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A Oneindia Venture

Nifty 24,288.15 +1.08%

22k Gold ₹ 14,885 /gm

Sensex 78,205.98 +0.82%

Nifty 24,288.15 +1.08%

22k Gold ₹ 14,885 /gm

Sensex 78,205.98 +0.82%

Nifty 24,288.15 +1.08%

22k Gold ₹ 14,885 /gm

Directors Report of Aspinwall and Company Ltd.

Mar 31, 2025

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
		'' In Lakhs	'' 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 Auditorâs 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

Indiaâs 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, Brazilâs 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 Indiaâs 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 companyâs 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 farmersâ 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 Aspinwallâs initiative and responsibility. The coffee produced by these farms is exclusively for Aspinwallâs 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, Mangaloreâs 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 Delhiâs 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

Indiaâs natural rubber industry is experiencing significant growth in both price and demand. In the 2024-25 fiscal year, the countryâs 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 yearâs 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 divisionâs 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 yearâs 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 Divisionâs 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 Companyâs 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 Companyâs 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 Companyâs objectives, projections, outlook, expectations, estimates and others may constitute âforward looking statementsâ 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 Companyâs 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 yearâs 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 (âActâ). 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 Companyâs 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 Companyâs 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 companyâs 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 Companyâs 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. Directorsâ 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 (âKMPâ) 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 Directorsâ appointment and remuneration and other details

The brief description of the Companyâs policy on Directorâs 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.

Auditorâs Report and Secretarial Audit Report

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

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

12. Particulars of Loans, Guarantees and investments

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

13. Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out as an Annexure of this Report in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014. For other details of the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report. The Policy is available on the website of the Company (URL: http://aspinwall.in/corporate-governance.php).

14. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companyâs 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 Directors¹
	Mr.C.R.R. Varma¹	3.45
	Mr.Adithya Varma¹	2.04
	Mr.M.Lakshminarayanan¹	4.01
	Ms.Nina Nayar@	1.62
	Mr.Vijay K Nambiar¹	3.38
	Mr.K.Srinivasan¹	2.32
	Ms.Rajni Mishra¹	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. No.	Name of Directors, Key Managerial Personnels	% increase in remuneration in the financial year
1	Mr.C.R.R. Varma¹	23
2	Mr.Adithya Varma¹	21
3	Ms.Nina Nayar@	-28.13
4	Mr.M.Lakshminarayanan²	-48.49
5	Mr.Vijay K Nambiar¹	-14.29
6	Mr.Rama Varma (Managing Director)	6.55
7	Ms.Rajni Mishra¹	216.67
8	Mr.K.Srinivasan¹	17.86
9	Mr.T.R.Radhakrishnan (Executive Director & CFO)	1.55
10	Mr.Neeraj R Varma (Company Secretary)	5.09

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 Companyâs 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 Companyâs 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 Companyâs 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 Companyâs 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 Companyâs 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 Auditorsâ 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.

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.

Mar 31, 2024

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
		'' In Lakhs	'' 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

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 Boardâs 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 yearâs 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. Vietnamâs 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 Robustaâs 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 Divisionâs 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 Companyâs 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.

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 farmerâs 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 productâs 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 Robustaâs have become unsustainable and hence we have limited our production to about 15% of our total production, while Arabicaâs 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 Governmentâs 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.

Indiaâs 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 yearâs production. However, thereâs 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, thereâs 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 âBought Latex Operationsâ 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.

Cautionary Statement

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 yearâs 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

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 (âActâ). There has been no material change in the nature of business of the subsidiaries.

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 logisticsâ 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, whoâs 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 thereâs 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. Directorsâ 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;

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 (âKMPâ) 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

Policy on Directorsâ appointment and remuneration and other details

The brief description of the Companyâs policy on Directorâs 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

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.

Auditorâs 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 Auditorâs 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 Auditorâs 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 auditorâs 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 auditorâs observations on the absence of independent auditorâs 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

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 Companyâs website on https://www.aspinwall.in/investors-new/.

15. Particulars of Employees

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 Directors¹
Mr.C.R.R. Varma¹	2.94
Mr.Adithya Varma¹	1.77
Mr.M.Lakshminarayanan²	8.14
Vice Admiral Sushil Krishnan Nair (Retd.)#	1.91
Ms.Nina Nayar¹	2.35
Mr.Vijay K Nambiar¹	4.12
Mr.K.Srinivasan¹	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

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

Sl. No.	Name of Directors, Key Managerial Personnels	% 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

**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.

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.

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 Companyâs 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 Companyâs operations in future.

21. Enterprise Risk Management

22. Mentorship and Succession Planning Policy

23. Vigil Mechanism/Whistle-Blower Policy

24. Transactions with related parties

25. Disclosure Under 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

28. Statutory Disclosures

29. Disclosure Requirements

Acknowledgements

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

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

#Retired effective from September 30, 2023.

@Appointed effective from October 01, 2023.

Mar 31, 2023

We are pleased to present the Report on our business and operations for the year ended March 31,2023.

1. RESULTS OF OUR OPERATIONS

Sl.	Particulars	FY 2022 - 23	FY 2021 - 22
No.		'' In Lakhs	'' In Lakhs
1	Revenue from operations	28,885	25,473
2	Expenses	(26,825)	(23,643)
3	Earnings before Interest, Tax, Depreciation, Amortisation and exceptional items	2,060	1,830
4	Depreciation and amortisation expenses	(447)	(369)
5	Finance cost	(163)	(296)
6	Exceptional items	958	331
7	Other income	592	389
8	Profit before Tax	3,000	1,885
9	Tax Expenses	(606)	(318)
10	Profit after tax	2,394	1,567
11	Other comprehensive (Loss), net of tax	(97)	(45)
12	Total comprehensive income for the year	2,297	1,522
13	Opening Balance- Retained Earnings	1,601	1,453
14	T ransfer to General Reserve	(1,100)	(1,100)
15	Dividend and Dividend tax :
	Final	(469)	(274)
	Interim	Nil	Nil
	Total	(469)	(274)
16	Closing Balance - Retained Earnings (12 13-14-15)	2,329	1,601
17	General Reserve	13,850	12,750
18	Retained Earnings	2,329	1,601
19	Total	16,179	14,351
20	EPS	30.61	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 Auditorâs
Certificate thereon.

3. MANAGEMENT DISCUSSION & 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. Following are the various
portfolios and the performance details for the FY 2022-23:

Coffee Division:

The production of Indian Coffee during the FY 2022-23 was comparatively lower than the previous year on account
of excess monsoon rains impacting the crop in the key regions of Karnataka, the largest coffee-producing State.
Indiaâs coffee exports for the financial year ending March 2023 scaled a new high at $1.126 billion on increase in
global prices. The exports for the year are higher over the previous yearâs $1.027 billion and surpassed the target of
$1.088 billion fixed by the Commerce Ministry.

The composite index price of the International Coffee Organisation (ICO) for the last year was very high compared
to the previous 10 years. The ICO indicator price for âOther Mildâs, a category under which the Indian coffees are
classified, went up from around 185 US cents per pound last year to 226 US cents per pound.

World coffee production decreased by 1.4% to 168.5 million bags in the coffee year 2021-22, hampered by the off-
biennial production and negative meteorological conditions in a number of key origins. However, it is expected to
bounce back by 1.7% to 171.3 million bags in Coffee Year 2022-23.

Aspinwall being one of the finest producers of speciality coffee in India produces unique and well accepted monsooned
coffees in the global market, which are mostly exported to the European countries like Germany, Switzerland, Italy,
UK and Scandinavian countries like Norway, Sweden which comprises major part of our export along with Australia,
USA, Russia & some Asian countries like Japan & Taiwan. The Coffee Division has been consistently contributing
to the Companyâs profit significantly for the past 14 years. In the year 2022-23, the coffee division has achieved a
total turnover of Rs.10,938 lacs as compared to Rs.10,105 lacs for 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. The division has made significant progress in the sustainability Programme - Nespresso AAA
program, Rainforest Alliance & UTZ certifications.

