Your Directors are pleased to present the 110^th Annual Report of your Company together with the Audited Financial Statements for
the year ended March 31, 2026.

Financial Results

(H in Lakhs)

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 commitments affecting financial
position of your Company, which has occurred between end of the
financial year of your Company i.e. March 31, 2026 and the date
of this Report.

Dividend

During the financial year 2025-26, an interim dividend of H3.50
per equity share of face value of H10 each was declared by the
Board of Directors.

Your Directors have further recommended a dividend @ H1.50/-
(Previous Year @ H5.00/-) per equity share of H10/- each for
the year ended March 31, 2026, 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 (KMP)

During the FY 2025-26, there was no change in the composition
of the Board of Directors (Board) or the Key Managerial Personnel
(KMP) of the Company.

However, pursuant to the approval of the shareholders obtained
through postal ballot on April 10, 2025, Mrs. Bharati Dhanuka
(B. Dhanuka) (DIN: 02397650), who had been appointed as an
Additional Director of the Company on February 07, 2025, was
designated as a Non-Executive & Non-Independent Director of the
Company with effect from April 10, 2025.

Further, Mr. R.K.Sharma (DIN: 05197101) was re-appointed as
a Director (designated as Non-Executive and Non-Independent
Director) in the 109^th Annual General Meeting of the Company,
liable to retire by rotation.

Mrs. Anuradha Kanoria (A.Kanoria) (DIN: 00081172) and Mr. Raj
Vardhan Kejriwal (R.V.Kejriwal) (DIN: 00449842) were appointed as
the Independent Directors by the Members at the 104^th AGM of the
Company held on September 24, 2020, for a term of five consecutive
years and their tenure was due to cease at the 109^th AGM of the
Company. Accordingly, being eligible for re-appointment and based
on the recommendation of the Nomination and Remuneration
Committee, the Board at its meeting held on May 20, 2025
recommended their re-appointment as the Independent Directors
of the Company for a second term of five consecutive years, not
liable to retire by rotation, which was subsequently approved by the
Members at the 109^th AGM of the Company held on August 08, 2025

to hold office from the date of the said 109^th AGM till the conclusion
of the 114^th AGM of the Company.

Mr. Bharat Jhaver (B.Jhaver) (DIN: 00379111) retires by rotation
and being eligible, offers himself for re-appointment.

Further, the Board at its meeting held on May 26, 2026, approved
the proposal for the re-appointment of Mrs. A.Dhanuka (DIN:
00005677) as the Managing Director of the Company for a period
of five years commencing from February 01, 2027 and ending
on January 31, 2032, with remuneration payable for a period of
three years up to January 31, 2030, subject to the approval of the
Members at the ensuing 110^th Annual General Meeting ("AGM").

The Board also approved the proposal for the re-appointment of Mr.
S.Sah (DIN: 01844078) as an Independent Director of the Company
for a second term of five consecutive years with effect from the date
of the ensuing 110^th AGM up to the conclusion of the 115^th AGM of
the Company, subject to the approval of the Members.

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 Listing Regulations.

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 the 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/public/uploads/board_committees/pdf/
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 had prepared the annual accounts on a
going concern basis;

(e) That the Directors had laid down Internal Financial Controls
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 Company, Subsidiaries and Joint Ventures/
Associates:I. Holding Company:

Dhunseri Investments Ltd. continues to be the Holding Company
of your Company and is holding 65.23% of the equity share
capital of the Company as on March 31, 2026.

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

Dhunseri Infrastructure Ltd. (DIL) continues to be the
Wholly-Owned Subsidiary (WOS) of the Company.

The Group had undertaken the development of an IT
Complex on leasehold land admeasuring 3.03 acres
located within a Special Economic Zone (SEZ). However,
owing to adverse conditions and other external factors,
the progress of the project has remained constrained.

As at March 31, 2026, the Group has incurred an aggregate
expenditure of H4,623.38 Lakhs (March 31, 2025:
H4,623.38 Lakhs) towards construction and development
of the project, which continues to be carried under
"Capital Work-in-Progress".

Further, pursuant to the Notification dated December 17,
2019 issued by the Ministry of Commerce and Industry,
Government of India, all SEZs were reclassified as "Multi¬
Sector Special Economic Zones". Consequent thereto, the
proposed IT Park project has been renamed as "Dhunseri
Commercial Park".

In view of the evolving business environment, the
Group is actively evaluating various alternatives for
optimal utilization of the developed space, including the
possibility of obtaining "de-notification" of the area under
the applicable SEZ regulations for a broader range of
commercial and other permissible purposes.

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

BOPET Manufacturing Plant of your Company's Wholly-
Owned Subsidiary (WOS), 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 and export. 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 largely 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 August/September 2026,
while second line is expected to start its operation from
the first quarter of 2027.

It is a challenging business and it may take some time to
witness a significant improvement in market conditions.
However, its BOPP Film Line at Jammu has a substantial
competitive advantage thereby positioning it favourably for
long-term growth and profitability.

As a part of its expansion plan, DPFPL is setting up a Brown
field BOPET New Line Project at Panagarh Industrial
Park, West Bengal with installed capacity of 59,200 TPA
adjacent to its existing 52,000 MTPA operational BOPET
facility at the existing land.

The New BOPET line is expected to commence
commercial production in April, 2028. The Advance to its
machinery supplier Bruckner Maschinenbau GmbH has
already been paid.

C. Twelve Cupcakes Pte. Ltd. (TCPL) - Creditors'
Voluntary Winding Up (Ongoing)

Your Company held 81.83% of the share capital of Twelve
Cupcakes Pte. Ltd., Singapore.

