We are pleased to present the Report on our business and operations for the year ended March 31, 2025.

1. Results of our operations

2. Corporate Governance

We believe good corporate governance is an essential foundation of our corporate philosophy, which ensures oversight and accountability, ethical corporate behaviour and fairness to all the stakeholders comprising investors, regulators, employees, customers, vendors and the society at large. As required by the SEBI (Listing Obligations and Disclosure Requirements), 2015, we attach herewith the Corporate Governance Report with the Auditor’s Certificate thereon.

3. Management Discussion and Analysis (M.D.& A)

Pursuant to the Listing Regulations 2015, a separate composite and comprehensive report on Management Discussion and Analysis has been attached to this report.

4. Business Portfolios and Performance

Our company operates as a diverse business entity, specializing in logistics services, coffee processing and trading, rubber plantations, and the manufacturing and trading of natural fiber products and mattresses. Below, we present an overview of our various portfolios along with performance details for the fiscal year 2024-25:

Coffee

India’s coffee exports for the financial year ending in March 2025 have reached a record high of $1.816 billion, driven by rising global prices. The international market has seen significant increases for both Arabica and Robusta varieties, largely due to adverse weather conditions affecting Brazil and Vietnam, the leading producers of these coffees. Concerns are mounting regarding declining inventories in consuming nations and the potential impact of unfavorable weather on the upcoming Brazilian crop. Additionally, the ongoing conflict in the Middle East has resulted in the closure of the Red Sea, causing longer transit times and elevated freight costs. For the 2024/25 season, global coffee production is projected to rise by 4 percent to 174.9 million bags, while consumption is expected to increase by only 3 percent to 168.1 million bags. Despite the overall production growth, Brazil’s crop for 2025 is anticipated to be lower, contributing to a bullish market outlook as destination stocks continue to dwindle.

Aspinwall stands out as one of India’s premier producers of specialty coffee, particularly known for its distinctive Monsooned varieties that have gained popularity in the global market. These unique coffees are primarily exported to various European nations, including Germany, Switzerland, Italy, and the UK, as well as Scandinavian countries like Norway and Sweden. Additionally, markets in Australia, the USA, Russia, and select Asian countries such as Japan and Taiwan also appreciate our offerings. For the past 15 years, the Coffee Division has played a vital role in driving the company’s profitability.

In agriculture and forestry, sustainability focuses on implementing practices that minimize negative environmental impacts, promote biodiversity, conserve natural resources, and support the livelihoods of farmers and communities. Sustainable agriculture aims to reduce chemical inputs, optimize water and energy usage, promote soil health, and protect ecosystems.

Coffee Division has made significant progress in the sustainability Programme - Nespresso AAA program, Rainforest Alliance.

At present, there are a total of 251 active planters under the AAA program, with a combined acreage of about 12000, encompassing both Arabica and Robusta coffee.

Under the Nespresso AAA program we continue with farm activities like Vermicompost production by providing them with the required in puts on the coffee farms.

Tool for the Assessment of Sustainable Quality plays a vital role in the AAA sustainability program which underpins the relationship between all participants and the implementation of best agricultural practices in the coffee field.

We are pleased to announce the renewal of our Rainforest Alliance (RA) certification for our farmers’ group. This sustainable certification program aims to foster a more sustainable world by leveraging social and market forces to safeguard nature while enhancing the livelihoods of farmers and forest communities. The international market is increasingly seeking Rainforest Alliance-certified coffee, and by 2025, we plan to expand our group, which currently includes 82 farmers cultivating approximately 1,500 acres of certified coffee under the Rainforest Alliance Sustainable certification program, driven by Aspinwall’s initiative and responsibility. The coffee produced by these farms is exclusively for Aspinwall’s use, and our Mangalore coffee production facility has also achieved certification as a Rainforest Alliance (RA) supply chain unit.

The European Union (EU) has delayed the enforcement of the European Union Deforestation Regulation (EUDR) until December 31, 2025. This legislation mandates that all products entering the EU after this date must originate from land that has not been deforested and must be produced through ethical practices. To comply with this regulation, exporters are required to provide polygon data for the estates from which their coffee is sourced, ensuring that it meets EU standards regarding deforestation. In anticipation of these requirements, we have established a comprehensive database containing the polygon information for all estates from which we source

our coffees. As a result, Aspinwall Coffee Division is proud to offer only 100% EUDR compliant coffees.

