Aspinwall & Company Ltd Directors Report

To the members,

We are pleased to present the Report on our business and operations for the year ended March 31, 2024.

1. Results of our operations

Sl.No. Particulars	FY 2023-24	FY 2022-23
	Rs In Lakhs	Rs In Lakhs
1 Revenue from operations	28,707	28,885
2 Expenses	(27,772)	(26,825)
3 Earnings before interest, Tax, Depreciation, Amortisation and exceptional items	935	2,060
4 Depreciation and amortization Expenses	(504)	(447)
5 Finance Cost	(334)	(163)
6 Exceptional items	(263)	958
7 Other Income	1,127	592
8 Profit before tax	961	3,000
9 Tax Credit/(Expenses)	85	(606)
10 Profit after tax	1,046	2,394
11 Other comprehensive profit/(loss), net of tax	53	(97)
12 Total comprehensive income for the year	1,099	2,297
13 Opening Balance-Retained Earnings	2,329	1,601
14 Transfer to General Reserve	(600)	(1,100)
15 Dividend and Dividend tax
Final	(469)	(469)
Interim
Total	(469)	(469)
16 Closing Balance-Retained Earnings (12+13-14-15)	2,359	2,329
17 General Reserve	14,450	13,850
Total	16,809	14,351
EPS	13.38	20.04

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 Auditors 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 is a multi-line business organization and is engaged in Logistics services, Coffee processing and trading, Rubber plantations, manufacture and trading of Natural Fibre products and mattresses. Following are the various portfolios and the performance details for the FY 2023-24:

Coffee:

Indian Coffee Boards final estimate of the Coffee production for 2022-23 is around 352,000 tonnes MT (Arabica 100,000 MT & Robusta 252,000 MT). In its post-blossom estimate the Coffee Board has projected the Indian coffee crop size for 2023-24 to be 3.74 lakh tonnes, about 6 percent higher than last years crop.

The coffee exports from India for the financial year ending March 2024 scaled a new high at $1.262 billion on account of an increase in global prices. The international terminals have been at an all-time high for Robusta Coffee, due to the El Nino effect and the weather conditions were not favourable in Vietnam and other Robusta producing countries. Vietnams production was estimated to be 20% lower at 1.472 million MT, a 4-year low, resulting in the ICO price index for Robusta raising by 16.8% to USD 4300 / MT, a 45-year record high. In addition to this a lot of roasters have shifted to using Robusta coffees there by the demand for Robustas are more leading to the surge in price. The change in the demand for Robusta coffee has had its effect in the Indian market, whereby the Indian Robusta prices have surpassed the Arabica prices. It is for the first time in the history of Indian Coffee, Robusta prices have surpassed that of Arabica.

World Production and Consumption:

The estimates and outlook of production and consumption for Coffee Years 2022/23 and 2023/24 are as follows:

World coffee production remained unchanged at 168.2 million bags in the coffee year 2022/23, while the estimates for 2023/24 is 178 million bags resulting in an increase of 6 percent. The world consumption has remained stable with a growth of about 2 percent year on year. The estimated consumption for year 2022-23 was 173.1 million bags whereas for 2023-24 it is projected at 177 million bags.

For the first time in Asia, the World Coffee Conference organised by the International Coffee Organisation and the Indian Coffee Board, was held at Bangalore. It was one of the best show cases for Coffee in India and was a great success, as there were a lot of international and national participants including growers and exporters. The Division participated in the event as an associate sponsor showcasing its Monsooned coffees.

Aspinwall is one of the finest producers of Speciality coffee in India with the Divisions Monsooned coffees being unique and well accepted in the global market. Most of our Monsooned coffees are exported to the European countries like Germany, Switzerland, Italy, UK and Scandinavian countries like Norway, Sweden, along with Australia, USA, Russia and some Asian countries like Japan and Taiwan. The Coffee Division has been consistently contributing to the Companys profit for the past 15 years. The FY 2022-2023 was an exceptionally good year with substantial increase in international market prices whereby Aspinwall could earn very good margin during the first half of last year. Due to shortage of crop, the domestic prices have gone up substantially during the FY 2023-24. The international market prices came down drastically due to good crop from Brazil, being the largest producer of coffee. Therefore, the margins were at squeezed levels during the current year. Inspite of adverse global scenario, the volume of sales was more or less in line with the previous year.

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.

The Division is pleased to inform that our Rain Forest Alliance (RFA) certification has been renewed for our farmers group, a sustainable certification program for agricultural and forest produce. A key objective is creating a more sustainable world by using social and market forces to protect nature and improve the lives of farmers and forest communities. There is a growing demand for Rainforest Alliance-certified coffee in the international market.