The Division has conducted a training program for farmers on sustainability which are designed to help farmers learn
about sustainable practices that can improve their yields, reduce their environmental impact and enhance their
profitability. Sustainable agriculture training can be delivered through a variety of methods including workshops,
field days, and webinars.

The division has been granted Rain Forest Alliance (RFA) for our farmer''s group - Hangal Coffee Growers AssociaÂ¬
tion promoted by Aspinwall and Company Limited during the last financial year.

The 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 2023, a group of 50 planters with 1500 acres of coffee has been certified under the Rainforest Alliance SustainÂ¬
able certification program by the initiative & responsibility of Aspinwall. The certified coffee produced by these farms
is for the sole use of Aspinwall. Our Mangalore coffee production plant also has obtained certification as a Rainforest
Alliance (RA) supply chain unit.

Monsooned Coffee is also a GI-certified product initiated by Indian Coffee Board. Presently we are the only Authorised
user of GI Monsooned Malabar Arabica & Monsooned Malabar Robusta Coffees.

The division is under the process of installing Solar Power Plant at its factory in Manguluru. Currently, we are
consuming around 60,000 units of electricity on average from the electricity board every month. Installation of solar
panels will contribute to our social responsibility of environmental protection by reducing the 188.79t CO2 emission
yearly and will be equivalent to planting 8671 plants. Solar power plant will add value to our products by adding
Carbon foot print certification and will help to get recognition from wide customers. The installation process started
on during the month of May, 2023 and is expected to be commissioned by end of July 2023.

The division is in the process of replacing its existing sorting machines which are very old and outdated and now
bring upgraded with high-accuracy multi-vision sorting technology machines with AI support. Due to its high accuÂ¬
racy, the division is expected to save time and reduce the production cost. This may also help to reduce the weight
loss off processed or sorted coffee.

The division has concluded the year with one of the best profits during the recent years. This is because of the
substantial increase in the international market prices which has led to significant margins on account of sale of
stock in hand. Due to lower procurement on account of shortage of arabica cherry crop during the year utilisation of
finance was lower which has led to substantial savings in finance costs. The Net profit for the division recorded was
one of the best during the recent past.

India exports over 70 percent of its coffee production. Due to shortage of Arabica cherry crop leading to increase in
prices especially for parchment, coffee producers are washing their cherry coffee to market as parchment coffee.
This has led to short supply of Arabica cherry in quantity terms during the FY The growers were expecting the same
price for cherry coffee as the previous crop in the domestic market. Coffee growers are still holding onto their stock
during the purchase season- expecting prices to go up further, which also leads to tough competition in the domesÂ¬
tic. The increase in the purchase price of Arabica Cherry is more than the proportional increase in International
Market. Even though the international market price has come down by a few points, the price in the domestic
market is not reducing proportionately to the international market.

The cherry production is expected to be in line with earlier seasons, but the growers are holding to their stock
expecting the market to go up further. The production of arabica cherry is expected to be higher during the FY 2023Â¬
24. However, the production of robusta cherry is lower compared to the previous year. The Division is facing tough
competition in the domestic market since the number of Monsooners have increased along with few of the multinaÂ¬
tionals who also started producing Monsooned coffee.

Even though the International & domestic market shows favourable conditions, there could be a considerable
decline in exports in quantity terms and a five percent dip in value terms during 2023-24 as the order bookings are
only 60 percent of the normal, particularly for the Arabicas. The production for robusta cherry for the new season is
expected to be lower which can lead to lower sales of the said variety. Factors such as higher Indian prices,
compared to the terminal prices in New York and London, and in Europe, the largest destination for Indian coffees,
the margins for the FY 2023-24 is expected to be lower. The surplus stock of previous years lying with the buyers
& the ongoing conflict with Russia- Ukraine has also resulted in lesser demand for coffee especially in the
speciality sector.

The profits for the running FY, thus, is expected to be lower.

Logistics Division:

The bulk division at Mangalore handled around 9 lakhs MT of cargo during the FY 2022-23 as compared to 7.60
lakhs MT of cargo during the previous year. The major components were fertiliser, sugar and domestic Petcoke by
rake for various Cement Companies. The fertiliser imports are improving as the fertilizer prices in the global market
is coming down. The restriction in handling bulk fertilizer vessels arriving at New Mangalore Port at a high draft, due
to the handing over of the busiest berth to JSW to handle containerized cargo, has affected the operations of the
division for the past couple of years.

During 2023-24, the Division is expecting similar fertiliser cargo traffic at Mangalore like last FY.

The performance of Tuticorin was satisfactory which is expected to continue for the running FY also. The perforÂ¬
mance of Chennai was better during the FY under review and is expected to be better during the running FY as well.

It has been a mixed bag for the logistics industry during last year. Rates were high and there has been scarcity of
equipment during the first half. By mid-year, rates and equipment availability started easing out and levelled to pre
covid situation.

The freight forwarding branches could manage to secure better revenues during this period. New Delhi has perÂ¬
formed very well compared to the previous year. The performance of Goa was lower as compared to the last year
because of loss of cargo due to unavailability of feeder vessels. The branch is reducing the impact by doing
transshipment services. Mumbai and Cochin continued and maintained its good performance.

The implementation of GST on airfreight has been a challenge, perishable consignments were affected at Trivandrum.
The performance at Bangalore was lower for the reason that the freight forwarding volumes at the location moved to
gate way ports due to overall reduction in lead time and cost saving.

The Division is actively planning to start a sales office at Pune, where we have two resident executives positioned.
Mundra operations, in full swing, is expected to start soon as Customer Broker License extension is in the final stages.

The division is expected to continue and maintain the current performance during the FY 2023 - 24.

Plantation Division:

The production of Natural Rubber in the country has gone past 800,000 tonnes in the FY 2022-23, after a gap of 10
years. India is currently the worldâs sixth largest producer and second largest consumer of Natural Rubber. HowÂ¬
ever, the said industry in India is passing through an unprecedented crisis due to un-remunerative prices along with
rising production costs. The natural rubber crisis, which has taken the steam out of Keralaâs once-lucrative rubber
plantation industry, has more to it than is apparent.

Since peaking to record highs during 2012-2013 period, Natural Rubber prices in the domestic as well as in the
international market have been trending lower, except for some occasional upticks. Though a revival has been
witnessed in FY 2021-22 on post-Covid recovery in demand, prices have retreated again. Upto September
2022, the prices were ruling at reasonably better levels. There was a sharp decrease thereafter, which has
affected the average realisation last year, thereby resulting in operating loss for the year. However, considering
the sources of other income like income from sale of rubber trees, minor produce and others, the division has
ended with nominal profits.

Natural rubber prices fell sharply for the RSS-4 grade from around ''170 per kg at the beginning of 2022 to below
''140 towards the end of the year. Poor demand from China, the largest consumer of natural rubber, and the
slowdown in Europe are said to be the reasons behind the slump, while the outlook for the new year remains muted
on the rising geopolitical uncertainties.

The latex sector suffered the worst, as the downward correction of prices came on the back of sustained buoyancy
enjoyed during Covid times. The sudden surge in demand for gloves in the pandemic period had boosted the
requirement of latex, whose prices spiked in 2021. However, the drop in demand for gloves led to the price of latex
crashing very badly during the second half year.

Our plantation harvested a crop of 9,47,350 Kgs which has increased by 74,450 Kgs compared to the previous year.
It is worth mentioning that our Yield per Ha. is one of the best in the State for the season 2022-23. The labour
situation has been generally peaceful in the estate during the period under review.