Monsooned Coffee has received GI certification from the Indian Coffee Board. On December 26, 2023, we were granted the Authorized User Certificate for both GI Monsooned Malabar Arabica and Monsooned Malabar Robusta Coffees. We are now utilizing the GI logo on our shipments to meet the requirements of our buyers.

India exports more than 70 percent of its coffee production, and due to increased prices, producers are processing their cherry coffee into parchment. However, this trend is posing issues, as the availability of cherry coffee is declining, which negatively impacts quality. The international market has seen a rise in prices for both Arabica and Robusta, making the cost of Monsooned Coffees unsustainable. Consequently, buyers are purchasing only what they need, leading to reduced margins for growers who are anticipating higher domestic prices while buyers hold out for lower costs. After experiencing two profitable years, coffee growers are now selling in small quantities to optimize earnings, often at the expense of quality. This situation has resulted in rising raw material costs alongside shrinking order volumes and revenues. Additionally, reliance on monsoon rains means that any fluctuations in weather patterns could further affect financial outcomes, posing significant operational challenges and potentially impacting profits.

Logistics

The performance of Bulk Cargo was generally satisfactory, with the Tuticorin branch achieving notably higher results due to its effective handling of imports such as maize and cattle feeds. In contrast, Mangalore’s performance fell short of expectations, primarily due to decreased warehouse income resulting from frequent cargo movements. The ongoing global decline in fertilizer prices has facilitated imports; however, government policies promoting domestic production and the use of Nano Urea have led to a further reduction in Urea imports, which was somewhat balanced by an increase in Complex Fertilizer imports. The location expects this trend in fertilizer cargo traffic to continue. A key development for this year includes the installation of a new Automatic Bagging Machine with duplex capabilities, aimed at addressing persistent labor challenges and improving operational efficiency.

Alongside Tuticorin, several other locations have shown commendable performance compared to the previous year, contributing to an overall satisfactory outcome in Bulk Cargo handling for the current year, despite a slight decline in gross profit. The freight forwarding branches have also performed well, achieving increased business volumes across various services, including Customs Clearance and logistics, which positively impacted revenue. Mumbai Branch maintained a steady trajectory, concluding the financial year on a high note by securing and managing project cargoes while expanding its business. Cochin Branch excelled in its activities, with stable revenues from warehousing and import break bulk operations. In Trivandrum, all necessary licenses and registrations have been finalized, paving the way for cargo handling once the Vizhinjam Sea port terminal opens for EXIM cargo. However, business volumes at other branches remained stable, with Goa facing challenges due to the absence of feeder services, leading to a decline in handled volumes. The management is actively working to mitigate losses through significant reductions in operating costs. In Bangalore, major customers are opting for the gateway port of Chennai, resulting in lower revenues, but the Company is intensifying marketing efforts to improve outcomes in the upcoming year. New Delhi’s performance was hindered by a decrease in regular customer business volumes, yet similar marketing initiatives are being implemented to enhance results moving forward.

Plantation Division

India’s natural rubber industry is experiencing significant growth in both price and demand. In the 2024-25 fiscal year, the country’s natural rubber production exceeded 800,000 tonnes, reaching an estimated 882,000 tonnes. This marks a notable improvement in pricing, with levels hitting some of the highest seen in the past decade. Such a recovery in prices, coupled with consistent production, highlights the resilience and potential of the rubber sector, which has faced challenges in recent years.

Our plantation concluded the 2024-25 year with a yield of 918,800 kilograms, maintaining production levels similar to the previous year. Although this figure was slightly below initial estimates, it stands in stark contrast to the declines experienced by other major planters in Kerala. The overall crop production and productivity across the plantation sector in South India have been adversely affected this year due to unfavorable agroclimatic conditions.

Achieving a yield comparable to last year’s output is a commendable accomplishment under these circumstances. This year, the division has managed to achieve operational profit after a prolonged period, primarily due to significantly higher sale prices.

Additionally, improved income from other sources, such as Bought-Latex operations and minor produce, along with increased prices for value-added latex, contributed to this success. Furthermore, the volume of bought-out operations has risen considerably, allowing us to reach new customers in various markets, thereby enhancing the visibility of the division’s products.