Considering its financial position and limited contribution
to the consolidated performance of the Company, Twelve
Cupcakes Pte. Ltd. initiated a Creditors' Voluntary Winding
Up under the provisions of the Insolvency, Restructuring
and Dissolution Act, 2018 of Singapore. In this regard,
pursuant to Regulations 24(5) and 24(6) of the Listing
Regulations, the Board of Directors at its meeting held

on October 29, 2025 approved the proposed liquidation,
including the sale, transfer or disposal of the Company's
shareholding and/or assets of the said entity, which may
result in cessation of control over the entity, subject to the
approval of the shareholders.

The Company had obtained the approval of the Members
by way of a special resolution through postal ballot on
November 29, 2025, and the results of the e-voting were
declared on December 01, 2025, confirming that the said
resolution was duly passed with the requisite majority.

During the year, the liquidation process continued under
the supervision of the appointed liquidators.

III. Joint Ventures/Associates: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, Associates or Joint Ventures

A separate statement containing the salient features of Financial
Statements of all the Subsidiaries/Associates/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 2025-26 is H200.86 lakhs.
Further, inflow in foreign exchange in the FY 2025-26 is H6,300.58
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, 2026
is available on the Company's website at https://aspetindia.com/
investors/financial-information-and-reports#annual_returns.

Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) Committee comprises
Mr. C.K.Dhanuka as the Chairperson, Prof. A.K.Dutta and
Mrs. A.Kanoria as Members.

The CSR Policy of your Company is available on the Company's
website at https://aspetindia.com/public/uploads/csr/policy/pdf/
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 ('the Act') 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., material
subsidiary, is available on the website of the Company.

Auditors and Auditors' ReportStatutory Auditors

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 the auditors under Section 143(12) of
the Companies Act, 2013 in Auditor's Report.

The Auditors' Report for the FY 2025-26 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 applicable Rules made thereunder and
Regulation 24A of the Listing Regulations, your Board at its meeting
held on May 20, 2025, based on the recommendation of Audit
Committee, approved and 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 AGM till the conclusion of the
114^th AGM (i.e., for the period commencing from April 1, 2025 to
March 31, 2030), subject to the approval of the Members, which
was duly obtained at the 109^th AGM.

The Secretarial Audit Report issued by Mamta Binani & Associates,
Practicing Company Secretaries for the FY ended March 31, 2026
is attached as an "Annexure-C" to this Report.

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

Cost Records and Cost Auditors

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/
public/uploads/policies/pdf/Dividend-Distribution-Policy-1.pdf.

Business Responsibility and Sustainability Report (BRSR)

Pursuant to Regulation 34(2)(f) of the Listing Regulations, read with
Regulation 3 thereof, the requirement of Business Responsibility
and Sustainability Report (BRSR) is applicable to the top 1000 listed
entities based on market capitalisation. As your Company has not
been within the top 1000 listed entities for three consecutive
financial years, i.e., March 31, 2023, March 31, 2024 and March
31, 2025 and continues to remain outside the said threshold based
on average market capitalisation as on December 31, 2025, the
provisions relating to BRSR have ceased to apply to the Company
from the financial year 2025-26.

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

Risk Management Committee of your Company comprises Mr.
R.K.Sharma as the Chairperson, Prof. A.K.Dutta and Mr. B.Bajoria
as 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.

Pursuant to Regulation 3 read with Regulation 21(5) of the Listing
Regulations, the requirement of constitution of a Risk Management
Committee is applicable to the top 1000 listed entities based on
market capitalisation. As the Company has not been within the
top 1000 listed entities for three consecutive financial years and
continues to remain outside the prescribed threshold, the said
provisions are not applicable to the Company for the financial
year 2025-26.

However, your Company has voluntarily continued the Risk
Management Committee and convened its meetings during the
year as a matter of good corporate governance practice.

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, 2026 with Related parties
during the year pursuant to the provisions of Section 134(3)(h)
of the Companies Act, 2013 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 February 20, 2026.

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
were detailed discussion 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 executed 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 26, 2026 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 and Management Discussion and
Analysis Report

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 are 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 and the meetings of the Audit
Committee, Stakeholders Relationship Committee, Nomination
and Remuneration Committee and Risk Management Committee
held during the FY 2025-26 along with Nomination and
Remuneration policy and Vigil Mechanism/Whistle Blower Policy
are covered in the Corporate Governance Report forming part of
this Annual 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.

Your Company has also registered itself on the Government of
India's SHe-Box (Sexual Harassment electronic Box) portal, which
is an online platform that enables women employees to lodge
complaints of sexual harassment at the workplace and facilitates
their redressal in a time-bound manner.

There were neither any outstanding complaints in the beginning /
end of the year nor any complaints were received and /or disposed
of during FY 2025-26. The Committee met once during the Financial
Year.

Compliance with Maternity Benefit Act, 1961/ Code on
Social Security, 2020

As required under Rule 8(5)(xiii) of the Companies (Accounts)
Rules, 2014, your Company is compliant with the applicable
provisions of the Maternity Benefit Act, 1961/ Code on Social
Security, 2020.

Credit Rating by Infomerics Valuation and Rating Ltd.

Your Directors inform that Infomerics Valuation and Rating
Ltd. (Formerly Infomerics Valuation & Rating Pvt. Ltd.) has
reaffirmed the credit rating of IVR A1 (lVR A One Plus) to
Short Term Bank facilities of the Company and the said 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 orders were 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 play 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 26, 2026 Executive Chairman