DIRECTORS' REPORT

Your Directors have pleasure in presenting their 08^th Annual Report of

Astonea Labs Limited (formerly known as Astonea Labs Private Limited) on the business

and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

2. STATE OF COMPANY'S AFFAIR

During the financial year 2024-25, the Company registered a significant improvement in financial performance, recording a Profit Before Tax (PBT) of Rs. 707.11 lakhs, as against Rs. 537.85 lakhs in FY 2023-24, representing a growth of 31.47%. Profit After Tax (PAT) rose to Rs. 535.05 lakhs, compared to Rs. 407.01 lakhs in the previous year, achieving a 31.46% increase. This upward trajectory underscores the Company's strategic efforts in strengthening operational efficiencies, optimizing cost structures, and maintaining consistent revenue growth.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY/MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

The Board notes that the period subsequent to the financial year-end has not witnessed any material developments or commitments that would impact the Company's financial position or modify the nature of its business. The Company remains firmly positioned in the manufacturing domain of pharmaceuticals and cosmetic products.

4. DIVIDEND

The Board notes that the period subsequent to the financial year-end has not witnessed any material developments or commitments that would impact the Company's financial position or modify the nature of its business. The Company remains firmly positioned in the manufacturing domain of pharmaceuticals and cosmetic products.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”):

The Company has not declared or distributed any dividend during the financial year. Accordingly, the provisions of Section 125(2) of the Companies Act, 2013, pertaining to the transfer of unclaimed dividend to the Investor Education and Protection Fund (IEPF), are not applicable for the year under review.

6. TRANSFER TO RESERVE

The Board of Directors of your company has not decided to transfer any amount to the General Reserves for the financial year under review.

7. material/ significant events subsequent to the reporting period

The Directors have reviewed all events occurring after the close of the financial year on 31st March 2025 and up to the date of signing of this Board Report. The Board has examined whether any such events have a material impact on the Company's financial position, operations, or future outlook and, accordingly, whether they require disclosure or adjustments in the financial statements as per applicable accounting standards and regulatory requirements.

Listing on Stock Exchange

Subsequent to the conclusion of the financial year, the Company attained a major corporate milestone by achieving a listing on the BSE SME Platform in June 2025, thereby formalizing its transition into a publicly traded entity. This listing represents a significant step in the Company's growth trajectory, enhancing its visibility, credibility, and investor confidence in the capital markets. Furthermore, it provides the Company with a robust platform to mobilize financial resources to support its strategic growth initiatives, expansion plans, and long-term business objectives.The process of listing followed a structured regulatory and procedural timeline:

As a direct consequence of the Initial Public Offering (IPO), the paid-up share capital of the Company increased from Rs. 7.60 crore to Rs. 10.51 crore, reflecting the issuance of additional equity shares to the public. This capital infusion not only strengthens the financial position of the Company but also enhances its capacity to fund future growth, operational expansion, and strategic initiatives.

It is pertinent to note that the appointment of Mr. Ankit Kapoor as Company Secretary and Compliance Officer, with effect from 3rd December 2025, is currently placed before the Board for its approval.

The Board places on record its appreciation for the valuable contributions of outgoing KMPs and welcomes the newly appointed personnel, confident that their expertise will support the Company's governance, regulatory compliance, and strategic objectives.

8. CHANGE IN CORPORATE STATUS/ NAME

The Company has not undergone any change in its name during the financial year 2024-25. However, it is pertinent to note that the Company was converted from a Private Limited Company to a Public Limited Company on 11th January 2024, consequent to which the name changed from Astonea Labs Private Limited to Astonea Labs Limited.

Subsequent to the conclusion of the financial year, the Company achieved a significant milestone by attaining a listing on the BSE SME Platform in June 2025, thereby formalizing its status as a publicly traded entity. This listing enhances the Company's visibility and credibility in the capital markets and provides an important avenue to mobilize resources to support its strategic growth and long-term business objectives.

9. SHARE CAPITAL

The Company's Authorised Share Capital stands at Rs. 11,50,00,000/-, divided into 1,15,00,000 equity shares of Rs. 10/- each. During the financial year 2024-25, the Paid-up Share Capital was Rs. 7,60,00,000/-, comprising 76,00,000 equity shares of Rs. 10/- each.

Subsequent to the close of the financial year, the Company successfully completed an Initial Public Offering (IPO), mobilizing additional capital from public investors. As a result, the Paid-up Share Capital increased to Rs. 10,51,10,000/-, representing 1,05,11,000 equity shares of Rs. 10/-each, marking a significant milestone in the Company's evolution as a publicly listed entity. This capital infusion strengthens the Company's financial position and enhances its ability to fund strategic growth initiatives and long-term business objectives.