A notable achievement in recent years has been the successful implementation of strategic plans aimed at extending the lifespan of rubber trees from 25 years to 32-35 years. This initiative not only enhances yields but also minimizes the need for significant capital investment in replanting every 25 years. Given that new plantings require at least seven years to mature, during which they generate no income, our objective is to prolong the productive period by an additional 7-10 years without sacrificing yield quality. These strategies facilitate extended tapping on the same panels and improve yields from renewed bark, while also increasing the timber value associated with longer tree life. Viewed as positive initiatives, these efforts are expected to yield full results over the next decade. Additionally, innovations such as contract banana intercropping and the use of contract labor in standard tapping areas continue to generate substantial savings in operating costs and overheads. On the sales and marketing front, we have significantly increased our market share, with our NR grades, particularly ISNR 5, commanding some of the highest price premiums in the market.

The pricing outlook is anticipated to remain positive in the short to medium term. In the domestic market, the gap between demand and supply is increasing. These elements, along with sustained favorable prices in the international market, are likely to support domestic prices over the next year.

Natural Fibre Division

The current year’s performance fell short of expectations, primarily due to a significant decline in domestic mattress sales in India, despite export sales aligning with business forecasts. This downturn has impacted the Division’s profitability. However, the Division is actively enhancing its marketing strategies by engaging in trade fairs, which shows promise. Additionally, it is exploring new markets and is in the process of completing a new tufting line capable of producing both PVC and rubber mats. The Pollachi factory is also upgrading its infrastructure to support increased production capacity. With these initiatives, the Division is anticipated to improve its performance in the coming year.

Aspinwall House

The Company’s registered office comprises eight floors, of which two are retained for its own use while the remaining six are leased out primarily on a revenue-sharing basis. In the past financial year, the Company developed an additional floor, contributing to an increase in earnings compared to the previous year. Furthermore, the Company is actively working to optimize the use of its facilities to enhance revenue generation.

5. Internal Control System and its Adequacy

The Company has established robust internal control systems that are appropriate for the scale and nature of its operations. These systems are designed to ensure the accurate recording and reporting of financial and operational data, adherence to relevant laws, protection of assets from unauthorized access, proper authorization of transactions, and compliance with corporate policies.

For the fiscal year 2024-25, M/s. BDO India LLP, Chartered Accountants, has been appointed to conduct the internal audit of the Company’s activities. This audit follows a plan that is reviewed annually in collaboration with the Statutory Auditors and the Audit Committee. The Audit Committee of the Board of Directors evaluates the reports from the internal auditors, considers recommendations for enhancements, and monitors the implementation of corrective measures, ensuring that effective remedial actions are taken.

Cautionary Statement

Certain statements made in this Report relating to the Company’s objectives, projections, outlook, expectations, estimates and others may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results may differ from such expectations whether expressed or implied. Several factors could make significant difference to the Company’s operations. These include climatic and economic conditions affecting demand and supply, government regulations and taxation, natural calamities over which the Company does not have any direct control.

6. Performance of the Company

The revenue from operations for the FY 2024-25 was Rs.32,771 lacs which was higher in comparison to the previous year’s figure of Rs.28,707 lacs. EBITDA (before exceptional items) was Rs.1,772 lacs during the FY 2024-25 as compared to the EBITDA (before exceptional items) of Rs.935 lacs in the FY 2023-24. The exceptional expenditure for the FY 2024-25 was NIL as compared to exceptional expenditure, net during the FY 2023-24 being Rs.263 lacs. During the year, the total comprehensive income was Rs.1,395 lacs as against Rs.1,099 lacs for the last year.

Transfer to Reserves

The Company proposes to transfer an amount of Rs.6,00,00,000/- (Rupees Six Crores only) from the profit available for appropriation to the General Reserves, during the year for various requirements including future business development.

Dividend

The Board of Directors of your Company has declared first and final dividend of Rs.6.50/- per equity share for the FY 2024-25 as compared to Rs. 6/- per equity share during the previous year.

7. Developments in Human Resources and industrial Relations

In the fiscal year 2024-25, the human resources department undertook a thorough HR audit to evaluate existing practices, policies, and employee satisfaction levels. The department successfully implemented training programs aimed at enhancing leadership skills, communication abilities, and awareness of diversity. Additionally, recruitment strategies were refined to attract top talent, while the onboarding process was improved to ensure early engagement of new hires.

