Aspire & Innovative Advertising Ltd Directors Report

During the current period, your company has shown an increase in total
revenue of Rs. 17,929.28 Lakhs as against Rs. 16,999.61 Lakhs in the
previous year. The Company has earned a net profit of Rs. 256.13 Lakhs
as compared to a profit of Rs. 388.76 Lakhs in the previous year. The
company will continue to pursue expansion in the market, to achieve
sustained and profitable growth.

The Board of Directors of the Company has not recommended any
dividend on equity shares for the

year under review.

The Dividend Distribution Policy of the Company is available on the
Companys website and can be

accessed at https://cdn.shopify.com/s/files/1/0710/5822/7236/files/
DividendDistributionPolicy.pdfRsv=1740750782

During the year under review, no amount has been transferred to the
Reserves of the Company.

There have been no material changes and commitments affecting the
financial position of the Company during Financial Year 2025-26.

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

The Authorised Equity Share Capital of the Company as on 31^st March
2026 Rs. 16,00,00,000/- (Rupees Sixteen Crores Only) divided into

1,60,00,000 (One Crore Sixty Lakh) Equity shares of Rs. 10/- (Rupees
Ten)/-each .

The Paid-up Equity Share Capital of the Company as on 31^st March
2026 Rs. 15,17,80,000 /- (Rupees Fifteen Crore Seventeen Lakh Eighty
Thousand) divided into 1,51,78,000/- (One Crore Fifty One Lakh Seventy
Eight Thousand only ) Equity Shares of Rs. 10/- ( Rupees Ten ) each.

During the year under review, there was no buyback of equity shares
by the Company.

There are no Subsidiaries, Joint Ventures and Associate Company of
the company

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING
THE YEAR

During the Financial year ended 31^st March 2026, no entity has become
or ceased to be a subsidiaries, joint ventures or associate of the
company.

DIRECTORS

During the year under review, the Board of Directors, at its meeting
held on 12 May 2025, appointed Mrs. Shiwani as the Company
Secretary and Compliance Officer of the Company.

Further, Mr. Ankit Rathi and Mr. Gaurav Maheshwari resigned from
the office of Independent Directors with effect from 20 August 2025.
To fill the resulting vacancy, the Board appointed Ms. Muskan as an
Independent Director with effect from 20 August 2025, in accordance
with the applicable provisions of the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015.

Thereafter, at its meeting held on 03 September 2025, the Board
of Directors appointed Mr. Vikas Saini as an Independent Director,
subject to the approval of the shareholders.

The Company has received declarations from all the Independent
Directors of the Company confirming that:

1. They meet the criteria of independence prescribed under the Act
and the Listing Regulations; and they have registered their names
in the Independent Directors Databank.

2. They have passed the proficiency test within the prescribed
timeline, as applicable.

None of the Directors of the company, except following are related
inter-se, in terms of section 2(77) of the Act including rules made
thereunder.

BOARD MEETINGS

The Board of Directors of the Company met six (6) times during the
year under review. The necessary quorum were present in all the meetings. The maximum interval between any two meetings did not
exceed 120 days.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure

Requirements) Regulations, 2015, the Board has carried out an
Annual Performance evaluation of its own performance, the directors
individually as well as the working of its committees.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information
and explanations obtained by them, your Directors make the following
statement in terms of Section 134(3)(c) of the Companies Act, 2013
that:

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

b) The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent, so as to give a true and fair view of the
state of affairs of the Company as on 31^st March 2026 and of the
profits of the Company for the year ended on that date.

c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and
other irregularities, to the best of the knowledge and ability of the
Directors.

d) The Annual Accounts have been prepared on a going concern
basis.

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

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

SECRETARIAL STANDARDS

During the year under review, the Company was in compliance with the
applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings
of the Board of Directors and General Meetings respectively.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026 is available
on the Companys website and can be accessed at_https://www.
aspireinnovate.in/docs/AnnualReturn/AnnualReturn 2025-26.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34 (2) read with Part
B of Schedule V of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations), is presented in a separate section as Annexure -2 forming
part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors hold office for their respective term and are
not liable to retire by rotation.

