We are pleased to present the Report on our business and operations for the year ended March 31, 2026.

1. Results of our operations

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 Auditor’s Certificate thereon.

3. Management Discussion and Analysis (M.D.& A)

Pursuant to the Listing Regulations 2015, a composite and comprehensive report on Management Discussion and Analysis is part of 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 fibre products and mattresses. Below, we present an overview of our various portfolios along with performance details for the fiscal year 2025-26:

Coffee Division

Division turnover improved due to enhanced selling prices, though Net Profit decreased. Margins were squeezed by soaring domestic procurement costs, international price volatility, rising finance costs, and the withdrawal of export credit interest subventions, though mitigated slightly by favorable exchange realizations. During this season, the domestic prices of coffees had gone up substantially which has led to higher procurement costs of coffees. But the international market prices were volatile without corresponding enhancement in the selling prices. The overheads, especially finance costs had also gone up due to higher utilization of finance for procurement of coffees at higher prices. The interest subvention which was available to the export finance had also taken away leading to higher cost of interest on export credit. This has resulted in reduction in Net Profit for the current financial year. However, better exchange realizations had mitigated the reduction in margins to some extent. As mentioned, due to enhanced selling prices, the turnover from the division had improved for the current financial year compared to the previous year. Achieved 100% EUDR compliance by mapping a comprehensive estate polygon database. The Division expanded the Rainforest Alliance certification program to cover 101 planters across 1,838 certified acres. Domestic supply dynamics (growers converting cherry coffee to parchment and holding stock) and volatile international terminal markets have pressured margins. However, a strong opening order book position provides a stable foundation for the upcoming season.

Natural Fibre Division

The Division’s profitability and margins were severely eroded due to a significant decline in domestic Indian mattress sales and forced price reductions for US customers navigating a newly implemented 50% US import tariff. Successfully completed trial runs for the second tufting line, making it production-ready. Infrastructure upgrades at the Pollachi factory remain on track for completion in Q1 FY 26-27. The outlook for FY 26-27 is promising with strong Q1 orders in hand and domestic sales initiatives launching in Q2. However, continued geopolitical conflict in the Middle East poses a risk of inflating raw material, packaging, and logistics costs

Logistics Division

The Mangalore Shipping Division delivered excellent operational growth in cargo handling, primarily driven by core fertilizer cargo. Successfully commissioned two additional Bagging Plants to enhance vessel evacuation and turnaround efficiency. Cochin branch recorded steady growth in break-bulk cargo and container/air import clearances, with over half of the branch revenue generated from break-bulk handling and warehousing. Bangalore branch saw notable volume increases in Import Freight Forwarding (Air) and Customs clearance despite tight margins from heavy competition. Mumbai posted a significantly improved year-on-year performance. Trivandrum sustained revenue via perishable air exports while preparing statutory licenses for expansion ahead of the Vizhinjam Port terminal EXIM operations. Delhi focused on ramping up marketing and operations. The performance of Tuticorin was lower, mainly due to the absence of maize cargo. During the previous year, the Branch had handled maize cargo, which had contributed significantly to the location’s performance. Chennai Logistics Branch also performed well as compared to the previous year.

The EXIM freight forwarding environment remains highly volatile due to Middle East conflicts and Red Sea disruptions, causing sharp hikes in freight rates, container shortages, and premium war risk insurance. The division is proactively managing schedules and routing to mitigate these pressures.

Plantation Division

The Division registered a remarkable operational profit, achieving a superior yield of 1,316 kg per hectare. Profitability was driven by an incremental crop, firm market prices, premium brand positioning, high-average realizations from its Customers and supplementary income from timber and Bought Latex Operations. Long-term strategies to extend tree lifespans from 25 to 32 years are delivering positive initial results. Operational cost optimizations—including

the use of contract labour in tapping and banana intercropped areas—yielded substantial savings in overheads.

The Division foresee favorable outlook for FY 2026-27, with expectations of a better crop and sustained strong pricing driven by a growing demand-supply gap and high synthetic rubber prices tied to global oil disruptions.

Aspinwall House

The Company’s registered office comprises six floors, of which two are retained for its own use while the remaining four are leased out primarily on a revenue-sharing basis. Furthermore, the Company is actively working to optimize the use of its facilities to enhance revenue generation.

5. Wholly-owned Subsidiaries

The Company has four wholly-owned subsidiaries as on March 31, 2026. 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.

As on March 31, 2026, 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:

5.1 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 2025-26, the Company reported a Profit Before Tax of Rs.28 lacs, as compared to Rs. 16 lacs in the previous fiscal year 2024-25. The majority of the Company’s revenue is derived from investments, as operational income has significantly decreased over the past few years.

5.2 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 2025-26, the company reported a Profit Before Tax of Rs. 17 lacs, primarily derived from investment income, in contrast to a profit of Rs. 16 lacs recorded in the previous fiscal year 2024-25.

5.3 SFS Pharma Logistics Private Limited

The company performed very-well in progressive way for the last eight years which is very encouraging and the same motivates the entire team to do much better in upcoming years. The company is very sure that positive biz momentum will continue for FY 2026-27 too. Because, company has a good client base in domestic as well as in global market & will try to add more customers in this new FY by upgrading their services as per market standard.

With reference to the above context, the company has a plan to further invest in Infrastructure/Manpower/ Technology/Pkg. etc & likewise there is a plan to add/shift current Mumbai office to a bigger premise (Office cum warehouse) as soon as possible to accommodate more employees and to further strengthen its capability & services.

