The Board of Directors present the Company's Eighth Annual
Report of the Company along with the Audited financial
statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The financial performance of the Company is summarized in
the table below:

(? In Lakhs)

STATE OF COMPANIES AFFAIRS

During the year under review, the Company's total revenue
from operations was Rs. 16695.33 Lakhs as compared to the
last year's revenue Rs. 38398.76 Lakhs. The Company has
earned a net profit of Rs. 388.76 Lakhs as compared to a
profit of Rs. 931.24 Lakhs in the previous year. The company
will continue to pursue expansion in the market, to achieve
sustained and profitable growth.

DIVIDEND

The Board of Directors of the Company has not recommended
any dividend on equity shares for the year under review.

The Dividend Distribution Policy of the Company is
available on the Company's website and can be accessed
at https://cdn.shopify.com/s/files/1/0710/5822/7236/files/
DividendDistributionPolicy.pdf?v=1740750782

TRANSFER TO RESERVES

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

DETAILS OF MATERIAL CHANGES FROM THE END OF THE
FINANCIAL YEAR

There have been no material changes and commitments
affecting the financial position of the Company between the

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

CHANGE IN NATURE OF BUSINESS

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

SHARE CAPITAL

Authorised Share Capital

The Authorised Equity Share Capital of the Company as on
31^st March 2025 Rs. 16,00,00,000/- (Rupees Sixteen Crores
Only) divided into 1,60,00,000 (One Crore Sixty Lakh) Equity
shares of Rs. 10/- (Rupees Ten) each.

Paid Up Share Capital

During the year under review the Paid-up Equity Share Capital
of the Company was increased from ? 11, 11,00,000/- (Rupees
Eleven Crore Eleven Lakh only) divided into 1,11,10,000 (One
Crore Eleven Lakh Ten Thousand only) Equity Shares of ? 10/-
(Rupees Ten) each to ? 15,17,80,000/- (Rupees Fifteen Crore
Seventeen Lakh Eighty Thousand) divided into 1,51,78,000/-
(One Crore Fifty One Lakh Seventy Eight Thousand only)
Equity Shares of Rs. 10/- (Rupees Ten) each.

BUY BACK

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

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

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

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

DIRECTORS

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

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

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

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

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

KEY MANAGERIAL PERSONNEL

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

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

In the capacity of Key Managerial Personnel, as on March
31, 2025, the Company had following officers:

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

BOARD MEETINGS

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

PERFORMANCE EVALUATION OF THE BOARD

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

Requirements) Regulations, 2015, the Board has carried out an
Annual Performance evaluation of its own performance, the
directors individually as well as the working of its committees.
The Independent Directors carried out annual performance
evaluation of the Chairman, the non-independent directors
and the Board as a whole. The Chairman of the respective
Committees shared the report on evaluation with the
respective Committee members. The performance of each

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

a) In the preparation of the Annual Accounts for the
year ended 31^st March 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

b) The directors had selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent, so as to give
a true and fair view of the state of affairs of the Company
as on 31^st March 2025 and of the profits of the Company
for the year ended on that date.

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

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

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

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

SECRETARIAL STANDARDS

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

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 is
available on the Company's website and can be accessed
at https://www.aspireinnovate.in/docs/annualReturn/
AnnualReturn 2024-25.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the
year under review, as stipulated under Regulation 34 (2) read
with Part B of Schedule V of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (Listing Regulations), is presented in a
separate section as Annexure-2 forming part of this Annual
Report.

DECLARATION BY INDEPENDENT DIRECTORS

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

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

Further, in pursuance of Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014, all
Independent Directors of the Company have duly confirmed
renewal of their respective registration with the Indian
Institute of Corporate Affairs (IICA) database. In the opinion of
the Board, all the Independent Directors fulfil the criteria of
independence as specified in Companies Act, 2013 and Rules
made thereunder read with Schedule IV as well as Listing
Regulation and they are independent from the Management.