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and under the Listing
Regulations.

Further, in pursuance of Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules,

2014, all Independent Directors of the Company have duly confirmed
renewal of their respective registration with the Indian Institute of
Corporate Affairs (IICA) database. In the opinion of the Board, all the
Independent Directors fulfil the criteria of independence as specified in
Companies Act, 2013 and Rules made thereunder read with Schedule
IV as well as Listing Regulation and they are independent from the
Management.

Further, all the Directors including Independent Directors of the
Company possess appropriate skills, experience & knowledge in one or
more fields viz. Board & Governance, Finance, Accounting Information
Technology and Specialized Industry & environmental knowledge or
other disciplines related to Companys business.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing Regulations,
the Company has put in place a familiarization programme for the
Independent Directors to familiarize them with their roles, rights and
responsibilities as Directors, the working of the Company, nature of
the industry in which the Company operates, business model etc. At
the time of appointment of Independent Directors, a formal letter
of appointment was given to them, which, interalia, explains the
role, functions, duties and responsibilities expected from them as
Independent Director of the Company. The Independent Director is
also explained in detail the nature, business model of the industry and
compliances under the Act, the Listing Regulations and other relevant
rules & regulation.

COMMITTEES OF THE BOARD

The committees of the board focus on certain specific areas and
make an informed decisions in line with the delegated authority. The
Following Committees constituted by the Board, function according to
their respective roles and defined scope:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility (CSR) Committee During the under
review, all recommendations made by the various committees
have been accepted by the Board.

The Composition of the said Committees are as under
Audit Committee:

Details on composition of the Audit Committee as on March 31, 2026
is given hereunder:

The Company Secretary and Compliance Officer of the company act as
the Secretary of the Committee.

The committee met four times on 30.05.2025, 25-09-2025, 14.11.2025
and 10.03.2026, during the financial year 2025-26.

All the members were present in the meeting..

Nomination and Remuneration Committee:

Details on composition of the Nomination and Remuneration
Committee as on March 31, 2026 is given hereunder:

The Company Secretary and Compliance Officer of the company act as
the Secretary of the Committee. The Committee met three times on
12^th May, 2025, 20^th August, 2025 and 3^rd September, 2025 during the
financial year 2025-26.

Stakeholder and Relationship Committee:

Details on composition of the Stakeholder and Relationship Committee
as on March 31, 2026 is given hereunder:

The Company Secretary and Compliance Officer of the company act as
the Secretary of the Committee.

The CSR Committee met twice on 30th May, 2025 and 14^th November,
2025 during the financial year 2025-26.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and
Senior Management of the Company. This policy also lays down criteria
for selection and appointment of Board Members.

A copy of the policy is uploaded on the Companys website
at https://cdn.shopify.com/s/files/1/0710/5822/7236/files/

CRITERIA FOR MAKING PAYMENT TO NON-EXECUTIVE DIRECTORS

Non-Executive Directors are paid only by way of sitting fees of ^ 5000
per meeting for attending the Board Meeting and ^ 5000 per meeting
for attending the Committee Meeting of the Company.

DEPOSITS

During the year under review, the Company has not accepted any
deposits from the public falling within the ambit of section 73 of the
companies Act, 2013 and the Companies (Acceptance of Deposit)
Rules, 2014.

CORPORATE GOVERNANACE

The Company got listed on April 03, 2024 on SME Emerge Platform of
NSE, by virtue of Regulation 15 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015.

The compliance with the corporate governance provisions as specified
in Regulation 17 to 27 and clauses (b) to (i) of sub regulation 2 of
Regulation 46 and Para C, D, E of schedule V) are not applicable to the
company. Hence, Corporate Governance Report does not form part of
this Annual Report.

