Aspire & Innovative Advertising Ltd Directors Report

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 between the

end of the financial year to which the financial statement relates and date of this Report.

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 2025 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.

During the year under review the Paid-up Equity Share Capital of the Company was increased from ? 11, 11,00,000/- (Rupees Eleven Crore Eleven Lakh only) divided into 1,11,10,000 (One Crore Eleven Lakh Ten Thousand only) Equity Shares of ? 10/- (Rupees Ten) each to ? 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

During the Financial year ended 31^st March 2025, no entity has become or ceased to be a subsidiaries, joint ventures or associate of the company.

The year under review, Board of Directors in its meeting held on May 30, 2024, appointed Mr. Ajay Bansal (DIN: 05335132) as Non-Executive Non-Independent Director of the company, which was subsequently approved by shareholders in 7^th Annual General Meeting. The board also changed the designation of Mr. Ajit Kumar (DIN: 10356380) from Nonexecutive Director to Executive Director (Whole Time Director Capacity) for a period of five consecutive years commencing from May 30, 2024 up to May 29, 2029 and same was approved in the 07^th Annual General Meeting held for the Financial Year 2023-24.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Ajit Kumar (DIN: 10356380), Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has recommended his reappointment.

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. 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.

During the year under review Mr. Rakesh resigned from the post of Company Secretary and Compliance Officer of the company with effect from 28.02.2025.

After the closure of financial year, Ms. Shiwani was appointed as Company Secretary and Compliance Officer of the company by the Board with effect from 12.05.2025.

1. Mrs. Rinku Agarwalla, Whole Time Director & Chief Financial Officer

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

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. The Independent Directors carried out annual performance evaluation of the Chairman, the non-independent directors and the Board as a whole. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each

Committee was evaluated by the Board, based on the report of evaluation received from respective Committees.

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 2025, 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 2025 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

f) 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.

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.

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.

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.

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

Details on composition of the Audit Committee as on March 31, 2025 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 30.05.2024, 25.09.2024, 12.11.2024 and 10.03.2025, during the financial year 2024-25. All the members were present in the meeting.

Details on composition of the Nomination and Remuneration Committee as on March 31, 2025 is given hereunder:

The Company Secretary and Compliance Officer of the company act as the Secretary of the Committee. The Committee met once on 30^th May, 2024 during the financial year 2024-25.

Details on composition of the Stakeholder and Relationship Committee as on March 31, 2025 is given hereunder:

The Company Secretary and Compliance Officer of the company act as the Secretary of the Committee. The Committee met once on 10^th March, 2025 during the financial year 2024-25.

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, 2025.

Corporate Social Responsibility Committee Comprise of:

The CSR Committee met twice on 30^th May, 2024 and 12^th November, 2024 during the financial year 2024-25.

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.

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.

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.

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.

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.

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.

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.

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. Thus, disclosure in form AOC-2 is not required.

The CSR Policy of your Company outlines the Companys philosophy for undertaking socially useful programs for welfare and sustainable development of the community at large as part of its CSR Obligation.

Your Company strives to provide the best working environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. Every initiative and policy of the Company takes care of welfare of all its employees. The human resource development function of the Company is guided by a strong set of values and policies. The details of initiatives taken by the Company for the development of human resource are given in Management Discussion and Analysis Report. The Company maintained healthy, cordial and harmonious industrial relations at all levels throughout the year.

The industrial relations with the workers and staff of the Company remained cordial throughout the year. There was unity of objective among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continue to be an area of prime importance.

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).

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Compliance Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace.

During the year the period under review, the Company has not received any sexual harassment complaints during the financial year nor is any complaint pending at the end of the financial year.

In compliance with the various provisions of the Act and Listing Regulations, the Company has the following policies/ codes:

• Policy on Determination of Materiality for Disclosure

• Policy on Related Party Transactions

• Nomination and Remuneration Policy

• Code of Conduct to Regulate, Monitor and Trading by

• Designated Persons

• Archival Policy

• Whistle Blower Policy

• Code of Conduct

• Risk Management Policy

The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2025 is given here below:

(i) the steps taken or impact on conservation of energy - NA

(ii) the steps taken by the Company for utilizing alternate sources of energy - NA

(iii) the capital investment on energy conservation equipments - NA

(i) the efforts made towards technology absorption - NA

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution - NA

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - NA

(a) the details of technology imported - NA

(b) the year of import-NA

(c) whether the technology been fully absorbed - NA

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof- NA

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

Total foreign exchange earned: Nil Total foreign exchange used:

The Company has designed and implemented a process driven framework for internal financial controls within the meaning of explanation to section 134(5)(e) of the Act. For Financial Year 2024-25, the Board is of the opinion that the Company has sound Internal Financial controls commensurate with the nature and size of its business operations, wherein controls are in place and operating effectively.

The Companys risk management mechanism is detailed in the Management Discussion and Analysis Report.

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

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

ii) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

iii) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

iv) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

v) the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

vi) Statement of deviation or variation in connection with preferential issue.

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

We the undersigned, in our respective capacities as Chairman and Managing Director (CMD) and Chief Financial Officer (CFO) of Aspire & Innovative Advertising Limited ("the Company") to the best of our knowledge and belief certify that:

a. We have reviewed financial statements and the cash flow statement for the year ended March 31, 2025 and that to the best of my knowledge and belief, we state that:

i. these statements do not contain any materially untrue statement or omit any material fact or

ii. contain statements that might be misleading;

iii. these statements together present a true and fair view of the Companys affairs and are in

iv. compliance with existing accounting standards, applicable laws and regulations.

b. We further state that to the best of our knowledge and belief, no transactions entered into by the Company during the year, which are fraudulent, illegal or violative of the Companys code of conduct.

c. We are responsible for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting of the Company and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the

steps we have taken or propose to take to rectify these deficiencies.

d. We have indicated to the Auditors and the Audit Committee:

i. Significant changes, if any, in internal control over financial reporting during the year;

ii. Significant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

iii. Instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.

General Note:

1. Profit of the Company is calculated as per Section 198 of the Companies Act, 2013.

1. No employee is a relative of any Director or Manager of the Company (except Mr. Nitesh Agarwalla and Mrs. Rinku Agarwalla).

2. No employees of the company drawing salary more than whole time director of the company and holding more than 2% equity shares

3. No employees employed throughout the year and were in receipt of remuneration of not less than 102 lakh per annum or, if employed for a part of the year, were in receipt of remuneration at a rate of not less than rupees 8.5 lakh per month (or in excess of remuneration paid to managing director) and their shareholding.

4. CTC received in the month of March, 2025 has been taken as the basis for calculation, considering only for those employees who are employed throughout the F.Y 2024-25. Also, all the information mentioned in above table is as on March, 2025.