10. WEB LINK OF ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company for the financial year 2024-25 has been duly placed at www.astonea.org.

Resignation:

There were no resignations by any Key Managerial Personnel during the financial year 2024-25. However, subsequent to the close of the financial year, Mrs. Avneet Kaur, Company Secretary and Compliance Officer of the Company, tendered her resignation on 5th June 2025.

12. DIRECTOR'S IDENTIFICATION NUMBER (DIN)

The Board confirms that all serving Directors possess valid Director Identification Numbers (DINs). The Company and its Directors have adhered to the requirements laid down under the Companies (Appointment and Qualification of Directors) Rules, 2014.

13. UNSECURED LOAN FROM DIRECTORS

During the financial year 2024-25, the Company had unsecured loans totaling Rs. 556.41 lakhs from its Directors and their relatives. This includes loans from Mr. Harsh Gulati and Mrs. Usha Gulati, who are relatives of a Director and held directorships until 9th October 2023, amounting to Rs. 551.85 lakhs, and from Mr. Ashish Gulati, amounting to Rs. 4.56 lakhs. All such loans were extended on mutually agreed terms and in full compliance with the provisions of the Companies Act, 2013.

14. PARTICULARS OF EMPLOYEES

The Company did not have any employee drawing remuneration in excess of limits specified under section 197(12) of the Companies Act, 2013 read with companies (Appointment and Remuneration of Managerial Personnel) rules, 2014. Therefore, the information to be furnished under this section is NIL.

15. REGISTRAR AND SHARE TRANSFER AGENTS

During the year under review, KFin Technologies Limited acted as the Registrar and Share Transfer Agent of the Company, handling the management of share registry, transfers, and related shareholder services.

17. FRAUD REPORTING UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of the Companies Act, 2013, and in accordance with the report submitted by the statutory auditors for the financial year 2024-25, it is confirmed that no instances of fraud, misappropriation, or financial irregularities have been observed or reported. The Board further affirms that adequate internal controls and governance mechanisms are in place to safeguard the Company's assets and to prevent any potential fraudulent activities.

18. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the financial year 2024-25, the Company did not have any subsidiary, joint venture, or associate entity. As such, there are no disclosures required under this head, and the provisions relating to consolidation or related reporting are not applicable to the Company for the year under review.

19. STATUTORY AUDITOR & AUDIT REPORT

At the Annual General Meeting held on 30^th September, 2023, M/s AVNISH SHARMA & ASSOCIATES, Chartered Accountants, Panchkula having FRN: 009398N was appointed as Statutory Auditor for a five periods to hold office till the conclusion of the Annual General Meeting of the Company for the financial year 2027-18.

Further the Statutory Auditors of the Company have submitted Auditor's Report for the financial year ended 31.03.2025. The Statutory Auditors' Report for the financial year under review does not contain any qualification, reservation, adverse remark, or disclaimer. The observations made by the Auditors in their Report and the Notes to the Financial Statements are selfexplanatory and do not require any further clarification or comments

20. COST AUDIT & AUDIT REPORT

During the year under review, KFin Technologies Limited acted as the Registrar and Share Transfer Agent of the Company, handling the management of share registry, transfers, and related shareholder services. The remuneration payable to the Cost Auditors shall be ratified by the shareholders at the ensuing Annual General Meeting, as required under Section 148(3) of the Act.

21.SECRETARIAL AUDIT & AUDIT REPORT

The requirement to conduct a Secretarial Audit under Section 204 of the Companies Act, 2013, was not applicable to the Company in the preceding financial years. Consequent to the Company's listing on the BSE SME Platform, the provisions relating to Secretarial Audit have now become applicable for the first time for the financial year 2024-25.

In view of the above, the Board of Directors has appointed M/s S. V. Associates, Practising Company Secretaries, as the Secretarial Auditors of the Company to carry out the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report, issued in Form MR-3, will be annexed to this Annual Report in compliance with the statutory requirements.

The Board further affirms that M/s S. V. Associates have confirmed their consent, eligibility, and independence to undertake the said audit.

22. INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company has appointed M/s Goyal Rohit & Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2024-25.

The Internal Auditors are entrusted with the responsibility of reviewing and assessing the adequacy and effectiveness of the Company's internal control systems, financial reporting mechanisms, and operational processes. Their observations and recommendations are periodically presented to the Audit Committee and the Board for review, ensuring that corrective measures are taken, and internal governance is strengthened.

The Board confirms that M/s Goyal Rohit & Associates possess the requisite expertise, independence, and professional credentials to carry out their duties effectively for the financial year 2024-25.

