby have been covered later in this report.

5. (a) Average net profit of the Company as per sub-section (5) of section 135: - ' 2,81,40,55,542
(b) Two percent of average net profit of the Company as per sub-section (5) of section 135: - ' 56,281,1 1 1
(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: - Nil
(d) Amount required to be set-off for the financial year, if any: - Nil
(e) Total CSR obligation for the financial year [(b)+(c) - (d)]: - ' 56,281,1 1 1

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): - ' 56,520,000

(b) Amount spent on Administrative Overheads: - Nil

(c) Amount spent on Impact Assessment, if applicable: - Nil

(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: - ' 56,520,000

(e) CSR Amount spent/ Unspent for the Financial Year

Total Amount Spent for the Financial Year (' in Lakhs) Total Amount Unspent (' in Lakhs)
Total Amount transferred to Unspent CSR Account as per section 135(6) Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5)
Amount Date of Transfer Name of Fund Amount Date of Transfer
565.20 Not Applicable

(f) Excess amount for set off, if any:

Sr. No. Particulars Amount in '
(i) Two percent of average net profit of the Company as per section 135(5) 56,281,1 1 1
(ii) Total amount spent for the Financial Year 56,520,000
(iii) Excess amount spent for the financial year [(ii)-(i)] 2,38,889
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any Nil
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 2,38,889

7. DETAILS OF UNSPENT CSR AMOUNT FOR THE PRECEDING THREE FINANCIAL YEARS:

Sr. Preceding Amount Balance Amount Amount transferred Amount Deficiency,
No. financial transferred amount in spent in the to a fund as specified remaining to if any
year(s) to unspent unspent CSR financial under Schedule VII as be spent in
CSR account account under year per second proviso succeeding
under sub- sub-section (6) (' in Lakhs) to sub-section (5) of financial years
section (6) of of Section 135 Section 135, if any (' in Lakhs)
Section 135 (1) Amount Date of Date of
(' in Lakhs) (' in Lakhs) (' in Lakhs) Transfer Transfer
Not Applicable, since there is no Unspent CSR Amount for the preceding three financial years

8. WHETHER ANY CAPITAL ASSETS HAVE BEEN CREATED OR ACQUIRED THROUGH CORPORATE SOCIAL RESPONSIBILITY AMOUNT SPENT IN THE FINANCIAL YEAR: No.

If Yes, enter the number of Capital assets created/ acquired: - Not Applicable

9. SPECIFY THE REASON(S), IF THE COMPANY HAS FAILED TO SPEND TWO PER CENT OF THE AVERAGE NET PROFIT AS PER SUB- SECTION (5) OF SECTION 135: - Not Applicable