Despite the prices remaining unattractive, the division could register a slender operational profit by enhancing
productivity, achieving better sales realization and the continued focus on generating additional income from minor
crops and innovations.

During the last few years, almost all vacant areas and spaces not suitable for rubber cultivation have been planted
with minor crops like Areca nut, Milia Dubia, Nut Mug, etc. This is apart from the intercropping done in some of the
areas using Coffee (a new venture) and Banana. The income from Areca nut has literally frog-leaped over the past
few years. More importantly, by implementing an innovative system for contract banana planting, the Division could
bring about substantial savings in the operating expenditure.

The newly started âTrading Latex Operationsâ has made remarkable strides in expanding our market base apart
from making quantum leaps with regard to volumes. Aspinwallâs market, which was previously confined to Agra,
Mumbai, etc. has been enlarged in a significant way to spread to other areas like Delhi, Meerut, Ahmedabad, Jaipur
and Kolkata. Further, it has helped in generating additional revenue and improving our brand image.

The price situation may slightly improve in the FY 2023-24 on account of the increasing demand - supply gap and
expected rise in demand from major consumers like China. The Natural Rubber market is expected to register
fluctuating growth trends in the long term, while inflation and supply chain concerns are expected to continue in
2023. Concerns of global economic slowdown, the impact of war in Ukraine, lockdowns in China with resurging
COVID cases, and the risks of stagflation envisaging numerous market scenarios are pressing the need for Natural
Rubber industry players to be more vigilant and forward-looking.

Natural Fibre :

The year under review was very bad due to substantial decrease in export sales and high freight rates. However, we
could revive the trading activities in the domestic market during the last quarter of the FY. This is expected to be
better in the coming months. The Division expects that the export performance would be better in the FY 2023-24
especially considering the normal freight rates that is ruling at present. Also, the recession in Europe is a worrying
factor. Some of the customers are desirous of switching over to latex based coir mats from PVC tufted mats, which
may have some impact in the coming days. With strict monitoring of overheads, the division is expected to perform
better during 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 2022-23, M/s.BDO India LLP, Chartered Accountants, was 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.

Cautionary Statement

Certain statements made in this Report relating to the Companyâs objectives, projections, outlook, expectations,
estimates and others may constitute âforward looking statementsâ 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 Companyâs 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 2022-23 was at Rs.28,885 lacs was marginally higher in comparison to the
previous yearâs figure of Rs.25,473 lacs. EBITDA (before exceptional items) was Rs.2,060 lacs during the FY 2022Â¬
23 as compared to the EBITDA of Rs.1,830 lacs (before exceptional items) in the FY 2021-22. During the year, the
total comprehensive income was Rs.2,297 lacs as against Rs.1,522 lacs for the last year.

Transfer to Reserves

The Company proposes to transfer an amount of Rs.11,00,00,000/- (Rupees Eleven 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 had declared a first and final dividend of Rs.6/- per equity share for the FY
2022-23 retaining the same rate as declared during the previous year.

7. Developments in Human Resources and Industrial Relations

The human resource department streamlined the induction, recruitment and an 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.

The department for the FY 2023-24, is in the process of introducing the phase II of the digitization process in the
leave application system 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, 2023 was 726 compared to 747 in the
previous year.

8. WHOLLY-OWNED SUBSIDIARIES:

The Company has four wholly-owned subsidiaries as on March 31, 2023. There are no associate companies or
joint venture companies within the meaning of Section 2 (6) of the Companies Act, 2013 (âActâ). There has been no
material change in the nature of business of the subsidiaries.

During the FY 2021-22, considering the inactivity of Aspinwall Technologies Limited, the Board of Aspinwall had
decided to wind-up the said Company through voluntary winding up route. Based on the same, the Board and the
shareholders of Aspinwall Technologies Limited has approved the winding up of the said Company, including the
appointment of liquidator to conduct the liquidation proceedings. The NCLT, Kochi Bench, has approved the dissolution
of Aspinwall Technologies Limited vide order dated April 28, 2022.

Pursuant to the provisions of the Section 129 (3) of the Act, a statement containing the salient features of the
financial statements of the Companyâs 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 31,2023, 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 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 2022-23 is Rs.36 lacs as compared to Rs.54 lacs for the FY
2021-22.

8.2 Aspinwall Geotech Ltd.

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 2022-23 is Rs.621 lacs as compared to Rs. 8
lacs for the FY 2021-22.

8.3 SFS Pharma Logistics Private Limited

SFS handles clinical trial/Pharmaceuticals/Biological sample and other temperature sensitive shipments by proÂ¬
viding a validated VIP packaging as well as data loggers.

SFS has a global presence with its own offices in 12 countries including India & has validated partners in other
countries which are SOPs driven too. The Profit Before Tax of the said Company for the FY 2022-23 is Rs.137 lacs
as compared to Rs. 82 lacs for the FY 2021-22.

8.4 Aspinwall Healthcare Private Limited

The Company was incorporated for the purpose of manufacture and trading of medical equipment and accessoÂ¬
ries. 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 Loss Before Tax of the said Company for the FY 2022-23 is Rs.121
lacs as compared to Rs.97 lacs for the FY 2021-22.

9. DIRECTORSâ 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.Rajesh S resigned from the Board of the Company effective from May 25, 2022
(DIN: 08093860) and thereafter resigned as the CEO of the Company effective from August 31,2022.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (âKMPâ) of the Company as on
the end of the FY 2022-23 are - Mr.Rama Varma, Managing Director, Mr.T.R.Radhakrishnan, Executive Director &
CFO and Mr.Neeraj R Varma, Company Secretary.

Mr.M.Lakshminarayanan, was re-appointed as Independent Director effective from May 01,2023, by the shareÂ¬
holders vide resolution passed through Postal Ballot. The Special Resolution was passed on March 22, 2023.
The Independent Directors of the Company have submitted a Declaration under Section 149 (7) of the Act, declarÂ¬
ing 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 directorsâ appointment and remuneration and other details

The brief description of the Companyâs policy on Directorâs 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 02, 2017,
had appointed M/s. B S R & Associates LLP, Chartered Accountants (Firm Registration No.116231W/W-
100024), as the Statutory Auditors of the Company for a period of five years till the conclusion of the 102nd
AGM of the Company to be held in the year 2022.

Based on the recommendations of the Audit Committee, the members of the Company at its Annual General
meeting held on August 10, 2022, has approved the appointment of M/s B S R and Co (Firm Registration
Number: 128510W) as the Statutory Auditors of the Company for a period of five years from the conclusion of
the said AGM till the conclusion of 107^th AGM of the Company to be held in the calendar year 2027. M/s B S
R and Co, Chartered Accountants, is an affiliate firm of the previous statutory audit firm i.e., M/s B S R &
Associates LLP, Chartered Accountants.

Cost Auditors

M/s BBS & Associates, Cost Accountants (Registration No.00273), were the Cost Auditors of the ComÂ¬
pany for the FY 2022-23. The Board of Directors at their meeting held on May 23, 2023, has approved
the re-appointment of the said firm as the Cost Auditors of the Company for the FY 2023-24 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 2022-23.

Auditorâs 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 SecreÂ¬
tarial Auditor is given as an Annexure, which forms part of this Report.