LOANS, GUARANTEES AND INVESTMENTS

The details of loans and Investments and guarantees covered under
the provisions of Section 186 of the Act are given in the Notes to
the Financial Statements forming a part of Annual Report. Current
borrowings of the Company are compliant with Section 180(1)(c) of the
Companies Act, 2013.

The Committee met once on 10th March, 2026 during the financial
year 2025-26.

Corporate Social Responsibility Committee:

The Board of Directors of the Company constituted Corporate Social
Responsibility Committee on March 11, 2022 comprised of Mr. Nitesh
Agarwalla (Director), Chairman and Mrs. Rinku Agarwalla (Director),
Member. Corporate Social Responsibility Committee was reconstituted
by the Board of Directors w.e.f. December 18, 2023, pursuant to section
135 of the Companies Act, 2013. As on Financial Year ended March 31,
2026.

Corporate Social Responsibility Committee Comprise of:

Pursuant to Section 186 of the Companies Act, 2013 and limits as
approved by the members of the company vide their meeting held
on December 16, 2023, disclosures on particulars relating to Loans,
Advances, Guarantees, and Investments are provided as part of the
financial statements.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has a whistle blower policy to report genuine concerns or
grievances. The Whistle Blower Policy has been posted on the website
of the Company and whistle blower mechanism is reviewed regularly
by the Audit Committee of the Company. There were Nil complaints
recorded under Whistle Blower Mechanism during the year review.

RISK MANAGEMENT

The Company has in place a mechanism to identify, assess monitor and
mitigate various risk to key business objectives. Major risk identified

by the business and functions are systematically address through
mitigating actions on a continuing basis. Major element of risk/
threats for household appliances industry are regulatory concerns,
consumer perceptions and competition. The Board of Directors has
adopted a risk management policy for company which is available
on the website of the company and can be accessedat https://cdn.
shopify.com/s/files/1/0710/5822/7236/files/RiskManagementPolicy.
pdfRsv=1740750661 which outlines the parameter of identification,
assessment, monitoring and mitigation of various risk.

RELATED PARTY TRANSACTIONS

The Board of Directors of the Company has adopted a Related
Party Transactions Policy for identifying, reviewing, and approving
transactions between the Company and the Related Parties, in
compliance with the applicable provisions of the Listing Regulations,
the Act and the Rules thereunder. All Related Party Transactions
entered into by the Company during the year under review were in
the ordinary course of business and on an arms length basis. There
was no material related party transaction made by the Company with
Promoters, Directors, Key Managerial Personnel, or other related
parties, which may have a potential conflict with the interest of the
Company at large. All Related Party Transactions were approved by the
Audit Committee and were also placed in the Board meetings as a good
Corporate Governance practice.

A statement of all Related Party Transactions is presented before the
Audit Committee on a quarterly basis, and prior/omnibus approval is
also obtained, specifying the nature, value and terms and conditions
of the transactions. None of the transactions with the related parties
falls under the scope of Section 188(1) of the Act. The details of Related
Party Transactions pursuant to Section 134(h) of the Act read with Rule
8 of the Companies (Accounts) Rules, 2014, in the prescribed Form No.
AOC 2.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS
AND COMPANYS OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed
by any regulatory authority, court or tribunal which shall impact the
going concern status and Companys operations in future, during the
financial year.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or any proceeding has been filed against the Company
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("IBC
Code") during the financial year 2025-26.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION
FUND

Your Company did not have any funds lying in unpaid or unclaimed
dividend for a period of seven years.

Therefore, there were no funds which were required to be transferred
to Investor Education and Protection Fund (IEPF) under Section 124 of
the Companies Act, 2013.

STATUTORY AUDITORS AND AUDITORS REPORT

There are no qualifications or adverse remarks mentioned in the
Auditors report. The notes to accounts, forming part of financial
statements, are self-explanatory and needs no further clarification.

Particulars of the employees as required under section 197 (12) of
the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and forming part
of the Directors Report for the year ended 31st March 2025 is annexed
to this report and forms an integral part of this report. (Annexure-1).

(iv) the expenditure incurred on Research and Development- NA