Your Directors are pleased to present the 109^th Annual Report of your Company together with the Audited Financial Statements for
the year ended March 31, 2025.

Financial Results

Operations

The income of your Company during the year under review
comprised of mainly income/revenue from trading activities,
investments, royalty and dividend from Joint Ventures.

Material changes and commitments affecting financial
position of the Company

There are no material changes and commitment affecting
financial position of your Company, which has occurred between
end of the financial year of your Company i.e. March 31, 2025
and the date of this Report.

Dividend

Your Directors have recommended a dividend @ H5.00/- (Previous
Year @ H5.00/-) per equity share of H10/- each for the year ended
March 31, 2025 subject to the approval of the shareholders at
the ensuing Annual General Meeting (AGM).

Transfer to Reserves

During the year under review, your Company has not transferred
any amount to the General Reserve and entire amount of profit
for the year forms part of the Retained Earnings.

Directors and Key Managerial Personnel

During the FY 2024-25, Mr. Mrigank Dhanuka (M.Dhanuka)
(DIN:00005666), the Vice-Chairman of the Company was re¬
designated from Non-Executive Director to Whole-Time Director
of the Company for a period of two years w.e.f May 01, 2024
based on the approval of the Board at its meeting held on
May 24, 2024, and of the shareholders at the 108^th AGM of
the Company. Later, vide a letter dated February 07, 2025, Mr.
M.Dhanuka has resigned from the post of Vice-Chairman in the
capacity of Whole-Time Director of the Company with immediate
effect due to his personal reason. Further, he has been appointed
as an Advisor to the Board of the Company at the Board Meeting
held on February 07, 2025.

Mrs. Bharati Dhanuka (B.Dhanuka) (DIN:02397650), was
appointed as an Additional Director of the Company in the
capacity of Non-Executive Director at the Board Meeting held on
February 07, 2025, subject to the approval of the shareholders.
The Company had obtained the said approval of the shareholders
by passing resolution through postal ballot on April 10, 2025
and accordingly, she was designated as a Non-Executive & Non¬
Independent Director of the Company w.e.f. April 10, 2025.

Mr. Rajiv Kumar Sharma (R.K.Sharma) (DIN:05197101) was
re-designated as the Non-Executive Director of the Company
w.e.f. April 01, 2024, based on the approval of the Board at its
meeting held on November 07, 2023 and his employment was
transferred to WOS of the Company, Dhunseri Poly Films Pvt.
Ltd., in view of his full time involvement in the WOS to manage
its business affairs efficiently.

Mr. Joginder Pal Kundra (J.P.Kundra) (DIN:00004228) and
Dr. Basudeb Sen (B.Sen) (DIN:00056861), ceased to be the
Independent Directors of the Company due to the completion
of their tenure of two consecutive terms of five years each at the
108^th AGM held on August 20, 2024.

Further, Prof. Ashoke Kumar Dutta (A.K.Dutta) (DIN:00045170)
and Mr. Bharat Bajoria (B.Bajoria) (DIN:00109241), were
appointed as the Additional Directors in the capacity of
Independent Directors at the Board Meeting held on May 24,
2024. The Board had considered their integrity, expertise and
experience for their appointment. Subsequently, they were
appointed as the Independent Directors of the Company by
passing special resolution at the 108^th AGM held on August 20,
2024 for a period of five years w.e.f. August 20, 2024.

Mr. R.K.Sharma (DIN:05197101) retires by rotation and being
eligible offers himself for re-appointment.

Declaration from Independent Directors on an Annual
Basis

Pursuant to the provisions of Section 149 of the Companies Act, 2013
('the Act') and Regulation 25(8) of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations,
2015, ("the Listing Regulations"), the Independent Directors have
given declarations that they meet the criteria of independence as
provided in Section 149(6) of the Act and Rules framed thereunder
and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.

The Independent Directors have also declared that they have
registered their name with the data bank maintained by the Indian
Institute of Corporate Affairs as required under the provisions
of Section 150 of the Act read with Rule 6(1) of Companies
(Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess
the requisite expertise and experience and are persons of high
integrity and repute. They fulfill the conditions specified in the
Act as well as the Rules made thereunder and are Independent
of the management.