In 2024, the Division continues to have a group of 50 planters with 1500 acres of coffee that has been certified under the Rainforest Alliance Sustainable certification program by the initiative & responsibility of the Company. The certified coffee produced by these farms is for the sole use of the Company. Our Mangalore coffee production plant also has obtained certification as a Rainforest Alliance (RA) supply chain unit.

The European Union (EU) has come up with the European Union Deforestation Regulation (EUDR) to be implemented from December 31, 2024. The law envisages that all produce entering the EU from this date should be produced from non-deforested land and using ethical methods. The requirement of the law is for every exporter to show the polygon data of the estates from where the coffee is sourced to ensure that it is not from deforested land as per EU requirements. In ensuring compliance, we have already started creating a database with the polygon details of all the estates from where we procure coffees. Necessary efforts will be put in by the Division to ensure strict compliance of the same.

Monsooned Coffee is also a GI-certified product initiated by Indian Coffee Board. On 26th December 2023, we have been issued the Authorised user certificate for GI Monsooned Malabar Arabica & Monsooned Malabar Robusta Coffees. A geographical indication (GI) is a name or sign used on products that correspond to a specific geographical location or origin (e.g., a town, region, or country). The use of a geographical indication, as an indication of the products source, is intended as a certification that the product possesses certain qualities, is made according to traditional methods, or enjoys a good reputation due to its geographical origin.

India exports over 70 percent of its coffee production. Due to higher realisation, Indian coffee producers are washing their cherry coffee and making it Parchment. This phenomenon is an ongoing issue for prices as the farmers are expecting higher prices while the buyers are expecting a lower price. The international terminals have been surging for Robustas, as a result the price for Monsooned Robustas have become unsustainable and hence we have limited our production to about 15% of our total production, while Arabicas have remained on the higher side. The growers expecting higher prices for their crop in the domestic market while buyers are waiting for the prices to come down leading to a stalemate. Coffee growers are selling coffees in small spurts to maximize their earnings whereas buyers are buying coffees on a hand to mouth basis. This is a challenging situation for us as our raw material prices are getting higher and our order book and realisation is getting smaller. In the current scenario there will be challenges in our operation for which efforts will be put in to ensure optimum profitability.

Logistics:

The major bulk location at Mangalore performed well more or less in line with last year. Good performance is expected to continue during the current year.

The major component was fertilizer cargo. The imports of fertilizer are improving as the fertilizer prices in the global market is coming down. The Import of Urea has declined due to the Governments running policy that emphasizes domestic production, as well as the introduction of Nano Urea. However, there was small increase in Import of complex fertilisers. This trend is expected to continue in the current FY as well. During FY 2024-25, we are expecting more fertiliser cargo traffic at Mangalore. The Division is also expecting Maize Imports. The Company has also invested for infrastructural facilities like Bagging Plant at its warehouse.

The other bulk locations at Cochin, Chennai and Tuticorin performed very well during the year under review and it is expected to continue in the running FY also. During the current year the Company has purchased own office at Chennai and shifted its operations effective from June, 2023. At Tuticorin, it was recorded the highest performance in the recent past. The major cargo handled were maize and cattle feed. The Cochin branch is performing well with regular handling from major customers.

Performances of other branches were reasonably good during the FY, considering the challenges faced due to fall in freight rate levels leading to reduction in margins during 1st Half of FY.

The war situation and the red sea conflict, which unfolded during the 2nd Half of FY, led to overall reduction in export / import volumes and revenues. Air cargo volume was also affected due to high freight levels and shortage of space & longer transit.

During Q4, Cochin and Trivandrum jointly handled the 1st CHA documentation operations at Vizhinjam minor port and Mumbai handled 1st Break Bulk import shipment C & F operations, during Q3/Q4.

Revenue from Import break bulk operations and warehousing services has been stable at Cochin. While Goa faced challenges primarily due to discontinuation of feeder vessel services added with bad sea food export season.

The customs broking volumes and revenues were stable and there were also new customer acquisitions during the FY.

The Division started sales office at Pune and Operations at Mundra.

The Company feels that the global situation is expected to be improved which will help us in improving the performance.

Plantation Division:

The FY 2023-24 has been one of the better years in the recent history for the Natural Rubber Industry in India. After passing through many years of crisis due to un-remunerative prices and ever-increasing production costs, the industry is showing signs of recovery as evident from the improving prices and market demand.