For the fiscal year 2025-26, the focus is now at developing an in-house performance management system, which involved designing and creating customized software to streamline performance evaluations and promote a culture of continuous improvement. Targeted training and development initiatives were also launched, emphasizing technical skill enhancement, personality development, and on-the-job training to facilitate comprehensive employee growth.

The company recognizes the critical importance of its human resources as a key asset for enhancing productivity and profitability. Throughout the year, a harmonious and cordial atmosphere prevailed, fostering healthy industrial relations.

The total strength of human asset of the Company as on March 31, 2025 was 711 compared to 727 in the previous year.

8. Wholly-owned Subsidiaries

The Company has four wholly-owned subsidiaries as on March 31, 2025. There are no associate companies or joint venture companies within the meaning of Section 2 (6) of the Companies Act, 2013 (“Act”). There has been no material change in the nature of business of the subsidiaries.

Pursuant to the provisions of the Section 129 (3) of the Act, a statement containing the salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of the Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with the relevant documents and separate audited accounts in respect of

As on March 31, 2025, the Company does not have any material subsidiary pursuant to the SEBI (LODR) Regulations, 2015.

Following is the brief description of the wholly-owned subsidiaries of the Company pursuant to Rule 8(1) of Companies (Accounts) Rules, 2014:

8.1 Malabar Coast and Marine Services Pvt. Ltd.

The primary operations of this Company involve stevedoring and freight forwarding, predominantly at the port of Mormugao in Goa. For the fiscal year 2024-25, the Company reported a Profit Before Tax of Rs. 16 lacs, a decline from Rs. 31 lacs in the previous fiscal year 2023-24. The majority of the Company’s revenue is derived from investments, as operational income has significantly decreased over the past few years.

8.2 Aspinwall Geotech Limited

Aspinwall Geotech Limited was established to engage in the geotextiles business. However, a significant fire incident in 2002 severely damaged essential machinery, halting all commercial operations since that time. For the fiscal year 2024-25, the company reported a Profit Before Tax of Rs. 16 lacs, primarily derived from investment income, in contrast to a loss of Rs. 11 lacs recorded in the previous fiscal year 2023-24.

8.3 SFS Pharma Logistics Private Limited

SFS Pharma Logistics Private Limited specializes in pharmaceutical logistics, offering premium door-to-door transportation services for temperature- and time-sensitive shipments both within India and internationally. The company expertly manages clinical trials, pharmaceuticals, biological samples, and other temperature-sensitive deliveries through its white glove service, which includes validated temperature-controlled packaging and a comprehensive temperature monitoring system. SFS India collaborates with SFS Global, headquartered in Singapore, which has a presence in 12 countries, including India, and maintains validated partners in additional regions, all adhering to standard operating procedures. With its headquarters in Mumbai and key locations in Bangalore, Hyderabad, and Delhi, SFS India is equipped with freezers, chillers, VIP and thermal packaging, and advanced temperature monitoring systems to ensure high-quality service for its valued clients. Over the past seven years, the company has shown consistent growth, and it aims to sustain this profitable momentum into the fiscal year 2025-26, bolstered by a strong domestic and global client base and plans to enhance its services to attract new customers. To further strengthen its capabilities, SFS plans to invest in equipment and infrastructure, including the expansion of its Hyderabad office and warehouse, as well as improvements in technology, manpower, and packaging for the upcoming fiscal year. The company’s Profit Before Tax for FY 2024-25 is Rs. 145 lacs, a significant increase from Rs. 88 lacs in FY 2023-24.

8.4 Aspinwall Healthcare Private Limited

The Company was established to manufacture and trade medical equipment and accessories, specifically setting up a factory in Aluva, Kochi, Kerala, for producing Multi-Band Ligators aimed at liver-cirrhosis patients. However, the Company’s performance fell significantly short of expectations, and management recognized the limited potential for achieving substantial operational margins in the future. Consequently, during a meeting on May 25, 2024, the decision was made to cease all operations effective immediately. Following this resolution, all assets were disposed of, and liabilities were settled within the current year.

