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, 2025.

1. Results of our operations

Sl.No. Particulars	FY 2024-25	FY 2023-24
	Rs.In Lakhs	Rs.In Lakhs
1 Revenue from operations	32,771	28,707
2 Expenses	(30,999)	(27,772)
3 Earnings before interest, Tax, Depreciation, Amortisation and exceptional items	1,772	935
4 Depreciation and amortization Expenses	(500)	(504)
5 Finance Cost	(406)	(334)
6 Exceptional items	-	(263)
7 Other Income	688	1,127
8 Profit before tax	1,554	961
9 Tax (Expense)/ Credit	(114)	85
10 Profit after tax	1,440	1,046
11 Other comprehensive (loss)/ income, net of tax	(45)	53
12 Total comprehensive income for the year	1,395	1,099
13 Opening Balance-Retained Earnings	2,359	2,329
14 Transfer to General Reserve	(600)	(600)
15 Dividend and Dividend tax
Final	(469)	(469)
Interim	-	-
Total	(469)	(469)
16 Closing Balance-Retained Earnings (12+13-14-15)	2,685	2,359
17 General Reserve	15,050	14,450
Total	17,735	16,809
EPS	18.42	13.38

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 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

Indias 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, Brazils 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 Indias 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 companys 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 Aspinwalls initiative and responsibility. The coffee produced by these farms is exclusively for Aspinwalls 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, Mangalores 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 Delhis 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

Indias natural rubber industry is experiencing significant growth in both price and demand. In the 2024-25 fiscal year, the countrys 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 years 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 divisions 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 years 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 Divisions 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 Companys 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 Companys 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 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 2024-25 was Rs.32,771 lacs which was higher in comparison to the previous years 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 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

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 Companys 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 companys 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 Companys 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 Companys policy on Directors 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.