Policy on Directors' Appointment and Remuneration

The policy of your Company on Directors' appointment and

remuneration, including the criteria for determining qualifications,
positive attributes, Independence of a Director and other matters,
as required under sub-section (3) of Section 178 of the Companies
Act, 2013, is available at our website at https://aspetindia.com/
wp-content/uploads/2014/10/TERMS-AND-CONDITIONS-OF-
APPOINTMENT-OF-INDEPENDENT-DIRECTOR1.pdf

We affirm that the remuneration paid to the Directors is as per the
terms laid out in the Nomination and Remuneration Policy of your
Company.

Directors' Responsibility Statement Pursuant to Section
134(5) of the Companies Act, 2013

Pursuant to the requirement under Section 134(5) of the
Companies Act, 2013, with respect to Directors' Responsibility
Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts, the
applicable accounting standards aligned with IND AS had
been followed along with proper explanation relating to
material departures, if any;

(b) That the Directors had selected such accounting policies
aligned as per IND AS and applied them consistently, made
judgements 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 FY and of the profit and loss of
the Company for that period;

(c) That the Directors had taken proper and sufficient care
for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting
fraud and other irregularities;

(d) That the Directors prepared the annual accounts on a going
concern basis;

(e) That the Directors, had laid down Internal FinancialControls
for the Company and that such Internal Financial Controls
are adequate and were operating effectively; and

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

Holding, Subsidiaries and Joint Ventures:

I. Holding Company:

Dhunseri Investments Ltd. continues to be the Holding
Company of your Company. During the year under
review, Dhunseri Investments Ltd and Naga Dhunseri
Group Limited (NDGL), the Promoter Group Companies
had entered into a inter-se Share Purchase/Share Sale
Agreement respectively, pursuant to which 30,78,759
shares (consisting of 8.79% of the total paid up share
capital of the Company) held by NDGL was bought by
Dhunseri Investments Ltd., resulting in an increase in
the holding from 56.44% to 65.23% of the equity share
capital of the Company as on March 31, 2025. There has
been no change in the shareholding of the Promoter and
Promoter Group due to the said inter-se transfer.

II. Subsidiary Companies:

A. Dhunseri Infrastructure Ltd. (DIL), Wholly-Owned
Subsidiary (WOS)

Dhunseri Infrastructure Ltd. (DIL) continues to be the
WOS of the Company. The Company is considering various
options towards utilisation of the Property. Further, steps
are being taken for the de-notification of the areas.

Your Board feels that once the area is de-notified, there
would be ample opportunities for utilising the land. Your
Board will take a decision as soon as the aforesaid changes
are made and finalise in the best interest of your Company.

B. Dhunseri Poly Films Pvt. Ltd. (DPFPL), Wholly-Owned
Subsidiary (WOS)

BOPET Manufacturing Plant of your Company's Wholly-
Owned Subsidiary, Dhunseri Poly Films Pvt. Ltd. (DPFPL) at
Panagarh, West Bengal is operating successfully catering
to the demand of the product in India with special focus
on Eastern India. DPFPL has started exporting its product
successfully, in many parts of the world including its
neighbouring countries. DPFPL focuses to continue to
grow its exports in the future.

DPFPL's project in Jammu is progressing as per the
plan, although there was some temporary disruption of
activities due to geo-political situation, however, now the

project activities have restarted. Management is targeting
to start its operation of first line of BOPP production
tentatively from the quarter of April-June 2026, while
second line is expected to start its operation from the first
quarter of FY 2027.

C. Twelve Cupcakes Pte. Ltd. (TCPL), Subsidiary

Your Company now holds 81.83% of the equity share capital
in Twelve Cupcakes Pte. Ltd. as on March 31, 2025.

During the Financial Year, Twelve Cupcakes Pte. Ltd (TCPL),
material unlisted subsidiary of the Company based in
Singapore on September 04, 2024 and as informed in the
Audit and Board Meeting of your Company held on May 24,
2023, converted the Debentures held by Mr. C.K.Dhanuka
and Mr. M.Dhanuka, @ SGD 100 each in the said subsidiary
Company into the Equity Shares of the said subsidiary
Company @SGD 1 each, as per the terms and conditions
of the issued Debentures. Consequently, the percentage of
shareholding of your Company in TCPL has been reduced by
6.86% i.e from 88.68% to 81.83%.

D. DVL USA INC., Wholly-Owned Subsidiary (Ceased as a
subsidiary w.e.f October 08, 2025)

DVL USA INC. incorporated in United States (U.S) for
exploration and expansion of the Cupcake Business in the
U.S. Market, has ceased to be subsidiary of your Company.