Indias natural rubber production during the current fiscal is roughly 2% higher than the previous year. The Division harvested a crop of 949 MT which is almost at par with the previous years production. However, theres a drop of 5% in the actual production compared to the estimated production for the year. This, however, is better than other estates where the reduction in crop was around 20%. The main reason for crop loss is the adverse agro-climatic conditions, especially un-favourable rainfall patterns throughout the year.

During the current year, theres substantial reduction in operating loss as compared to last year and has closed the year with a nominal operating loss. But with increase in other income like income from rubber tree sales, timber sales and minor produce, and the write-back of liabilities no longer required, the Division could close the year with a decent profit before tax.

The innovative systems that were introduced in the previous year with regard to Banana intercropping and employment of contract labour in regular CUT tapping areas are being continued in the new areas as well. Since the contractor is maintaining those areas, the Division is saving the operational expenses towards manuring, weeding etc. The Division has taken additional efforts in reducing the man power costs by employing contract labour.

Another important long term developmental action that has been initiated in the Plantation is the strategic plans to improve the lifespan of the rubber trees from 25 years to 32-35 years and thereby increase the yielding period by 7-10 years. These strategies include training programmes to improve the skill of the tappers and thereby reduce bark consumption, right selection of high yielding clones (which will give high yield on renewed bark also), etc. It is a long-term action and will take another decade to fully achieve the results.

In the sales and marketing front, our Natural Rubber grades continue to perform well and especially our ISNR 5 is fetching some of the highest price premiums in the market. The ‘Bought Latex Operations has helped tremendously in expanding our market base apart from traditional areas such as Agra, Mumbai, etc. to other areas like Delhi, Meerut, Ahmedabad and Jaipur.

The price situation is likely to be better in the FY 2024-25. The international prices continue to hover at a higher level than the domestic prices, which in turn will reduce rubber imports to the country. On the other hand, in the domestic market, the demand - supply gap is widening. These factors may buoy domestic prices in the months to come, subject to favourable weather conditions.

Natural Fibre Division:

The performance for the current year was satisfactory, more or less in line with the estimates. Despite the global scenario, the Division could end up with nominal profits compared to loss incurred for the previous year. The Division has strengthened the marketing initiatives. The management is proposing to improve the basic infrastructural facilities at its factory at Tamil Nadu. Hence, the performance for the current year is expected to rise in the running FY.

Aspinwall House:

The registered office building of the Company has six floors which are given on lease/rental basis. Retaining two floors, the Company has let out five floors for earning rentals. The Company has also developed one more floor which is expected to start earnings from June, 2024. The rental income from Aspinwall House commercial building is therefore, expected to improve in the running FY.

5. Internal Control System and its Adequacy

The Company has in place adequate systems of internal control commensurate with the size and nature of its operations. These have been designated to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies.

For the FY 2023-24, M/s.BDO India LLP, Chartered Accountants, were appointed to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed every year in consultation with the Statutory Auditors and the Audit Committee.

The Audit Committee of the Board of Directors of the Company reviews the Audit Reports submitted by the internal auditors. Suggestions for improvement are considered and the Audit Committee follows up on corrective action and reviews the positive remedial actions taken.

Cautionary Statement

Certain statements made in this Report relating to the Companys 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 Companys 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 2023-24 was at Rs.28,707 lacs was marginally lower in comparison to the previous years figure of Rs.28,885 lacs. EBITDA (before exceptional items) was Rs.935 lacs during the FY 2023-24 as compared to the EBITDA of Rs.2,060 lacs (before exceptional items) in the FY 2022-23. The exceptional expenditure for the FY Rs.263 lacs as compared to exceptional income during the FY Rs.958 lacs. During the year, the total comprehensive income was Rs.1,099 lacs as against Rs.2,297 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/- per equity share for the FY 2023-24 as compared to the same rate during the previous year.

7. Developments in Human Resources and Industrial Relations

The human resource department streamlined the induction, recruitment and on-boarding & Introduced Back Ground Verification Checks to enhance good Hiring. As part of the digitisation process, the employee leave management system was introduced. Various training programs under leadership course and POSH matters were conducted for the employees of the Company.

During the FY 2024-25, the department is in the process of introducing the phase II of the digitization process in the various application systems of the department and to streamline the process of employee exit mechanism. The department is also in the process of introducing Psychometric Test for Hiring & Promoting Senior Leaders and to provide continuous training in POSH activities to ensure safe working environment of employees without gender bias.

The company is deeply concerned about its HR which is a prime asset for improvement and enhancement of productivity and profitability. Very harmonious, cordial and healthy industrial relations prevailed throughout the year.