23. COMMITTEES OF THE BOARD

In view of the Company's strategic objective to undertake an Initial Public Offering (IPO), the Board, during the financial year 2024-25, constituted several specialized Board-level committees in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These committees were formed to ensure comprehensive corporate governance, strict compliance with applicable statutory and regulatory requirements, and effective oversight of all aspects of the IPO process. The establishment of these committees underscores the Company's commitment to transparency, accountability, and adoption of best practices in corporate governance in preparation for its transition into a publicly listed entity

AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013, the rules framed thereunder, and Regulation 18(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Part C of Schedule II of the SEBI LODR Regulations. The Committee was constituted pursuant to a resolution passed at the meeting of the Board held on 3rd April 2024.

The primary role of the Audit Committee is to oversee the Company's financial reporting process, internal controls, risk management, and compliance with applicable laws and regulations.

The Company Secretary cum Compliance Officer of the Company acts as the Secretary to the Audit Committee and is responsible for ensuring that the Committee functions in compliance with the statutory requirements and regulatory framework.

The Audit Committee continues to provide guidance and oversight to ensure transparency, integrity, and accuracy in the Company's financial and operational reporting processes.

STAKEHOLDER'S RELATIONSHIP COMMITTEE

Our Company has constituted a Stakeholders' Relationship Committee in accordance with the provisions of Section 178 of the Companies Act, 2013, and all other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, as well as Regulation 20(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Part D of Schedule II of the SEBI LODR Regulations. The Committee was constituted vide resolution passed at the meeting of the Board held on April 03, 2024.

The purpose of the Stakeholders' Relationship Committee is to ensure the effective resolution of grievances of all stakeholders, including shareholders, debenture holders, and other investors, in a timely and transparent manner. The objectives of the Committee include:

1. Monitoring and addressing shareholder grievances such as transfer, transmission, dematerialization of shares, and non-receipt of dividends, annual reports, etc.

2. Ensuring compliance with the provisions of the Companies Act, SEBI Regulations, and other applicable laws concerning investor services.

3. Strengthening investor relations by providing a platform for stakeholders to raise their concerns and ensuring their resolution efficiently.

4. Reviewing and suggesting measures for improving the quality of investor services and overall shareholder satisfaction.

NOMINATION AND REMUNERATION COMMITTEE

Our Company has constituted a Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013, and all other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, as well as Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Part D of Schedule II of the SEBI LODR Regulations. The Committee was constituted vide resolution passed at the meeting of the Board held on April 03, 2024.

The purpose of the Nomination and Remuneration Committee is to ensure that the Company has a structured and transparent framework for nomination and remuneration of Directors, Key Managerial Personnel (KMPs), and senior management. The objectives of the Committee include:

1. Identifying and recommending candidates for appointment as Directors, KMPs, and senior management.

2. Formulating the criteria for performance evaluation of the Board, its committees, and individual Directors.

3. Recommending remuneration policies and packages for Directors, KMPs, and other employees in line with the Company's strategy and regulatory requirements.

4. Ensuring transparency and fairness in remuneration and alignment with the long-term interests of the Company and its stakeholders.

CORPORATE SOCIAL RESPONSIBILTY COMMITTEE

The Company has constituted a Corporate Social Responsibility (CSR) Committee pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and other applicable laws and regulations, including any statutory modifications or re-enactments for the time being in force. The Committee was constituted pursuant to a resolution passed at the Board meeting held on 3rd April 2024.

The CSR Committee is responsible for formulating and recommending the Company's CSR Policy, overseeing CSR activities, and monitoring the implementation of CSR programs in accordance with statutory requirements and the Company's objectives of social responsibility

The Company Secretary cum Compliance Officer of the Company acts as the Secretary to the CSR Committee, ensuring the Committee functions in compliance with statutory requirements and effectively implements CSR initiatives.

24. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation were observed.

25. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

26. RISK MANAGEMENT POLICY

The Company does not have written Risk Management Policy as the elements of risk threatening the Company's existence is very minimal as the company is being managed and closely supervised by its directors. The Company has not identified any element of risk which may threaten the existence of the Company.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no such significant and material orders which have been passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

28. DEPOSITS

The Company has not accepted any deposits during the period under review.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not made any investments, given guarantees or provided securities during the financial year under review. However, the company has given loan during the financial year. Therefore, company has complied with the provisions of Section 186 of the Companies Act, 2013 and details of the same have been given in the notes 26 to the Financial Statements

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Form AOC 2 Pursuant to clause (h) of sub section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished in Annexure I in Form No. AOC 2 is attached

31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment.