During the year, the Company entered into a Share
Purchase Agreement for the sale of 4,66,000 shares
(80.83% of the equity share capital) held by the Company
in DVL USA INC. to Dhunseri Overseas Private Limited
(DOPL), a Group Company at a total consideration of USD
4,660,000 (INR equivalent to approximately H39.74 Crores)
and retained the remaining 1,10,500 shares (19.17% of
the equity share capital) of DVL USA INC., as approved by
the Audit Committee and the Board of Directors at their
respective meetings held on October 08, 2024.

Further, after the execution of aforementioned
agreement, there has been an additional infusion of
funds by DOPL in DVL USA INC. due to which the holding
percentage of the Company in DVL USA INC. has been
reduced from 19.17% to 16.33 %.

III. Associate Companies:

A. IVL Dhunseri Petrochem Industries Pvt. Ltd.

Your Company continues to hold 50% of the equity share
capital in IVL Dhunseri Petrochem Industries Pvt. Ltd. and
the balance 50% stake is held by Indorama group.

B. IVL Dhunseri Polyester Company S.A.E.

Your Company continues to hold 50% stake in IVL Dhunseri
Polyester Company S.A.E and the balance 50% stake is
held by Indorama group.

Information about the Financial Performance/Financial
Position of the Subsidiaries, Associate or Joint Venture

A separate statement containing the salient features of Financial
Statements of all Subsidiaries, Associates or Joint Ventures of
your Company forms a part of Consolidated Financial Statements
in compliance with Section 129 and other applicable provisions,
if any, of the Companies Act, 2013. Shareholders desirous of
obtaining the report and accounts of your Company's subsidiaries
may obtain the same upon request. It is also available on the
website of your Company www.aspetindia.com. Members may
send an advance request at the e-mail id-investors@aspetindia.
com for an electronic inspection of the aforesaid documents.

As required under the Companies Act, 2013 and the Listing
Regulations, the Audited Consolidated Financial Statements
of your Company are also attached and forms part of your
Company's Annual Report.

Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings/Outgo

There are no particulars in regard to the conservation of energy,
technology absorption as prescribed under Section 134(3)(m) of
the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014.

The Foreign exchange outflow in the FY 2024-25 is H926.86
lakhs. Further, inflow in foreign exchange in the FY 2024-25 is
H4,818.39 lakhs.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013, the Annual Return as on March 31, 2025
is available on the Company's website at http://aspetindia.com/
stock-exchange-disclosure/annual-return/.

Corporate Social Responsibility (CSR)

Corporate Social Responsibility Committee was reconstituted on
August 12,2024 with Mr. C.K.Dhanuka, as the Chairperson, Prof.
A.K.Dutta and Mrs. A.Kanoria as the members.

The Corporate Social Responsibility Policy of your Company is
available on the Company's website at https://aspetindia.com/
wp-content/uploads/2024/06/FINAL-CSR-Policy.pdf .

Your Company carries out CSR activities through Dhanuka
Dhunseri Foundation (DDF) or any other implementing agency as
the CSR Committee and the Board decides.

The Annual Report on CSR activities in accordance with the
Companies (Corporate Social Responsibility Policy) Rules, 2014,
is attached as "Annexure-A" to this Report.

Details Relating to Remuneration to Directors, Key
Managerial Personnel and Employees

The information required under Section 197 of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is
attached as "Annexure-B" to this Report.

The statement containing names of top ten employees in terms
of remuneration drawn and the particulars of employees as
required under Section 197(12) of the Act read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this Report. Further, the Report and the
accounts are being sent to the Members excluding the aforesaid
Annexure. In terms of Section 136 of the Act, the said annexure
is open for inspection and any Member interested in obtaining
a copy of the same may write to the Company Secretary at
investors@aspetindia.com.

The financial statements of Dhunseri Poly Films Pvt. Ltd. and
Twelve Cupcakes Pte Ltd., material subsidiaries, are available on
the website of the Company.

M/s B S R & Co. LLP, Chartered Accountants (Registration No.
101248W/W-100022) were appointed as the Auditors of the
Company for a second term of five consecutive years from the
conclusion of 106^th Annual General Meeting till the conclusion of
111^th Annual General Meeting as approved by the Members of
the Company at the 106^th Annual General Meeting.

No frauds are reported by auditors under Section 143 (12) of the
Companies Act, 2013 in Auditor's Report.

The Auditors' Report for the FY 2024-25 does not contain any
qualification, reservation, adverse remark or disclaimer.

The Auditors' Report is enclosed with the financial statements in
this Annual Report.