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

FAMILIARIZATION PROGRAMME OF INDEPENDENT
DIRECTORS

In compliance with the requirements of the Listing
Regulations, the Company has put in place a familiarization
programme for the Independent Directors to familiarize
them with their roles, rights and responsibilities as Directors,
the working of the Company, nature of the industry in which
the Company operates, business model etc. At the time of
appointment of Independent Directors, a formal letter of
appointment was given to them, which, inter-alia, explains
the role, functions, duties and responsibilities expected
from them as Independent Director of the Company. The
Independent Director is also explained in detail the nature,
business model of the industry and compliances under the Act,
the Listing Regulations and other relevant rules & regulation.
Details of the familiarization programme for Independent
Directors are uploaded on the website of the Company at
https://www.aspireinnovate.in/docs/CorporatePolicies/
FamiliarizationProgrammeForIndependentDirector.pdf

COMMITTEES OF THE BOARD

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

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

The Composition of the said Committees are as under

Audit Committee:

Details on composition of the Audit Committee as on March
31, 2025 is given hereunder:

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

The committee met four times on 30.05.2024, 25.09.2024,
12.11.2024 and 10.03.2025, during the financial year 2024-25.
All the members were present in the meeting.

Nomination and Remuneration Committee:

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

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

Stakeholder and Relationship Committee:

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

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

Corporate Social Responsibility Committee:

The Board of Directors of the Company constituted Corporate
Social Responsibility Committee on March 11, 2022 comprised
of Mr. Nitesh Agarwalla (Director), Chairman and Mrs. Rinku
Agarwalla (Director), Member. Corporate Social Responsibility
Committee was reconstituted by the Board of Directors w.e.f.
December 18, 2023, pursuant to section 135 of the Companies
Act, 2013. As on Financial Year ended March 31, 2025.

Corporate Social Responsibility Committee Comprise of:

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

NOMINATION AND REMUNERATION POLICY

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

A copy of the policy is uploaded on the Company's website
at https://cdn.shopify.com/s/files/1/0710/5822/7236/files/
NominationAndRemunerationPolicy.pdf?v=1740749771

CRITERIA FOR MAKING PAYMENT TO NON-EXECUTIVE
DIRECTORS

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

DEPOSITS

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

CORPORATE GOVERNANACE

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

LOANS, GUARANTEES AND INVESTMENTS

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

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

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

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

RISK MANAGEMENT

The Company has in place a mechanism to identify, assess
monitor and mitigate various risk to key business objectives.
Major risk identified by the business and functions are
systematically address through mitigating actions on a
continuing basis. Major element of risk/threats for household
appliances industry are regulatory concerns, consumer
perceptions and competition. The Board of Directors has
adopted a risk management policy for company which is
available on the website of the company and can be accessed
at https://cdn.shopify.com/s/files/1/0710/5822/7236/files/
RiskManagementPolicy.pdf?v=1740750661 which outlines
the parameter of identification, assessment, monitoring and
mitigation of various risk.

RELATED PARTY TRANSACTIONS

The Board of Directors of the Company has adopted a
Related Party Transactions Policy for identifying, reviewing,
and approving transactions between the Company and the
Related Parties, in compliance with the applicable provisions
of the Listing Regulations, the Act and the Rules thereunder.
All Related Party Transactions entered into by the Company

during the year under review were in the ordinary course
of business and on an arm's length basis. There was no
material related party transaction made by the Company
with Promoters, Directors, Key Managerial Personnel, or
other related parties, which may have a potential conflict
with the interest of the Company at large. All Related Party
Transactions were approved by the Audit Committee and
were also placed in the Board meetings as a good Corporate
Governance practice.

A statement of all Related Party Transactions is presented
before the Audit Committee on a quarterly basis, and prior/
omnibus approval is also obtained, specifying the nature,
value and terms and conditions of the transactions. None
of the transactions with the related parties falls under the
scope of Section 188(1) of the Act. Thus, disclosure in form
AOC-2 is not required.