During the year under review, there were no cases filed pursuant to the Sexual Harassment

32. VIGIL MECHANISM

The Company recognizes the importance of a Vigil Mechanism for reporting unethical practices, fraud, or violations of the Company's Code of Conduct, in accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has not yet formulated a formal Vigil Mechanism / Whistleblower Policy.

However, the Board is in the process of establishing a policy to ensure that directors, employees, and other stakeholders have a confidential and secure channel to report genuine concerns without fear of retaliation.

The Company aims to implement the policy at the earliest, in line with statutory requirements and best practices of corporate governance.

33. DETAILS OF ESOP

The Company has not instituted or issued any Employee Stock Option Scheme to its employees or directors to date. Accordingly, there are no options granted, outstanding, or exercisable under any ESOP framework as of the reporting date.

34. GENDER WISE COMPOSITION OF EMPLOYEES

The Company recognizes the importance of diversity and inclusion in the workplace. The gender-wise composition of employees as on 31.03.2025 is as follows:GenderNumber of EmployeesPercentage of Total Employees

The Company is committed to promoting gender diversity, equal opportunity, and an inclusive work environment across all levels of the organization.

35. COMPLIANCE WITH MATERNITY BENFIT ACT

The Company has fully complied with all provisions of the Maternity Benefit Act, 1961, and its amendments. All eligible female employees are granted the prescribed maternity leave and benefits, and their employment rights, seniority, and statutory entitlements are duly protected during and after the period of leave. The Company continues to promote a supportive and inclusive work environment for its female workforce.

36. DOWNSTREAM INVESTMENT

The Company has not made any downstream investments in the reporting period. No funds have been invested in any subsidiary, associate, joint venture, or other entity during the year.

37. ANNUAL PERFORMANCE REVIEW

As per Section 134(3)(p) of the Companies Act, 2013, a formal annual evaluation of the performance of the Board, its committees, and individual directors is mandatory for listed companies and public companies with a paid-up share capital of Rs. 25 crore or more. During the financial year 2024-25, the Company was not listed, and therefore, the provisions of Section 134(3)(p) did not apply, and no formal performance evaluation was carried out. With the Company becoming listed in the financial year 2025-26, a formal Board and committee performance evaluation process will be adopted in compliance with statutory requirements and corporate governance best practices.

38. DIRECTORS RETIRING BY ROTATION

In accordance with Section 152(6) of the Companies Act, 2013 and the provisions of the Company's Articles of Association, Mr. Pardeep Singh is liable to retire by rotation at the forthcoming Annual General Meeting for the financial year 2024-25.

The Board of Directors, excluding the retiring director, has recommended his re-appointment, subject to the approval of the shareholders, in line with statutory requirements and best corporate governance practices.

39. PROHIBITION ON INSIDER TRADING

The Company has complied with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Company has implemented a Code of Conduct for Prevention of Insider Trading, which regulates the trading of shares and securities by directors, employees, and designated persons who may have access to unpublished price-sensitive information (UPSI).The Code ensures that:

1. No insider trades in the Company's securities while in possession of UPSI.

2. Proper disclosure of holdings and trading by directors, KMPs, and designated persons is maintained.

3. All stakeholders are aware of their responsibilities to maintain confidentiality of sensitive information.

Mechanisms are in place for monitoring, reporting, and taking action in case of a ny breach.

The Company remains committed to maintaining transparency, fairness, and compliance with regulatory requirements regarding insider trading.

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

a) Conservation of Energy:

It is the regular process of the company to conserve the energy and safe the electricity consumption and have installed LED lights. The Company motivates to switch off the lights/electrical appliances when there is no use. Since, the company is not energy intensive, the scope of conservation of energy is low. There is no capital investment made specifically with the motive to conserve the energy.

b) Technology Absorption:

The company is regularly improving its services/ manufacturing capabilities with the help of new means of technology. Your Company is committed to provide the best services/ quality of products to its clients with the help of latest technology, which is reasonable, according to the size of the Company. No expenditure has been incurred for research & development or purchase of technology.

41. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section

134 of the Companies Act, 2013, shall state that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and

(c) 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) the directors had prepared the annual accounts on a going concern basis.

(e) the Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company

(f) 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

42. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

43. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE TAKING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

44. COMPLIANCE WITH SECRETARIAL STANDARD

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

45. CORPORATE GOVERNANCE

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Company's Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making.

46. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere thanks and gratitude for the assistance and co-operation received from the Central and State Governments Departments, Shareholders and Stakeholders

Your Directors' place on record their sincere appreciation of the contributions made by the employees at all levels through their hard work, dedication, solidarity and support. Their dedication and competence have ensured that the Company continues to be a leading player.