Auditors Report and Secretarial Audit Report

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

Point reference	Remarks	Replies
Annexure A - Independent Auditors Report on the Standalone Financial Statements for the year ended 31 March 2025	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 by the Company with the appropriate authorities, though there have been slight delays in a few cases of Provident Fund, Income-Tax Deducted at Source and Professional Tax.	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.
Point reference	Remarks	Replies
Annexure A - independent Auditors Report on the Standalone Financial Statements for the year ended 31 March 2025	According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. In our opinion, the quarterly returns or statements filed by the Company with such banks or financial institutions are in agreement with the books of account of the Company except as follows:	The reduction of 76 lakhs has arisen due to the following reasons:
		1. Amounts Written Off:
		During the course of finalization of the annual accounts, certain old outstanding balances amounting to 101 lakhs were identified and written off, based on managements assessment of recoverability and with appropriate approvals. These amounts were not considered at the time of submission of the statements on outstanding debtors to the banks, as the decision to write off was finalized subsequently during the audit process.
Whether return/statement subsequently rectified
	2. Advances Reclassified:
	Further, an amount of 25 lakhs, representing advances received earlier netted off with receivables in the statement submitted to the bank, has been reclassified under the appropriate heads of assets during the preparation of the audited financial statements, in compliance with the presentation requirements of the Companies Act, 2013.
	O	Canara Bank	Outstanding debtors	Rs. 2,524 Lakhs	Rs. 2,600 Lakhs	Rs. 76 Lakhs
to <D >-
	As a result of the above adjustments, the total value of outstanding debtors as per the audited financial statements stood at 2,524 lakhs, as against 2,600 lakhs reported in the Statement submitted to the banks, leading to a net reduction of 76 lakhs.
		The Board further confirms that the corrected and revised statements have been submitted to the bank.
		The variance has thus been fully reconciled and appropriately addressed, arising purely on account of accounting adjustments required for proper presentation in the audited financial statements.
Point reference	Remarks	Replies
Annexure A - independent Auditors Report on the Standalone Financial Statements for the year ended 31 March 2025	According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the terms and conditions of the grant of loans during the year are not prejudicial to the interest of the Company except that the loans granted by the Company to a subsidiary, Aspinwall Healthcare Private Limited, amounting to INR 83 Lakhs (balance outstanding as at 31 March 2025 was INR 416 Lakhs which included interest of INR 36 Lakhs) were interest free loans as the subsidiary has decided to discontinue its business operations and the Company has recognized impairment loss to the extent of Rs 406 Lakhs on this loan as at the balance sheet date.	The Board of Aspinwall Healthcare Private Limited at their meeting held during the month of May, 2024, had decided to discontinue the operations of the Company. The loan amount sanctioned by Aspinwall and Company Limited, during the FY 2024-25, was for settling the employee and loan liabilities of the Company.
Report on other Legal and Regulatory Requirements	Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that:	With reference to the observation made by the Statutory Auditors in their Report regarding the maintenance of books of account using accounting software with an audit trail (edit log) feature as required under Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), the Board wishes to provide the following explanation:
	i. the feature of audit trail (edit log) facility was not enabled at the database level to log any direct data changes for the period from 1 April 2024 to 6 February 2025; and	The requirement mandates that the accounting software used by the Company should have an audit trail feature to capture each and every transaction and any subsequent changes made, along with the date of such changes, in a manner that the audit trail cannot be disabled. This requirement has been complied with, and such changes were properly captured through the audit trail feature of the accounting software in use.
	ii. the audit trail (edit log) was not available for more than 99 changes, if any, for every master data or transaction for the period from 1 April 2024 to 6 January 2025.
	Further, where audit trail (edit log) facility was enabled and except for sub-paragraph (ii) above which was modified to incorporate audit trail configuration from 99 change logs to 999999 change logs, we did not come across any instance of the audit trail feature being tampered with. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention.
		However, the additional expectation regarding enabling the audit trail feature at the database level to log direct data changes was not envisaged under the scope of Rule 3(1) of the Companies (Accounts) Rules, 2014.
Point reference	Remarks	Replies
	We draw attention to Note 41 to the standalone financial statements for the year ended 31 March 2025 according to which the managerial remuneration paid / payable to Managing Director and Executive Director & Chief Financial Officer of the Company (amounting to INR 278 Lakhs) and consequently the total managerial remuneration for the financial year (amounting to INR 321 Lakhs) exceed the prescribed limits under Section 197 read with Schedule V to the Companies Act, 2013 by Rs 43 Lakhs. As per the provisions of the Act, the excess remuneration is subject to approval of the shareholders which the Company proposes to obtain in the forthcoming Annual General Meeting. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.	Corrective Action Taken: For enhanced compliance and governance, the Company has taken proactive steps and enabled the audit trail feature at the database level also effective from 7th February 2025. Additionally, the Company has further strengthened its internal controls and IT governance framework to ensure continued compliance with applicable regulatory provisions going forward.
		The Board remains committed to upholding high standards of compliance, transparency, and internal control in accordance with applicable laws and regulations.

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 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*	3.45
Mr.Adithya Varma*	2.04
Mr.M.Lakshminarayanan*	4.01
Ms.Nina Nayar@	1.62
Mr.Vijay K Nambiar*	3.38
Mr.K.Srinivasan*	2.32
Ms.Rajni Mishra*	4.01
Whole-Time Directors
Mr.Rama Varma - Managing Director	68.77
Mr.TR Radhakrishnan - Executive Director & CFO	54.57

*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:

Sl. Name of Directors, Key Managerial Personnels No.	% increase in remuneration in the financial year
1 Mr.C.R.R. Varma*	23
2 Mr.Adithya Varma*	21
3 Ms.Nina Nayar@	-28.13
4 Mr.M.Lakshminarayanan**	-48.49
5 Mr.Vijay K Nambiar*	-14.29
6 Mr.Rama Varma (Managing Director)	6.55
7 Ms.Rajni Mishra*	216.67
8 Mr.K.Srinivasan*	17.86
9 Mr.T.R.Radhakrishnan (Executive Director & CFO)	1.55
10 Mr.Neeraj R Varma (Company Secretary)	5.09

*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.

@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.

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 Companys 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 Companys 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 Companys 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 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 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 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
May 28, 2025	Managing Director	Chairman
	DIN 00031890	DIN 05003710