The Statutory Auditorâs Report, which also forms part of this Annual Report, does not contain any qualification
or adverse remarks.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of the loans/guarantees advanced by the Company to its wholly-owned subsidiaries of the ComÂ¬
pany 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 31,2023 is
available on the Companyâs 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 19''
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 othe
information required under the said provisions are given below:

Name of Directors	Ratio to median remuneration
Non Executive/Independent Directors*
Mr.C.R.R. Varma*	2.20
Mr.Adithya Varma*	1.10
Mr.M.Lakshminarayanan*	2.20
Vice Admiral Sushil Krishnan Nair (Retd.)*	2.20
Ms.Nina Nayar*	1.32
Mr.Vijay K Nambiar*	2.64
Mr. K.Srinivasan@	0.88
Whole-Time Directors
Mr.Rama Varma - Managing Director	57.52
Mr.Rajesh S - Executive Director & CEO**	41.68
Mr.TR Radhakrishnan - Executive Director & CFO	56.67

*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.

**Resigned effective from May 25, 2022.

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

Directors, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr.C.R.R. Varma*	11.11
Mr.Adithya Varma*	-16.67
Vice Admiral Sushil Krishnan Nair (I.N.Retd.)*	-28.57
Ms.Nina Nayar*	Nil
Mr.M.Lakshminarayanan*	-16.67
Mr.Vijay K Nambiar*	-14.29
Mr.Rama Varma (Managing Director)	23.33
Mr.Rajesh S (Executive Director & CEO)	-18.32
Mr.K.Srinivasan*	-33.33
Mr.T.R.Radhakrishnan(Executive Director & CFO)#	62.11
Mr.Neeraj R Varma (Company Secretary)	15.22

*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.

#Increase is due to the elevation to the Board of Directors as Executive Director & CFO effective from May 17, 2022.

c) The percentage increase in the median remuneration of employees in the financial year: 3.41%

d) The number of permanent employees on the rolls of the Company as on March 31,2023: 726.

e) Average percentile increases already made in the salaries of employees other than the manaÂ¬
gerial 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 excepÂ¬
tional circumstances for increase in the managerial remuneration:

The average annual increase made in the salaries of employees other than managerial personnel was
17.36%.

Increase in the remuneration of managerial personnel for the year was 14.05%.

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 stopped accepting/renewing Fixed Deposits and has repaid all the Fixed Deposits as
on March 31,2015. The unclaimed interest amounts relating to the earlier Fixed Deposits were lying in
the Interest Warrant Bank Account of the Company and has been transferred fully to the Investorsâ
Education and Protection Fund (âIEPFâ) as and when it was due to be transferred, pursuant to the
provisions of the Act.

17. FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Export activities, initiatives taken to increase export, 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 Companyâs foreign exchange earnings amounted to Rs.9,222 lacs
compared to Rs. 8,780 lacs in the previous year. The total outgo of foreign exchange amounted to Rs.43
lacs as against Rs.89 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 2022-23.

19. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABÂ¬
SORPTION

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 Companyâs 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 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. AccordÂ¬
ingly, 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 2022-23 and hence does not form part of this report.

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

The Company has in place an HR Policy for Prevention Prohibition and Punishment of Sexual HarassÂ¬
ment 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 were no cases 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 ComÂ¬
pany 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 Companyâs
shares and prohibits the purchase or sale of Company shares by the Directors and designated employÂ¬
ees while in possession of unpublished price sensitive information in relation to the Company and durÂ¬
ing 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 ComÂ¬
panies Act, 2013. Your directors have made necessary disclosures, as required under various proviÂ¬
sions of the Companies Act, 2013 and SEBI Listing Regulations. A Certificate to that effect as manÂ¬
dated 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 Auditorsâ 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, financial institutions and Central and State Governments for their consistent support and encourageÂ¬
ments 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 Order of the Board

^{May 23}, ²⁰²³ RAMA VARMA M. LAKS H MI NARAYANAN

Managing Director Chairman

DIN 00031890 DIN 05003710

Place: Mangalore Place: Kochi

Mar 31, 2018

To the members,

We are pleased to present the Report on our business and operations for the year ended March 31, 2018.

1. RESULTS OF OUR OPERATIONS

Sl.	Particulars	2017 - 18	2016 - 17
No.		Rs. In Lakhs	Rs. In Lakhs
1	Revenue from operations	28094	24460
2	Expenses	25436	22422
3	Earnings before Interest, Tax, Depreciation, Amortisation and exceptional items	2658	2038
4	Depreciation and amortisation expenses	249	232
5	Finance cost	477	571
6	Exceptional items	310	322
7	Other income	453	582
8	Profit before Tax	2075	1495
9	Tax Expenses	755	633
10	Profit after tax	1320	862
11	Other comprehensive income	(3)	(42)
12	Total comprehensive income for the year	1317	820
13	Opening Balance- Total Comprehensive Income	1121	801
14	Transfer to general reserve	600	500
15	Dividend and Dividend tax	269	-
16	Closing Balance -Total Comprehensive Income (12 13-14-15) Other Equity: Reserves and Surplus	1569	1121
17	General Reserve	10800	10200
18	Retained Earnings	1614	1163
19	Other Comprehensive Income	(45)	(42)
20	Total (17 18 19)	12369	11321
21	EPS	16.88	11.02

2. CORPORATE GOVERNANCE

The Company''s philosophy on Corporate Governance oversees business strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large. Pursuant to the SEBI (Listing Obligations and Disclosure Requirements), 2015, the Corporate Governance Report with the Auditor''s Certificate thereon, are attached and form part of this Report.

3. MANAGEMENT DISCUSSION & ANALYSIS (M.D.&A.)

This report includes M.D.& A as appropriate so that duplication and overlapping between Board''s Report and the entire material is provided in a composite and comprehensive document.

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.

Coffee Division:

Coffee production in India for the year 2018, post blossom was estimated at 3.5 lakhs MT. However, the feedback from the growers is that the production maybe lower by 15% especially in Robusta.

During the year under review, Coffee Global production has witnessed an increase of around 1.25% as compared to the previous year. During the year 2017, the production was 159.66 million of 60 bags against 157.69 million of 60 bags, showing an increase mainly in Robusta production.

Global coffee consumption is increasing steadily around 1.5% and it stood at 157.8 million 60 kg bags compared to previous year 155.7 million 60 kg bags.

Aspinwall is one of the finest producers of speciality coffee in India. Our Monsooned coffees are found to be unique and well accepted in the global market. We contribute around 50% of the total Monsooned Coffee product exported from India. We have monsooned 5000 MT during the year. Majority of our exports are to Switzerland, Germany, Italy, England and Scandinavian countries like Norway, Sweden and the balance to Australia, USA, Japan and Russia.

The Coffee Division has been consistently contributing to the Company''s profit, immensely, for the past 10 years. This year Coffee Division has done extremely well, surpassing all its previous records. Irrespective of the downward market trend & Indian currency being strong throughout the year, Coffee Division ended the year with its best performance in comparison to all its previous years.

Coffee Division has made consistent progress in Sustainability Programme (Nespresso AAA & Rainforest Alliance) and have contracted 30 containers, out of which 22 containers of Certified coffees are for Nespresso. 14 new farms have been added in the sustainability cluster. We have now increased the farms to 32 in comparison to the previous year figure of 18.

During the year, the new logo of the Division''s brand, Monsooned Malabar Mellows, has been registered under the Trade Marks Act, 1999, and the same has been put to use.

Further, the ISO 9001 certification of Coffee Division has been successfully upgraded to the latest 2015 standards.

The Division had installed one more Spectrum Tri Chromatic colour sorter machine at its factory premises at Mangalore, Karnataka, with customised design to increase the dispatch for more efficient and faster output as compared to the process of manual garbling. The Division also successfully commissioned and installed Dust filter machine in Husk room, thereby making the machine room dust free.

Natural Fibre Division:

During the year under review, export of Coir products in the country has shown a gain of about 10% as compared to the previous year. Most of the gains are for Coir Pith, with little or of no gains for our standard manufactured door mats.

The exports of the Division, during the period, was slightly ahead in comparison to the previous period, but not upto the budgeted expectations. This was consequent to the loss of one of our largest European customers due to pricing pressure from our competitors. We have subsequently regained this client business.