9. Directors’ Responsibility Statement

Pursuant to the Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at

iii. they have 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;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

10. Directors and Key Managerial Personnel

Changes in Directors

During the year under review, Mr.Vijay Kunhianandan Nambiar (DIN:08457639) retired from the Board of the Company effective from May 26, 2024, pursuant to the expiry of a period of 5 years. He was re-appointed as Independent Director effective from August 01, 2024 for another period of 5 years. In the opinion of the Board, Mr.Vijay Kunhianandan Nambiar is a person of integrity and has adequate expertise and experience to act as the Independent Director of the Board.

Ms.Nina Nayar (DIN:02874239), retired from the Board of Directors effective from August 10, 2024, pursuant to the completion of two consecutive periods of 5 years each.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (“KMP”) of the Company as at the end of the FY 2024-25 are - Mr.Rama Varma, Managing Director, Mr.Thalasseril Raghavankutty Radhakrishnan, Executive Director & CFO and Mr.Neeraj R Varma, Company Secretary.

The Independent Directors of the Company have submitted a Declaration under Section 149 (7) of the Act, declaring that they meet the criteria of independence under the said Act.

Number of meetings of the Board

Five meetings of the Board of Directors were held during the year. For details of the meetings of the Board, including the attendance details, please refer to the Corporate Governance Report, which forms part of this report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI (LODR) Regulations, 2015 and based on the Guidance Note on Board Evaluation issued by SEBI. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of the independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into the views of the Managing Director and Non-Executive Director. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Policy on Directors’ appointment and remuneration and other details

The brief description of the Company’s policy on Director’s appointment and remuneration and other matters for determining qualifications, positive attributes, independence of a director and other matters provided under subsection (3) of section 178, has been disclosed in the Corporate Governance Report, which forms part of this Report.

Audit Committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

11. AUDITORS:

Statutory Auditors

Pursuant to the provisions of the Companies Act, 2013, the Company, at its AGM held on August 10, 2022, had appointed M/s. B S R and Co (Firm Registration Number: 128510W), as the Statutory Auditors of the Company for a period of five years till the conclusion of the 107th AGM of the Company to be held in the calendar year 2027.

Cost Auditors

M/s BBS & Associates, Cost Accountants (Registration No.00273), were the Cost Auditors of the Company for the FY 2024-25. The Board of Directors at their meeting held on May 28, 2025, has approved the re-appointment of the said firm as the Cost Auditors of the Company for the FY 2025-26 and has also recommended the Audit Fee payable to them. As per the provisions of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, audit fee payable to the Cost Auditors is to be ratified by the members of the Company.

Secretarial Auditors

M/s BVR & Associates, Company Secretaries, were the Secretarial Auditors of the Company for the FY 2023-24. The Board of Directors of the Company considered to change the Secretarial Auditor of the Company for the FY 2024-25 and after considering profiles of various firms, M/s Gopi Mohan Satheeshan & Associates LLP, Company Secretaries LLP (L2018KE014800), were appointed as the Secretarial Auditors of the Company for the FY 2024-25.

Pursuant to the recent SEBI requirements, the Board has also recommended to appoint M/s Gopi Mohan Satheeshan & Associates LLP, Company Secretaries LLP (L2018KE014800), as the Secretarial Auditors of the Company for a period of five years from the FY 2025-26 till FY 2029-30.

Auditor’s Report and Secretarial Audit Report

The Auditor’s Report issued by B S R and Co, Chartered Accountants, had the following comments. The replies of the management are mentioned thereto

The Secretarial Audit Report has been issued by M/s Gopi Mohan Satheeshan & Associates LLP, Company Secretaries LLP (Firm registration no: L2018KE014800), and the said Report does not contain any qualification or adverse remarks. The report of the Secretarial Auditor is given as an Annexure, which forms part of this Report.

12. Particulars of Loans, Guarantees and investments

The details of the loans/guarantees advanced by the Company to its wholly-owned subsidiaries of the Company is given as an Annexure to this Report.

13. 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 as an Annexure of this Report in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014. For other details of the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report. The Policy is available on the website of the Company (URL: http://aspinwall.in/corporate-governance.php).

14. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Company’s website on https://www.aspinwall.in/investors-new/.