5.4 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 Company’s 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 non-current assets were disposed off, and major liabilities were settled within the previous year.

6. 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 2025-26, M/s. BDO India Services Private Limited, Chartered Accountants, were appointed to conduct the internal audit of the Company’s 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 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.

7. Performance of the Company

The revenue from operations for the FY 2025-26 was Rs.40,678 lacs which was higher in comparison to the previous year’s figure of Rs.32,771 lacs. EBITDA (before exceptional items) was Rs.1,564 lacs during the FY 2025-26 as compared to the EBITDA (before exceptional items) of Rs.1,772 lacs in the FY 2024-25. During the year, the total comprehensive income was Rs.1,271 lacs as against Rs.1,395 lacs for the last year.

Transfer to Reserves

The Company proposes to transfer an amount of Rs.10,00,00,000/- (Rupees Ten 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 2025-26 as compared to Rs. 6.50/- per equity share during the previous year.

8. Developments in Human Resources and Industrial Relations

During the year, the HR Department focused on strengthening employee engagement, improving HR systems and processes, and enhancing overall operational efficiency.

HR successfully developed and implemented an internal online Performance Appraisal Portal for conducting annual appraisals with KRAs and KPIs. The appraisal process for the current year is being carried out through the portal, resulting in improved transparency, reduced paperwork, and better tracking of employee performance.

The Company conducted employee interaction sessions across various locations to improve communication, understand employee concerns, and strengthen employee engagement. The recruitment process was reviewed and streamlined to improve efficiency and ensure timely hiring for various positions. For FY 2026-27, the Company will continue focusing on process improvement, compliance, and employee development. Implementation of salary restructuring and statutory changes related to Wage Code, wherever applicable.

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, 2026 was 704 compared to 712 in the previous year.

9. Directors’ Responsibility Statement

Pursuant to the Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. Directors and Key Managerial Personnel

Changes in Directors

During the FY 2025-26, Mr.Thalasseril Raghavankutty Radhakrishnan (DIN: 00086627), Executive Director & CFO was re-appointed effective from May 17, 2025. Mr.Krishnaswamy Srinivasan (DIN: 00088424) was re-appointed as Independent Director effective from October 01, 2025 for another period of five years.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (“KMP”) of the Company as at the end of the FY 2025-26 are - Mr.Rama Varma, Managing Director, Mr.Thalasseril Raghavankutty Radhakrishnan, Executive Director & CFO and Mr.Neeraj R Varma, Company Secretary.

The Independent Directors of the Company have submitted a Declaration under Section 149 (7) of the Act, declaring that they meet the criteria of independence under the said Act.

Number of meetings of the Board

Five meetings of the Board of Directors were held during the year. For details of the meetings of the Board, including the attendance details, please refer to the Corporate Governance Report, which forms part of this report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI (LODR) Regulations, 2015 and based on the Guidance Note on Board Evaluation issued by SEBI. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of the independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into the views of the Managing Director and Non-Executive Director. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Policy on Directors’ appointment and remuneration and other details

The brief description of the Company’s policy on Director’s 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 2025-26. The Board of Directors at their meeting held on May 27, 2026, has approved the re-appointment of the said firm as the Cost Auditors of the Company for the FY 2026-27 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 Gopi Mohan Satheeshan & Associates LLP, Company Secretaries (Firm Registration number: L2018KE014800), were appointed as the Secretarial Auditors of the Company from the FY 2025-26 till FY 2029-30.

Auditor’s Report and Secretarial Audit Report

The Auditor’s 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 number: 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, 2026 is available on the Company’s website on https://www.aspinwall.in/investors-new/.

15. Particulars of Employees

The details required to be provided under Section 197 of the Act 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:

*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.

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

*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.

c) The percentage increase in the median remuneration of employees in the financial year: 7.04%

d) The number of permanent employees on the rolls of the Company as on March 31, 2026: 704.

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 3.18%. Increase in the remuneration of managerial personnel for the year was 13.37%.

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 2025-26.

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 Company’s 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 Company’s customer base in the region. Additionally, during the year, the top management participated in various exhibitions and trade fairs held across European countries and Far East nations.

(b) Total foreign exchange used and earned

During the year under review, the Company’s foreign exchange earnings amounted to Rs.13,722 lacs compared to Rs. 11,019 lacs in the previous year. The total outgo of foreign exchange amounted to Rs.38 lacs as against Rs.23 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 2025-26.

19. Conservation of Energy, Research and Development, Technology absorption

The relevant particulars as prescribed under Section 134 (3) (m) of the Act, read with the Companies (Accounts) Rules, 2014, are given below:

The Company continuously strives to optimize energy consumption across all its manufacturing units, processing plants, and plantation. The Company has successfully installed and commissioned solar power plants at its Mangalore Coffee factory and the Rubber Plantation Factory at Pullangode and Trivandrum Kerala. These installations significantly reduce the Company’s reliance on the conventional power grid, lower its overall carbon footprint, and reinforce its commitment to integrating renewable energy into its core processing operations.

The Company’s operations are largely based on well-established indigenous technologies. Continuous efforts are made to upgrade existing manufacturing and processing methodologies to enhance yield, improve product quality, and ensure compliance with environmental and safety standards.

The Company does not maintain a separate dedicated R&D facility. However, routine quality control, product testing, and process development activities are carried out regularly. The expenditure incurred on these activities is subsumed under regular operational heads and has not been accounted for separately.

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 Company’s 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 2025-26 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 Company’s 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 and the Corporate Governance Report with the Auditors’ Certificate thereon 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.