Secretarial Auditors and Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, M/s Mamta Binani &
Associates, Practicing Company Secretaries were appointed as
the Secretarial Auditor of your Company for the FY 2024-25.

The Secretarial Audit Report issued by Mamta Binani & Associates,
Practicing Company Secretaries for the FY ended March 31, 2025
is attached as an "Annexure-C" to this Report.

The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.

Moreover, pursuant to the provisions of Section 204 and other
applicable provisions of the Companies Act, 2013, if any, read
with Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, and Regulation 24A and
other applicable provisions of the Listing Regulations, the Audit
Committee and Board of Directors at its meeting held on May 20,
2025 has recommended the appointment of M/s Mamta Binani &
Associates, Practicing Company Secretaries (firm registration no.
P2016WB060900), as the Secretarial Auditor of the Company for
a term of five consecutive years commencing from the conclusion
of the 109^th Annual General Meeting till the conclusion of the
114^th Annual General Meeting (i.e., for the period commencing
from April 01, 2025 till March 31, 2030).

The provisions of Cost Audit and Records as prescribed under
Section 148 of the Companies Act, 2013, is not applicable to your
Company.

Dividend Distribution Policy

The Board of Directors of your Company has adopted the Dividend
Distribution Policy as required by Regulation 43A of the Listing
Regulations and is available at our website https://aspetindia.com/
wp-content/uploads/2022/06/Dividend-Distribution-Policy-1.pdf.

Business Responsibility and Sustainability Report

Your Company has prepared the Business Responsibility and
Sustainability Report (BRSR) describing the initiatives taken
by the Board from an Environmental, Social, Governance and
Sustainability perspective.

The said BRSR is forming part of the Annual Report and is attached as
an "Annexure-E" to this Report and is also uploaded on the website
of the Company at https://aspetindia.com/investors/report-review/

Adequacy of Internal Financial Controls with reference to
Financial Statements

Your Company has in place adequate internal financial controls
as required u/s 134(5)(e) of the Companies Act, 2013. Your
Company has adopted policies and procedures for ensuring
the orderly and efficient conduct of its business, including
adherence to Company's policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records and the timely
preparation of reliable financial disclosures. During the year, such
controls were tested with reference to Financial Statements and
no material weakness in the design or operation was observed.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in
note no. 7 of the Standalone Financial Statements.

Risk Management

Your Company has reconstituted the Risk Management
Committee at its Board meeting held on August 12, 2024,
comprising of Mr. R.K.Sharma, Chairperson, Prof. A.K.Dutta and
Mr. B. Bajoria, as the members.

Your Company has established a Risk Management Policy as
approved by the Board, including identification therein of
elements of risk, if any, which in the opinion of the Board may
threaten the existence of the Company. The major mechanisms
of risk management are the Monitoring of Statutory, Legal,
Investment Compliances and the Internal Audit.

Related Party Transactions

All the contracts/arrangements/transactions entered by your
Company during the financial year with related parties were in
the ordinary course of business and on an arm's length basis,
details of which are provided in the notes to Accounts.

None of the transactions with any of the related parties was in
conflict with the Company's interest. Further, omnibus approval
is obtained on an yearly basis for transactions which are repetitive
in nature.

Particulars of Material Contracts/arrangements/transactions at
arm's length basis as on March 31, 2025 with Related parties
during the year pursuant to the provisions of Section 134 (3)(h)
of the Companies Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in "Annexure - D" in form AOC - 2 and the
same forms part of this Report.

Your Company has also formulated a policy on dealing with the
Related Party Transactions and necessary approval of the Audit
Committee and the Board of Directors were taken wherever
required in accordance with the Policy.

Annual evaluation of the performance of the Board, its
Committees and Individual Directors

The Independent Directors of your Company had reviewed the
performance of Non-Independent Directors and the Board as
a whole along with the performance of the Chairman of your
Company at its meeting held on March 20, 2025.

The Independent Directors well appreciated the functioning of
the Board of Directors as well as the Committees of the Board.
They were also highly satisfied with the leadership role played by
the Chairman. The Board of Directors works as a team and there
are detailed discussions at the meetings on various agenda items.
The Board is a well-diversified team consisting of persons having
expertise in the fields of Corporate & Strategic Advisory, Finance,

Law as well as professionals and industrialist. The Board through
its Committees i.e, Audit Committee, Stakeholders Relationship
Committee, Nomination and Remuneration Committee is in a
position to have its overall supervision at all these key areas.
All the Directors participate effectively without any restraint to
express their views.