15. Particulars of Employees

The list of employees drawing remuneration more than the prescribed levels as mentioned under Section 197 of the Act read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the subsequent amendments thereto, are given as an Annexure to this Report. The other information required under the said provisions are given below:

*The remuneration for Non-Executive/Independent Directors are the Sitting Fees paid to them for attending the Board/Committee meetings held during the year. The same, varies, based on their attendance at the meetings

@Retired effective from August 10, 2024.

b) The percentage increase in remuneration of each Director, Executive Director and CFO and Company Secretary in the financial year:

e) 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 made in the salaries of employees other than managerial personnel was 2.61%. Increase in the remuneration of managerial personnel for the year was 4.35%.

f) The Company affirms that the remuneration is as per the remuneration policy of the Company.

g) In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees drawing remuneration and other particulars, as prescribed in the said Rules forms part of this Report. However, in terms of first proviso to Section 136 (1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information, is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member who is interested in obtaining these particulars may write to the Secretary of the Company.

16. Deposits from Public

The Company has not accepted any deposits from the public during the FY 2024-25.

17. Foreign Exchange Earnings and Outgo

(a) Export activities, initiatives taken to increase exports, etc.

Coffee and Coir are the major export-oriented business of the Company.

Our representative in the Netherlands has successfully promoted the Company’s activities throughout Europe over the past few years. His initiatives, combined with visits from senior executives from India, have been instrumental in both retaining and enhancing the Company’s customer base in the region. Additionally, during the year, the top management participated in various exhibitions and trade fairs held across European countries.

(b) Total foreign exchange used and earned

During the year under review, the Company’s foreign exchange earnings amounted to Rs.11,019 lacs compared to Rs. 10,209 lacs in the previous year. The total outgo of foreign exchange amounted to Rs.23 lacs as against Rs.45 lacs in the previous year.

18. Buy-back

The Company has not contemplated any buy-back of shares.

There has been no change in the share capital of the Company during the FY 2024-25.

19. Conservation of Energy, Research and Development, Technology absorption

The particulars as prescribed under Section 134 (3) (m) of the Act, read with the Companies (Accounts) Rules, 2014, are not applicable to your Company.

20. Significant and Material Orders

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company’s operations in future.

21. Enterprise Risk Management

The Board of Directors had also formulated a Risk Management Policy for identification, assessment, monitoring, mitigation and reporting procedures of enterprise risks. The Risks have been categorised under Strategic, Operational, Financial, Compliance and Project headings.

22. Mentorship and Succession Planning Policy

The Board of Directors has formulated a comprehensive policy for establishing a structured approach to ensure an internal supply of competent employees who can take up key positions when necessary. The roles, eligibility, time frame, integration with other Human Resource functions and Succession Planning process for the senior management has been spelt out in the Policy.

23. Vigil Mechanism/Whistle-Blower Policy

Vigil Mechanism is created pursuant to the provisions of Section 177 of the Act, which is an instrument, through which, genuine complaints regarding the Company can be reported by both the whole-time Directors as well as Employees of the Company to an authority. The Audit Committee has been identified for this purpose. The mode of operation of Vigil Mechanism has been defined by the Audit Committee. Adequate safeguards against victimisation of persons who use Vigil Mechanism to make a direct access to the Chairman of the Audit Committee is provided.

24. Transactions with related parties

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence does not form part of this report.

25. Disclosure Under Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place an HR Policy for Prevention, Prohibition and Punishment of Sexual Harassment of Women at Work place in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. Compliance with Secretarial Standards

The Company is in compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

27. Prevention Of Insider Trading

The Company has adopted a Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

28. Statutory Disclosures

None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI Listing Regulations. A Certificate to that effect as mandated under Schedule V of the SEBI (LODR) Regulations, 2015 has been obtained from a Company Secretary in practice.

29. Disclosure Requirements

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors’ Certificate thereon, and the integrated Management Discussion and Analysis are attached, which forms part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Acknowledgements

Your Directors take this opportunity to thank our customers, shareholders, suppliers, bankers, business partners/ associates, auditors, financial institutions and Central and State Governments for their consistent support and encouragements to the Company. We would also place on record our sincere appreciation to all employees of the Company for their hard work and commitment.

The Directors appreciate and value the contributions made by every employee of the Aspinwall family.

1

The remuneration for Non-Executive/Independent Directors are the Sitting Fees paid to them for attending the Board/Committee meetings held during the year. The same, varies, based on their attendance.

2

@Retired effective from August 10, 2024.

c) The percentage increase in the median remuneration of employees in the financial year: 4.41%

d) The number of permanent employees on the rolls of the Company as on March 31, 2025: 711.