The Exchange rate against major trading currency had marked a negative impact coupled with reduction of export incentives.

Further, the Factory of the Division at Pollachi, Tamil Nadu, has been facing certain local issues in connection with the discharge of waste water, resulting in the damage of the groundwater, as alleged by certain local residents. Consequently, the Sub-Collector had issued the Prohibitory Order to stop the production without giving an opportunity of being heard for the Company. As the Company had already installed necessary infrastructural facilities at the factory premises and the same was found to be satisfactory by the Pollution Control Board, the Hon''ble High Court of Madras had granted absolute stay based on the report of PCB, against the prohibitory order of Sub-Collector, Coimbatore. The production, therefore, as on date is in full swing, after closing down for an aggregate period of less than two weeks for the above issue.

Despite these setbacks, the division was able to close the year with positive results due to significant reduction of operating expenses and tight cost controls.

The exports of the Division are poised for further growth with the inception of our USA Operations in partnership with Quality Rubber Resources, Inc. and further gains with new clients in Europe. The domestic sales are showing good gains and is poised for further growth.

Rubber Division:

The Natural Rubber plantation industry continues to face the crisis situation caused by poor prices. Towards the end of FY 2016-17, rubber prices showed some signs of recovery as it faced some supply tightness due to repeated floods in Thailand, firming up of US dollar against Asian currencies, and increased demand from China. But this trend did not sustain and the prices again weakened further in the early months of 2018.

India''s natural rubber production during the fiscal 2017-18 is roughly 7 lakh tonnes, falling short of the Rubber Board projected figure of 8 lakh tonnes. Our plantation harvested a crop of 1027900 Kgs against a budget of 950000 Kgs. This is the ever highest crop produced by the estate which has resulted in better labour productivity (tapping average) of 19.00 kgs (which is also the best ever recorded), besides being one of the best in Malabar region of Kerala.

Despite the prices remaining unattractive, the division could register good operational profit by cutting down costs, enhancing productivity and achieving better sales realization. The cost of production was lower by Rs 8.12 per kg compared to the budget. This along with the additional contribution from the increased harvest and higher sales realization helped in combating the negative effects of low price. Hence, the Company could close the year with reasonable profits.

Aspinwall continues to get premium over market prices and has a superior brand image in Mumbai and Agra markets.

The price situation is likely to be better in the FY 2018-19. Major producers such as Thailand are taking measures to cut international supplies and prop up prices. According to the reports available in public domain, Thailand plans to bring down annual supply by as much as 1 million tonnes to 3.3 million tonnes, before the end of 2018. These moves may buoy international prices in the months to come.

Logistics Division:

As per the Economic Survey 2017-18, improving the Indian logistics sector would facilitate a 10% decrease in indirect logistics cost, leading to a growth of 5-8% in exports. Further, the Survey estimates that the worth of Indian logistics market would be around US$ 215 billion in next two years compared to about US$ 160 billion currently. The boom in next couple of years is expected largely due to the implementation of Goods and Service Tax (GST).

Today, the Indian logistics sector is going through a phase of transformation. Due to the initial efforts of Government of India (GoI), such as Make in India programme and improvements in infrastructure along with the emergence of skilled professionals, the country''s position bettered from 54 in 2014 to 35 in 2016 in the World Bank (WB)''s Logistics Performance Index (LPI), in terms of overall logistics performance. In fact, India improved its tally in all the six components of LPI.

Compared to the above performance, the Logistics Division had performed well due to the exemplary performance from Mangalore and Tuticorin. The remarkable performance from Tuticorin has been due to the considerable increase in the warehousing income. Due to the import of wheat (and its long-term stocking), the business via warehousing income had increased way high during the year, which, however, is not likely to continue during the FY 2018-19.

As on March 2018 end, a stock of 1.4 lakhs ton of fertiliser cargo is lying at Port/Private godowns and hence fertiliser Imports during this current financial year will be much less. But the division is anticipating to handle more or less the same quantity of cargo during the year 2018-19.

The Division had also initiated various cost cutting measures in improving the bottom-line at its locations.

5. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company has in place adequate systems of internal control commensurate with its size and the 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.

The Company has appointed M/s.Suri & Co., Chartered Accountants, 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. The Audit Committee also meets statutory auditors to ascertain, inter-alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of its major observations, periodically.

Cautionary Statement

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

6. PERFORMANCE OF THE COMPANY :

The revenue from operations for the FY 2017-18 was at Rs.28,094 lacs was higher by 14.85% in comparison to the previous year''s figure of Rs.24,460 lacs. PBT (before exceptional items) was Rs.2385 lacs registering a growth of 31% over the PBT of Rs.1817 lacs (before exceptional items) in the FY 2016-17. During the year, the total Comprehensive Income was Rs. 1317 lacs as against Rs. 820 lacs for the last year.

Transfer to Reserves

The Company proposes to transfer Rs.600 lacs to the General Reserve out of the amount available for appropriation and an amount of Rs. 1614 lacs is proposed to be retained in the profit and loss account excluding Other Comprehensive Income.

Dividend

The Board of Directors are pleased to recommend a first and final dividend of Rs. 3.50 per equity share for the year 2017-18 as compared to Rs. 3 per equity share for the year before.

7. DEVELOPMENTS IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Human potentials have been perceived as powerful resource right from inception stage of Aspinwall wherein Company makes continuous and concerted efforts to groom its HR to meet with the present and future challenges in the field of Technology and Management functions and also focuses on providing an environment conducive for grooming employees to enable them to contribute on a continuous basis for the growth of the organization and also to meet with the rapidly changing industrial scenario.

The company is very much concerned about its Human Resource (HR) which is a prime asset for improvement and enhancement of productivity and profitability. Very harmonious, cordial and healthy industrial relations (IR) prevailed throughout the year.

The total strength of human asset of the Company as on March 31, 2018 was 770.

8. WHOLLY-OWNED SUBSIDIARIES:

The Company has four wholly-owned subsidiaries as on March 31, 2018. There are no associate companies or joint venture companies within the meaning of Section 2 (6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of business of the subsidiaries. Pursuant to the provisions of the Section 129 (3) of the Act, a statement containing the salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of the Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with the relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company. Following are the brief description of the wholly-owned subsidiaries of the Company:

8.1 Aspinwall Technologies Ltd

The main activities of the Company are the development and trading of business automation systems and programmes in software for Aspinwall and Company Limited and its subsidiaries.

8.2 Malabar Coast Marine Services Pvt. Ltd.

The main activities of this Company are stevedoring and freight forwarding. Stevedoring is carried out mainly in the port of Mormugao (Goa). Freight forwarding is carried out in locations like Goa, Bangalore and Mangalore.

8.3 Aspinwall Geotech Ltd.

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.

9.4 SFS Pharma Logistics Private Limited

SFS Pharma is engaged in the business of specialized logistics service and provides service for Door to door transportation of temperature/time sensitive shipments in India and abroad.

SFS Pharma handles clinical trial/Pharmaceuticals/Biological sample and other temperature sensitive shipments by providing a validated VIP packaging as well as data loggers.

The business of SFS Pharma is mainly based in Mumbai and the other key locations are Ahmedabad, Bangalore, Delhi and Hyderabad. All these locations are equipped with freezer/chillers/VIP packaging/ data loggers/ temperature monitoring systems and other required amenities/devices to provide quality solutions to valuable customers.

During the year, the Company was able to increase its clientale and the performance of the Company is very encouraging. Likewise, the Company is confident to make decent progress in its performance in this FY 2018-19 as it, presently, has good customer base of eminent Pharma/Healthcare companies and is in the process of further increasing the said clientale.

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;

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.Raghavan Sasiprabhu Karunamittom (DIN: 0005116814), Additional Director, resigned from the Board of Directors of the Company, effective from July 10, 2017.