The total strength of human asset of the Company as on March 31, 2024 was 727 compared to 726 in the previous year.

8. Wholly-owned Subsidiaries

The Company has four wholly-owned subsidiaries as on March 31, 2024. 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 Companys 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 subsidiaries, are available on the website of the Company.

As on March 31, 2024, the Company does not have any material subsidiary pursuant to the SEBI (LODR) Regulations, 2015.

Following are 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 main activities of this Company are stevedoring and freight forwarding, mainly in the port of Mormugao (Goa). The Profit Before Tax of the said Company for the FY 2023-24 is Rs.31 lacs as compared to Rs.36 lacs for the FY 2022-23. Major income is from investments as the operational incomes were considerably lower during the last few years.

8.2 Aspinwall Geotech Limited

Aspinwall Geotech Limited was formed for carrying on the business of Geotextiles. However, a major fire accident, in the year 2002, had damaged a critical machinery and since then no commercial activity has been possible. The Profit Before Tax of the said Company for the FY 2023-24 is Rs.-11 lacs as compared to Rs. 621 lacs (mainly exceptional income) for the FY 2022-23, mainly comprising of earnings on investments.

8.3 SFS Pharma Logistics Private Limited

SFS Pharma Logistics Private Limited is engaged in the business of pharmaceutical logistics service and provides white gloves service for Door-to-door transportation of temperature/time sensitive shipments in India and abroad. SFS handles clinical trial/Pharmaceuticals/Biological sample and other temperature sensitive shipments by providing white gloves services with a validated temperature-controlled packaging + temperature monitoring system.

SFS India has got a network arrangement with SFS Global based in Singapore, whos having global presence with its own offices in 12 countries including India & has validated partners in other countries which are SOPs driven too.

The headquarters of SFS-India is Mumbai and the other key locations are Bangalore, Hyderabad and Delhi. The India HQ & key locations are equipped with freezer/chillers/VIP & Thermal packaging/temperature monitoring systems and other required amenities/devices to provide a quality solution to valuable customers.

The company has performed very-well in progressive way in the last three years which is very encouraging. The business is sure to maintain momentum for FY 2024-25 too, as the company has a good clients base in domestic as well as global market inspite of challenges faced due to global scenario in logistics segment.

With reference to the above context, the company has a plan to further invest in equipment/infrastructure, IT system, manpower, packaging etc for FY 2024-25 to strengthen its capability and services.

The Profit Before Tax of the said Company for the FY 2023-24 is Rs.88 lacs as compared to Rs. 137 lacs for the FY 2022-23.

8.4 Aspinwall Healthcare Private Limited

The Company was incorporated for the purpose of manufacture and trading of medical equipment and accessories. The Company has set-up a factory at Aluva, Kochi, Kerala, for the manufacturing and sales of Multi-Band Ligators used for liver-cirrhosis patients.

The performance of the Company was much below than the expected levels. The management also feels that theres limited scope for making considerable operational margins in future. The Company at their meeting held on 25.05.2024, decided to discontinue the operations of the Company effective from the said date. Based on the same, all the assets and liabilities were revalued at realisable amounts. Therefore, the loan liability payable to the group companies were written back to the Statement of Profit and Loss for the FY 2023-24. This resulted a PBT of Rs.237 lacs as compared to the loss of Rs.121 lacs incurred during the previous 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 the end of the financial year and of the profit of the Company for that period;

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.Sushil Krishnan Nair retired from the Board of the Company effective from September 30, 2023 (DIN: 06474901), pursuant to the expiry of two consecutive periods of 5 years each.

Ms.Rajni Mishra (DIN:08386001), was appointed as Additional Director by the Board during the year effective from October 01, 2023. Thereafter, the shareholders vide Postal Ballot dated 14.12.2023 approved the said appointment of the Director for a period of five years effective from the appointment date.

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 2023-24 are - Mr.Rama Varma, Managing Director, Mr.T.R.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

Four 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 Companys policy on Directors appointment and remuneration and other matters, 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 2023-24. The Board of Directors at their meeting held on May 29, 2024, has approved the re-appointment of the said firm as the Cost Auditors of the Company for the FY 2024-25 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 LLP (AAE-7079), were appointed as the Secretarial Auditors of the Company for the FY 2023-24.

Auditors Report and Secretarial Audit Report

The Secretarial Audit Report has been issued by M/s BVR & Associates, Company Secretaries LLP (AAE-7079), 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.