The Board of Directors at its meeting held on May 20, 2025 had
evaluated the performance of the Independent Directors based
on a list of evaluation criteria for performance evaluation. The
effectiveness of the Board was discussed and evaluated based on
the evaluation criteria as well as the performance evaluation of
the Board Committees was also conducted at the same meeting.

The evaluation process focused on various aspects of the
functioning of the Board and Committees such as composition
of the Board and Committees, experience and competencies,
performance of specific duties and obligations, governance
issues, etc. The guidance note issued by SEBI on Board Evaluation
was duly considered while conducting the evaluation exercise.
Separate exercise was carried out to evaluate the performance
of Individual Directors on parameters such as qualifications,
experience, availability and attendance, constructive
contribution, knowledge and competency etc.

As an outcome of the above exercise, it was noted that the Board
as a whole is functioning as a cohesive body, which is well engaged
with different perspectives and is believed that it is the collective
effectiveness of the Board that impacts Company's performance.
The Board Members from different backgrounds bring about
different complementarities that help Board discussions to be
rich and value adding. It was also noted that the Committees are
functioning well and besides the Committee's terms of reference
as mandated by law, important issues are brought up and
discussed in the Committee Meetings.

Corporate Governance, Management Discussion and
Analysis Reports

Your Company has taken adequate steps to adhere to all the
stipulations laid down in Regulation 34(3) and Schedule V of
the Listing Regulations. A report on Corporate Governance and
Management Discussion and Analysis Report is included as a part
of this Report.

Certificate from the Secretarial Auditors of your Company
confirming the compliance with the conditions of Corporate
Governance as stipulated under the Listing Regulations forms
part of the Annual Report.

The details of Board Meetings, details of Audit Committee,
Stakeholders Relationship Committee, Nomination and
Remuneration Committee and Risk Management Committee
held during the FY 2024-25, Nomination and Remuneration
policy and Vigil Mechanism/Whistle Blower Policy are covered in
the Corporate Governance Report.

Environment, Health and Safety

Environment, Health and Safety are of great importance to
your Company. Your Company continuously strives to ensure
environment sustainable practices and provides a safe and
healthy workplace for its employees.

Prevention of Sexual Harassment at Workplace

As per the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013
("POSH Act") and Rules made thereunder, your Company has an
Internal Complaints Committee to address complaints pertaining
to sexual harassment in the workplace. There were neither any
outstanding complaints in the beginning / end of the year nor any
complaints were received and /or disposed off during FY 2024¬
25. The Committee met once during the Financial Year.

Credit Rating by Infomerics Valuation and Rating Pvt. Ltd.

A Credit rating of IVR A1 (lVR A One Plus) to Short Term Bank
facilities of the Company was assigned by Infomerics Valuation
and Rating Pvt. Ltd. and this rating continues to remain valid.

Compliance with Secretarial Standards

Your Company is in compliance with the relevant provisions of
the Secretarial Standards issued by The Institute of Company
Secretaries of India and approved by the Central Government.

General

Your Directors state that no disclosure or reporting is required
in respect of the following items as there were no transactions in
regard to the under-mentioned items during the year under review:

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

(b) Issue of sweat equity shares to employees of the Company/
Issue of Employees Stock Option Scheme.

The Company has not accepted any deposit from the public
and as such, no amount on account of principal or interest on
deposits from the public was outstanding as on the date of the
balance sheet.

There is no change in the nature of business of your Company
and no significant material order was passed by the Regulators or
Courts or Tribunals which would impact the going concern status
of your Company and its future operations.

During the year under review, there were no proceedings that
were filed by your Company or against your Company, which
are pending under the Insolvency and Bankruptcy Code, 2016
as amended, before National Company Law Tribunal or other
Courts.

During the year under review, there were no instances of one¬
time settlement with any Bank or Financial Institutions.

Employees

Your Company believes that 'Employees' are the most valuable
assets of any organization. Your Directors wish to place on record
their deep sense of appreciation for the co-operation, dedication
and committed services by all the employees of your Company
who plays a pivotal role in the growth of your Company.

Acknowledgement

The Directors wish to place on record their sincere appreciation
for the whole-hearted support received from the banks,
shareholders and all other associated with your Company. The
Board of Directors also thank the employees of your Company for
their valuable service and support during the year.

For and on behalf of
The Board of Directors

Place: Kolkata C.K.Dhanuka

Date: May 20, 2025 Executive Chairman