Mr.Rama Varma (DIN: 00031890), retires by rotation and being eligible, has offered himself for re-appointment.

Shri.Avittam Thirunal Adithya Varma (DIN: 02213375), was appointed by the Board of Directors of the Company as an Additional Director, effective from August 17, 2017. The Board, has recommended the regularisation of appointment of Shri.Avittam Thirunal Adithya Varma as Director under the Non-Executive category for a period of five years, subject to retirement by rotation. The same form part of the Notice for this AGM.

Mr.Mahadev Lakshminarayanan (DIN:05003710), was appointed as an Additional Director under the Independent category, by the Board of Directors effective from May 01, 2018. The Board has recommended the regularisation of appointment of Mr.Mahadev Lakshminarayanan as an Independent Director for a period of five years. The said item forms part of the Notice for this AGM. Mr.Mahadev Lakshminarayanan has submitted a declaration that he meets the criteria of independence as provided in Section 149 (6) of the Act. The profile of the said Director is attached to the Corporate Governance Report.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel ("KMP") of the Company during the year were - Mr.Rama Varma, Managing Director, Mr.Venkitraman Anand, Executive Director, Mr.T.R.Radhakrishnan, Chief Financial Officer and Mr.Neeraj R Varma, Company Secretary. There has been no change in the KMPs during the year.

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

Board Evaluation

The Board of Directors have 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. The same was discussed in the Board Meeting that followed the meeting of the independent directors, at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Policy on directors'' appointment and remuneration and other details

The brief description of the Company''s policy on Director''s appointment and remuneration and other matters, 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 02, 2017, had appointed M/s.BSR & Associates lLp, Chartered Accountants (Firm Registration No.116231W/W-100024), as the Statutory Auditors of the Company for a period of five years till the conclusion of the 102^nd AGM of the Company to be held in the year 2022. As per the provisions of the Companies Act, 2013, the said appointment was subject to ratification at each subsequent AGMs of the Company every year. However, as per the Companies (Amendment) Act, 2017, the related provision has been omitted, effective from May 07, 2018. Hence, the item for ratification of appointment of Statutory Auditor, which otherwise would have been part of the Ordinary Business in the Notice of the AGM, has been omitted this time.

Cost Auditors

M/s BBS & Associates, Cost Accountants (Registration No.00273), were the Cost Auditors of the Company for the FY 2017-18. The Board of Directors at their meeting held on May 28, 2018, has approved the re-appointment of the said firm as the Cost Auditors of the Company for the FY 2018-19 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 2017-18.

Auditor''s Report and Secretarial Audit Report

The Auditor''s report and the Secretarial Audit Report does not contain any qualifications, reservations 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 Company has not advanced any loans/guarantees, under section 186 of the Act, during the year. The details of the loans/guarantees/investments of the Company is given as an Annexure to this Report.

13. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with the related parties falls under the scope of Section 188 (1) of the Act. Information on transactions with related parties pursuant to Section 134 (3) (h) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, are given as an Annexure in Form AOC-2 and the same forms part of this Report.

14. CORPORATE SOCIAL RESPONSIBILITY

15. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, the extract of the Annual Return is given as an Annexure in the prescribed Form MGT-9, which forms part of this Report.

17. PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration more than the prescribed levels as mentioned under Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the subsequent amendments thereto. 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 Directors¹
Mr.C.R.R. Varma*	1.11
Mr.R.Sasiprabhu @
Mr.K.R.N. Menon*	1.48
Mr.P.K. Sasidharan #	0.40
Vice Admiral Sushil Krishnan Nair (Retd.)*	0.94
Ms.Nina Nayar*	1.48
Shri. Avittam Thirunal Adithya Varma*	0.27
Whole-Time Directors
Mr.Rama Varma - Managing Director	39.48
Mr.Venkitraman Anand - Executive Director	49.23

#Retired from the Board of Directors w.e.f. September 30, 2017.

@ Resigned from the Board of Directors w.e.f. July 10, 2017

b) The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year:

Directors, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr.C.R.R. Varma²	-5.71%
Mr.R.Sasiprabhu*	-33.33%
Mr.K.R.N. Menon*	22.22%
Mr.P.K. Sasidharan*	-74.47%
Vice Admiral Sushil Krishnan Nair (I. N. Retd.)*	75%
Ms.Nina Nayar*	2.33%
Shri.Avittam Thirunal Adithya Varma#	N.A.
Mr.Rama Varma (Managing Director)	16.38%
Mr.Venkitraman Anand (Executive Director) $	34.57%
Mr.T.R.Radhakrishnan (Chief Financial Officer)@	35.94%
Mr.Neeraj R Varma (Company Secretary)@	67.09%

@The increase is due to the Variable Pay component as per the Policy of the Company and also due to the annual increments.

$ The increase is due to the Variable Pay component pertaining to the FY 2016-17, which was paid in the year under review, as per the Policy of the Company and due to the annual increments.

c) The percentage increase in the median remuneration of employees in the financial year: 28.93%

d) The number of permanent employees on the rolls of the Company as on March 31, 2018: 770.

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 was 23.25%. Increase in the managerial remuneration for the year was 30.83% (the said increase is due to the Variable Pay component based on the Policy).

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

g) The top 10 employees of the Company in terms of the remuneration drawn during the year 2017-18 are enclosed as Annexure to this Report.

17. DEPOSITS FROM PUBLIC

As reported last year, the Company has stopped accepting/renewing Fixed Deposits and has repaid all the Fixed Deposits as on March 31, 2015. The unclaimed interest amounts relating to the earlier Fixed Deposits are lying in the Interest Warrant Bank Account of the Company and is being transferred to the Investors'' Education and Protection Fund ("IEPF") as and when it is due to be transferred, pursuant to the provisions of the Act.

18. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

Our representative based at Netherlands over the past six 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 Companies'' Executives along with our representative in Europe have participated/attended various exhibitions/trade fairs.

(b) Total foreign exchange used and earned

During the year under review, the Company''s foreign exchange earnings amounted to Rs.12,623 lacs compared to Rs.10,915 lacs in the previous year. The total outgo of foreign exchange amounted to Rs.42 lacs as against Rs.68 lacs in the previous year.

19. BUY-BACK

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

There has also been no change in the share capital of the Company during the FY 2017-18.

20. 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.

21. SIGNIFICANT AND MATERIAL ORDERS

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

22. ENTERPRISE RISK MANAGEMENT

23. MENTORSHIP AND SUCCESSION PLANNING POLICY

24. 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 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.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank our customers, shareholders, suppliers, bankers, business partners/associates, 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

VENKITRAMAN ANAND RAMA VARMA

Kochi, Executive Director Managing Director

May 28, 2018. DIN 07446834 DIN00031890

Mar 31, 2016

To the members,

We are pleased to present the Report on our business and operations for the year ended 31st March, 2016.

1. RESULTS OF OUR OPERATIONS

SI.	Particulars	2015-16	2014-15
No.		Rs. In Lakhs	Rs. In Lakhs
1.	Revenue from Operations	23,786	22,253
2.	Other Income	440	452
3.	Expenses	23,004	22,245
4.	Profit Before Tax (1 2-3)	1,222	460
5.	Tax Expense	454	40
6.	Profit for the year (4-5)	768	420
7.	Surplus - Opening Balance	442	412
8.	Depreciation on transition to Schedule II of the Companies Act 201C	Nil	21
9.	Appropriations:
10.	Dividend
	Interim	195	-
	Final (Proposed if any)	-	141
	Total	195	141
11.	Dividend Tax	39	28
12.	Transfer to General Reserve	500	200
13.	Surplus - Closing balance (6 7-8-10-11-12)	476	442
14.	Reserves: The position of Reserves as on 31st March, 2016 will then be:
15.	General Reserve	9,700	9,200
16.	Surplus in Statement of Profit and Loss	476	442
17.	Hedging Reserve	127	70
	TOTAL (15 16 17)	10,303	9,712
	EPS	9.82	5.37

2. LISTING STATUS

Based on the decision taken by the Board of Directors at their meetings held on 06th February, 2015 and 12th August, 2015, the Company has applied to National Stock Exchange of India Limited (âNSEâ) on 03rd February, 2016 to get the 78,18,288 equity shares of the Company listed. Presently, the listing application filed by the Company is under process at NSE.