The Statutory Auditors Report, which also forms part of this Annual Report, has the following remarks. The replies of the Board are mentioned below:

Point reference	Remarks	Replies
Annexure A - Independent Auditors Report on the Standalone Financial Statements for the year ended 31 March 2024	Based on our examination which included test checks, the Company has used an accounting software, which is operated by a third-party software service provider, for maintaining its books of account. In the absence of independent auditors report in relation to controls at service organisation for accounting software, we are unable to comment whether audit trail feature of the said software was enabled and operated throughout the year for all relevant transactions recorded in the software or whether there were any instances of the audit trail feature been tampered with.	The Board has taken note of the auditors observations on the absence of independent auditors report in relation to controls at service organisation for accounting software used for FY 2023-24. However, the accounting software used for FY 2023-24 had feature of recording audit trail of each and every transaction, creating edit log of each change made in the books of account along with the date when such changes were made and ensuring that audit trail cannot be disabled, throughout the year as required by proviso to sub rule (1) of rule 3 of the Companies (Accounts) Rules 2014 known as Companies (Accounts) Amendment rules, 2021. The Company has transitioned to a new accounting software effective from 1st April 2024, which has been carefully managed to ensure continuity and reliability in its financial reporting processes.
		The new accounting software has been known in the market and selected based on their robust controls and capabilities, including their ability to maintain data integrity and to ensure the controls relevant to our financial systems on accounting software. We are confident that with this change, we have enhanced our ability to maintain a reliable audit trail for all relevant transactions as required by law.
Report on other Legal and Regulatory Requirements	According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues have generally been regularly deposited with the appropriate authorities, except Income- Tax Deducted at Source, Labour Welfare Fund and Professional Tax in respect of which there have been delays ranging from 1 to 30 days and the amount involved is Rs. 2 lakhs.	The Board noted the comment of the Statutory Auditor as mentioned above. The delays are inadvertent in nature and internal controls have been strengthened to avoid such delays in future.

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, 2024 is available on the Companys 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:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of Directors	Ratio to median remuneration
Non Executive/Independent Directors*
Mr.C.R.R. Varma*	2.94
Mr.Adithya Varma*	1.77
Mr.M.Lakshminarayanan**	8.14
Vice Admiral Sushil Krishnan Nair (Retd.)#	1.91
Ms.Nina Nayar*	2.35
Mr.Vijay K Nambiar*	4.12
Mr.K.Srinivasan*	2.06
Ms.Rajni Mishra@	1.32
Whole-Time Directors
Mr.Rama Varma - Managing Director	67.46
Mr.TR Radhakrishnan - Executive Director & CFO	56.16

*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.

**This includes Sitting Fee and Commission paid during the FY 2023-24.

#Retired effective from September 30, 2023.

@Appointed effective from October 01, 2023.

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

Sl. Name of Directors, Key Managerial Personnels No.	% increase in remuneration in the financial year
1 Mr.C.R.R. Varma*	50
2 Mr.Adithya Varma*	80
3 Mr. Sushil Krishnan Nair*#	-2.50
4 Ms.Nina Nayar*	100
5 Mr.M.Lakshminarayanan**	315
6 Mr.Vijay K Nambiar*	75
7 Mr.Rama Varma (Managing Director)	31.37
8 Ms.Rajni Mishra@	NA
9 Mr.K.Srinivasan*	162.50
10 Mr.T.R.Radhakrishnan (Executive Director & CFO)	11.01
11 Mr.Neeraj R Varma (Company Secretary)	16.49

*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.

**This includes Sitting Fee and Commission paid during the FY 2023-24.

#Retired effective from September 30, 2023.

@Appointed effective from October 01, 2023.

c) The percentage increase in the median remuneration of employees in the financial year: 15.91%

d) The number of permanent employees on the rolls of the Company as on March 31, 2024: 727.

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 26.45%. Increase in the remuneration of managerial personnel for the year was 26.05%.

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 2023-24.

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 based in the Netherlands over the past several years has been able to promote the activities of the Company across Europe. His efforts along with the visits of senior executives from India have helped the

Company to retain and improve the customer base across Europe. During the year, the top management of the Company attended the various exhibitions/trade fairs conducted in European nations.

(b) Total foreign exchange used and earned

During the year under review, the Companys foreign exchange earnings amounted to Rs.10,209 lacs compared to Rs. 9,222 lacs in the previous year. The total outgo of foreign exchange amounted to Rs.45 lacs as against Rs.43 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 2023-24.

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 Companys 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 2023-24 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 Companys 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.

	By the order of the Board
	Rama Varma	M.Lakshminarayanan
	Managing Director	Chairman
May 29, 2024	DIN 00031890	DIN 05003710