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

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

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016

No application or any proceeding has been filed against the
Company under the Insolvency and Bankruptcy Code, 2016 (31
of 2016) ("IBC Code") during the financial year 2024-25.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND

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

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

STATUTORY AUDITORS AND AUDITORS’ REPORT

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

SECRETARIAL AUDITOR AND SECRETARIAL AUDITOR’S
REPORT

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and rules made thereunder, the Company has
appointed M/s Sandeep & Associates, a firm of Company
Secretaries in Practice (Certificate of Practice Number:
24026) to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report for financial year 2024-25 is
annexed to this report and forms an integral part of this

Report (Annexure-4). In compliance with Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 204 of the Companies Act,
2013 the Board of Directors of the Company at its meeting
held on May 30, 2025, based on recommendation of the Audit
Committee, has approved the appointment of M/s. Sandeep
& associates, Company Secretaries (C.P No. 24026), Peer
Reviewed Company Secretaries, as Secretarial Auditors of
the Company for a term of 5 (five) consecutive financial years,
commencing from the financial year 2025-26 to the financial
year 2029-30, on such remuneration as may be determined
by the Board of Directors.

COST AUDITORS

The provisions of maintenance of Cost Records as specified
by the Central Government under sub section (1) of Section
148 of the Act are not applicable on the Company.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING
LISTED ENTITIES

There are no agreements impacting management or control
of the Company or imposing any restriction or create any
liability upon the Company which require disclosure under
Clause 5A of Para A of Part A of Schedule III of the Listing
Regulations.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE
ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any unclaimed shares and hence
the disclosure pursuant to SEBI (LODR) Regulations is not
applicable.

CREDIT RATING

During the year under review, the Company was not required
to obtain any credit rating.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has a proper and robust system of internal
controls geared towards achieving efficiency of business
operations, safeguarding the Company's assets and ensuring
optimum utilization of resources. Such controls also
ensure accuracy and promptness of financial reporting and
compliance with statutory regulations.

The Audit Committee of the Company reviews the adequacy
of internal control systems and effectiveness of internal
audit function.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company falls under the criteria mentioned in Section
135 of the Companies Act, 2013, which pertains to Corporate
Social Responsibility (CSR).

On the basis of Financial Statements for Financial Year
(F.Y.) 2024-25 the company has spent Rs. 18,00,000 on CSR
activities against CSR obligation of Rs. 17,34,113 for F.Y. 2024¬
25. The CSR Report is annexed as "Annexure-3"

The Board of Directors of your Company has formulated
and adopted a policy on CSR which can be accessed at
https://cdn.shopify.com/s/files/1/0710/5822/7236/files/
CorporateSocialResponsibiltyPolicy.pdf?v=1740750678

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

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL
RELATION

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

PERSONNEL AND PARTICULARS OF EMPLOYEES

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

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

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013

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

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

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board
members and Senior Management Personnel of the Company.
The Code is displayed on the website of the Company
https://cdn.shopify.com/s/files/1/0710/5822/7236/files/
CodeOfConduct.pdf?v=1740749734

STATUTORY POLICIES/CODES

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

• Policy on Determination of Materiality for Disclosure

• Policy on Related Party Transactions

• Nomination and Remuneration Policy

• Code of Conduct to Regulate, Monitor and Trading by

• Designated Persons

• Archival Policy

• Whistle Blower Policy

• Code of Conduct

• Risk Management Policy

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

A) CONSERVATION OF ENERGY

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

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

(iii) the capital investment on energy conservation
equipment's - NA

B) TECHNOLOGY ABSORPTION

(i) the efforts made towards technology absorption -
NA

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

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

(a) the details of technology imported - NA

(b) the year of import-NA

(c) whether the technology been fully absorbed -
NA

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

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

C) FOREIGN EXCHANGE EARNING AND OUTGO

Total foreign exchange earned: Nil
Total foreign exchange used:

Corresponding figures are in INR and Lakhs

INTERNAL FINANCIAL CONTROLS

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

The Company's risk management mechanism is detailed in
the Management Discussion and Analysis Report.

GENERAL

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

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

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

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

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

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

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

ACKNOWLEDGEMENT

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

For Aspire & Innovative Advertising Limited

NITESH AGARWALLA RINKU AGARWALLA

Chairman and Whole Time Director

Managing Director & CFO

(DIN: 07468522) (DIN:09360573)

Date: May 30, 2025
Place: Gurugram