3. CORPORATE GOVERNANCE.

The Corporate Governance at Aspinwall is a value-based framework to manage our Company affairs in a fair and transparent manner. As a responsible corporate citizen we use this framework in all our affairs and employ democratic and open processes in all the activities/transactions of the Company. The report on Corporate Governance forms part of this Annual Report.

4. MANAGEMENT DISCUSSION & ANALYSIS (M.D.&A.)

This report includes M.D.&A as appropriate so that duplication and overlapping between Boardâs Report and the entire material is provided in a composite and comprehensive document.

5. BUSINESS PORTFOLIOS AND PERFORMANCE:

Our Company is a multi-line business organization and is engaged in Coffee processing and trading, Rubber plantations, Manufacture and trading of Natural fibre products and Logistics.

Coffee Division:

Coffee exports from India grew by 12.36% and stood at 3.18 Lakhs MT against the 2.83 Lakhs MT for the previous year. Global coffee consumption is increasing steadily and it stood at 91.26 lakhs MT compared to previous yearâs 90.18 lakhs MT.

The Coffee division has been consistently contributing to the Companyâs profit for the past 7-8 years.

In spite of the Coffee prices being lower than that of the previous year, the division achieved a turnover of Rs.10556 lakhs. The division reported a Gross Profit of Rs.1231 lakhs in a very volatile market. It is worth mentioning here that the export incentives for the year under review was lower by 2% than the preceding year.

We have promoted about 14 large size farmers under the Nespresso AAA Coffee Sustainability Programme and all efforts are being made to increase the number of farms in the Sustainability Programme.

We have, also, entered into a business agreement with Ecom Gill (ECOM GILL is a leading global commodity merchant and sustainable supply chain management company) for procurement of AAA certified Arabica Cherry coffee for Monsooning and supply to Nespresso.

Aspinwall leads the awards tally as âBest Speciality Coffee Exporterâ by winning the award nine times consecutively.

Rubber Division:

The rubber plantation sector in all producing countries is passing through the worst crisis in its history with prices nose-diving to one of the lowest in the last six years. The economic crisis in China, coupled with the crash in crude oil prices and the consequent decreasing prices of Synthetic Rubber has made a dampening impact on the demand and price of Natural Rubber.

Indiaâs Natural Rubber production in 2015-16 has dropped by 13%. Our plantation harvested a crop of 877250 Kgs against a budget of 950000 Kgs, showing a deficit of 7.7 %. The main reason for this drop in production was the 18 days of state-wide labour strike.

Plantation labour wages have been revised by 20% with effect from July, 2015. Though the final government notification is awaited, provision has been made in the book of accounts for the current year covering all aspects of the wage increase. The total provision is a sizeable amount of Rs 117 lakhs, resulting in an enhancement of Cost of Production (âCOPâ), which otherwise has been largely within limits.

The low prices, increase in COP due to wage hike and loss of crop due to strike have resulted in an operational loss for the current year.

On the sales and marketing fronts, Aspinwall has made good strides by developing new customers, getting premium over market prices and by achieving high customer satisfaction. The strategy of selling latex in tanker lorries has helped in bringing down the packing cost for this grade.

Aspinwall has bagged the State Pollution Control Award (3^rd prize) in the category of medium scale industries.

The price situation is likely to be better in the FY 2016-17, in view of the expected drop in production in the major rubber producing countries. To combat price volatility and to ensure sustainability, the division is aiming at improving labour productivity, mechanization of field operations, better revenue from contract tapping and better sales realization through superior quality and services.

Natural Fibre Division:

During the year under review, the exports of Coir and Coir Products from India have shown an increase of 17% in terms of quantity and 10% in terms of value. The major increase shown is for Coir Pith mainly from Tamil Nadu which is 29% in quantity and 46% in value. Most of the other products including coir mats and mattingâs, curled coir, coir rope etc have shown a reduction or no growth.

There is an increase in exports turnover for the division this year, but the drop in the domestic sales made a net reduction to the tune of Rs. 50 lakhs in the overall turnover. With a reduction in the operating as well as overheads expenses and also with strict cost control methods initiated, the division has improved its bottom-line and achieved a net profit of Rs. 40 lakhs.

During the year, the division has exported 80% of its production from the Pollachi Unit, compared to 70% during the previous year. The value of the PVC tufted mats exported comes to 65% of the total exports compared to 45% for the previous year.

Logistics Division:

The Company has handled a variety of new products this year like Coal, Pet coke, Gypsum, Boulders, Soda Ash, Sulphur, MRPL Pet coke by rakes; as opposed to only fertilizers, coal, food grains and containers being handled in previous years. The performance for the year was far better than previous years showing around * 50% improvement in Gross Profit.

The Department of Fertilizers, Government of India has made it mandatory to coat Urea with âneem oilâ before sales and hence we have installed 3 urea neem coating unit at our various godowns.

The demand for fertilizers was very poor due to various reasons which resulted in slow movement of cargo from the warehouses. This in turn helped our Company to generate additional income in warehousing charges.

The proposed rise in Port Labour wages, Godown rents and increase in Railway Siding charges may affect the profitability of the division for the year 2016-17.

The Ministry of Shipping, Government of India has introduced the New Stevedoring Policy which is to be effective from June 2016, and hence the Port has to charge Royalty on cargo for Stevedoring work (Profit sharing basis), which will further affect the profitability of the Division.

We have been able to turn around the performance of Mumbai, Chennai and Trivandrum in the FY 2015-16. Your Company has inducted fresh talents and is confidant of turning round the rest of the forwarding branches during the fiscal 2016-17.

6. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company has established good internal control systems in all its functions. The senior management regularly reviews the control systems and makes necessary corrections wherever required. M/s Suri & Co., Chartered Accountants, the Companyâs Internal Auditors for the financial year 2015-16 have done periodical inspection of all locations and submitted reports on the control systems, procedures, etc. Positive remedial actions have been initiated on these reports.

7. PERFORMANCE OF THE COMPANY :

The Profit before tax for 2015-16 is Rs.1,222 lakhs as compared to Rs.460 lakhs for the previous year. The total revenue from operations at Rs.23,786 lakhs was up by 7% from that of the previous year.

Your Directors propose to transfer an amount of Rs.500 lacs to the General Reserve Account out of the profits available for appropriation, which is in accordance with the provisions of Companies Act, 2013.

8. DEVELOPMENTS IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Harmonious, cordial and healthy industrial relations prevailed throughout the year. In order to contribute towards the growth of the Company and to meet the rapidly changing business environment and to communicate and direct the employees towards a performance oriented culture, we had introduced Variable Pay from the year 2014-15, which is being computed based on the performance of the employee and Branch/Division in which he/she is part.

This has helped the Company to improve team work while at the same time creating a competitive spirit amongst the employees. This has also helped us to identify the performers and eliminate inefficiencies from the system.

The total personnel strength of the Company as on March 31, 2016 was 753.

9. WHOLLY-OWNED SUBSIDIARIES:

9.1 Aspinwall Technologies Ltd

The main activities of this Company are the development and trading of business automation systems and programmes in software for Aspinwall and Company Limited and its subsidiaries.

9.2 Malabar Coast Marine Services Pvt. Ltd.

The main activities of this Company are stevedoring and freight forwarding. Stevedoring is carried out mainly in the port of Mormugoa (Goa). Freight forwarding is carried out in locations like Goa, Vizag, Hyderabad, Bangalore and Mangalore.

9.3 Aspinwall Geotech Ltd. ''

Aspinwall Geotech Limited was formed for carrying on the business of Geotextiles. However, a major fire accident in 2002 damaged critical machinery and since then no commercial activity has been possible.

9.4 SFS Pharma Logistics Private Limited

SFS Pharma Logistics Private Limited, is engaged in the business of logistics assistance in India and abroad relating to clinical trial shipments, pharma products, and other temperature sensitive cargo. SFS Pharma was outsourcing its entire requirements during the initial years, as the Company wanted to understand and evaluate the market potential.

The operations are active with more domestic cold chain cargo movements. Based on our experience in the past couple of years, we find huge markets in Life Science Logistics, both in domestic and international arena. The management has now decided to invest in the necessary infrastructure to scale up the operations and take it to the next level.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129 (3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure -1 to the Boardâs Report. These documents will also be available for inspection during business hours at our registered office in Kochi, India.

10. APPROPRIATIONS

10.1 Dividend

The Board of Directors at their meeting held on 16^th March, 2016, has declared an Interim Dividend of Rs.2.50 per equity share, amounting to Rs.1,95,45,720/-. The record date was fixed at March 16, 2016, for the purpose of Interim Dividend 2016.

10.2 Particulars of loans, guarantees and investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, form part of the notes to the financial statements provided in this Annual Report.

10.3 Transfer to Reserves

We propose to transfer Rs.500 lacs to the General Reserve. An amount of Rs.476 lacs is proposed to be retained in the surplus.

10.4 Fixed Deposits

As reported last year, the Company has stopped accepting/renewing Fixed Deposits and has repaid all the fixed deposits as on 31^st March, 2015. The unclaimed interest amounts relating to the earlier Fixed Deposits are lying in the Interest Warrant Account of the Company and is being transferred to Investorsâ Education and Protection Fund (âIEPFâ) as and when it is due to be transferred, pursuant to the provisions of the Companies Act.

10.5 Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013, in Form AOC-2, is appended as Annexure - 5 to the Boardâs Report. The complete related party transactions pursuant to the Accounting Standard - 18 are shown in the financial statements.

10.6 Material changes and commitments affecting financial position between the end of the financial year and date of report

There have been no material changes and commitments affecting financial position of the Company between the end of the financial year and date of report.

11. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION:

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to your Company.

12. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

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

The Managing Director and Senior Managerial personnel of the Company undertook business tours to Far East, Europe and US for meeting customers and canvassing business.

(b) Total foreign exchange used and earned

During the year under review, the Companyâs foreign exchange earnings amounted to Rs. 10,894 lacs compared to Rs. 11,447 lacs in the previous year. The total outgo of foreign exchange amounted to Rs.22 lacs as against Rs.38 lacs in the previous year.

13. PARTICULARS OF EMPLOYEES:

A statement containing the names of employees employed throughout the financial year and in receipt of remuneration of Rs.60 lakh or more, or employed for part of the year and in receipt of Rs.5 lakh or more a month, under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended at Annexure - 2.

14. DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, the directors hereby confirm that:

(a) In preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed.

(b) The Directors 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 affairs of the Company at the end of the financial year and of the profit of the Company for that period.

(c) The Directors have taken proper and sufficient care towards 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.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

15. BUY-BACK:

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

There has also been no change in the share capital of the Company during 2015-16.

16. DIRECTORS:

As per the Articles of Association and the provisions of the Companies Act, 2013, Mr.Rama Varma, retire by rotation in the ensuing Annual General Meeting and being eligible, seek re-appointment.

Further, the Company has received necessary declarations from each Independent Director under Section 149 (7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in the Section 149 (6) of the said Act.

17. AUDITORS:

Statutory Auditors

At the AGM held on August 11, 2014, Deioitte Haskins & Sells, Chartered Accountants, were appointed as the Statutory Auditors of the company to hold office till the conclusion of the AGM to be held in the calender year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of auditors shall be placed for ratification at every AGM. Accordingly, the appointment of Deioitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard, the company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Cost Auditors ''

The Board of Directors at their meeting held on 26^th May, 2016, have approved the appointment of M/s BBS and Associates, Cost Accountants, as the Cost Auditors of the Company for the financial year 2016-17 and also fixed the audit fee payable to them. As per the provisions of Section 148 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. The Board recommends the agreed audit fees payable to the cost auditors.

18. 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 Companyâs operations in future.

19. EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure - 4 to the Boardâs Report.

20. CORPORATE SOCIAL RESPONSIBILITY

As per the Companies Act, 2013, all companies having net-worth of Rs.500 Crore or more, or turnover of Rs.1000 Crore or more ora net profit of Rs.5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) committee of the Board of Directors comprising three or more directors, out of which at least one of whom shall be an independent director and such Company shall spend at least 2% of the average net profits of the Companyâs three immediately preceding financial years. Accordingly, we spent Rs.16.50 lacs towards our CSR activities during the year under review.

Our CSR Committee comprises Rama Varma (Chairman), Vice Admiral Sushil Krishnan Nair (I.N. Retd.), K.R.N.Menon and RK.Sasidharan. The Committee is responsible for formulating and monitoring the CSR policy of the Company.

The Committee had formulated a comprehensive CSR policy taking into consideration various requirements under the Companies Act, 2013, and its Rules. The budget for the CSR spend shall be recommended by the Committee which shall be kept before the Board for approval. The Policy includes the list of areas of activities to be undertaken for CSR, which is in consonance with the Schedule VII of the Companies Act, 2013. The Company has displayed the CSR Policy in the website of the Company namely www.aspinwall.in.

The annual report on our CSR activities is appended as Annexure - 3 to the Boardâs Report.

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 categorized under Strategic, Operational, Financial, Compliance and Project headings.

22. MENTORSHIP AND SUCCESSION PLANNING POLICY

The Board of Directors have 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. NOMINATION AND REMUNERATION POLICY

The Board has also formulated a Nomination and Remuneration Policy with the objective of reviewing the structure, size and composition of the Board annually, assessing the independence of independent directors, recommending policies from time to time relating to the remuneration for Directors, KMPs and other employees as may be referred and other recommendations related to the matter.

24. VIGIL MECHANISM/WHISTLE-BLOWER POLICY

Vigil Mechanism is created pursuant to the provisions of Section 177 of Companies Act, 2013, which is an instrument, through which, genuine complaints regarding the Company can be reported by both the 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 victimization of persons who use Vigil Mechanism to make a direct access to the Chairman of the Audit Committee is provided.

25. HR POLICY AGAINST SEXUAL HARASSMENT

Company had formulated a Human Resource Policy which comprises stringent measures against the employees committing Sexual Harassment to the fellow colleagues.

26. KEY MANAGERIAL PERSONNEL - COMPANY SECRETARY

Mr.Neeraj R Varma, holding membership no.A29030 from the Institute of Company Secretaries of India (âICSIâ), was appointed as the Secretary of the Company with effect from 15^th June, 2015, and is a part of Key Managerial Personnel of the Company along with Mr.Rama Varma, Managing Director, Mr.Venkitraman Anand, Chief Executive Officer and Mr.T.R.Radhakrishnan, Chief Financial Officer, pursuant to the provisions of the Companies Act, 2013.

ACKNOWLEDGEMENTS

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

By Order of the Board

Kochi

26^th May, 2016. Sd/- Sd/-

C. R. R. VARMA RAMA VARMA

Director Managing Director

DIN 00031924 DIN 00031890

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