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DIRECTORS' REPORT

Astra Microwave Products Ltd.

GO
Market Cap. ( ₹ in Cr. ) 9550.52 P/BV 9.74 Book Value ( ₹ ) 103.28
52 Week High/Low ( ₹ ) 1196/584 FV/ML 2/1 P/E(X) 62.22
Book Closure 10/09/2025 EPS ( ₹ ) 16.17 Div Yield (%) 0.22
Year End :2025-03 

Your Directors have pleasure in presenting the 34th Annual Report of your Company together with the Audited Financial Statements
including Consolidated Accounts for the financial year ended March 31,2025.

FINANCIAL RESULTS
STANDALONE:

The Standalone performance for the Financial Year ended March 31,2025 is as under:

The Financial Summary Rupees in Lakhs

Particulars

March 31, 2025
(IND AS)

March 31, 2024
(IND AS)

Total Revenue

1,04,423.39

90,425.73

Profit before finance cost, depreciation and tax expense

28,439.20

20,585.16

Finance cost

5,629.76

2,962.20

Profit before depreciation and tax expense

22,809.44

17,622.96

Depreciation

3,465.37

2,457.79

Profit before tax expense

19,344.07

15,165.17

Tax expense

5,005.53

3,866.10

Net Profit for the year

14,338.54

11,299.07

Other Comprehensive Income

(234.35)

(83.02)

Total Comprehensive Income

14,104.19

11,216.05

Retained earnings brought forward from earlier year

58,928.03

49,231.10

Retained earnings available for appropriation

73,032.22

60,447.15

CONSOLIDATED:

The Consolidated performance under IND AS for the Financial Year ended March 31, 2025 is as under:

The Financial Summary Rupees in Lakhs

Particulars

March 31, 2025
(IND AS)

March 31, 2024
(IND AS)

Revenue from operations

1,05,117.92

90,882.02

Profit before finance cost, depreciation, share of profit of associates, exceptional
items and tax expense

28,655.27

20,327.00

Finance cost

5,712.61

3,131.12

Profit before depreciation, share of profit of associates, exceptional items and tax
expense

22,942.66

17,195.88

Depreciation and amortisation

3,504.39

2,497.22

Profit before share of profit of associates, exceptional items and tax expenses

19,438.27

14,698.66

Share of profit of associates

935.30

1,202.68

Profit before exceptional items and tax expenses

20,373.57

15,901.34

Exceptional items

0

0

Profit before tax expense

20,373.57

15,901.34

Tax expense

5,022.69

3,794.71

Particulars

March 31, 2025
(IND AS)

March 31, 2024
(IND AS)

Profit after tax expense
Non-controlling interests

Profit after tax expense after non-controlling interests

Other comprehensive Income
Total Comprehensive Income
Add: Surplus at the beginning of the year

Less; Adjustment to the surplus at the beginning of the year (IND AS 115 and others)
Total available for appropriation

15,350.88

0

12,106.63

0

15,350.88

12,106.63

(223.49)

15,127.39

58,648.08

0

(50.31)

12,056.32

48,119.43

0

73775.47

60,175.75

For detailed analysis of the performance, please refer to management's discussion and analysis report.

State of the Company's Affairs:

During the period under review, the Company has
achieved revenue of Rs.10,44,23,39,719/- and net profit
of Rs.143,38,53,968/- on a standalone basis. During the
same period, the Company has achieved revenue of
Rs.10,51,17,92,406/- and net profit of Rs.153,50,87,243/- on a
consolidated basis.

Material change and commitment

The Company has raised funds through preferential issue as
on 30th June, 2025, by way of 20,13,885 Convertible Warrants
of Rs. 2/- each convertible into, or exchangeable for, 1 (one)
fully paid-up equity share of the Company having face value
of Rs. 2/- (Rupees Two Only) ("Equity Share(s)”) each at a price
of Rs. 864/- including the Warrant face value of Rs. 2/- each
and premium of Rs. 862/- payable in cash, aggregating upto
Rs.1,73,99,96,640/- on a preferential basis.

The Company has received an aggregate amount of
Rs. 43,49,99,160/- (Rupees Forty-Three Crores Forty-Nine
Lakhs Ninety-Nine Thousand One Hundred and Sixty only),
i.e., Rs. 216/- (Rupees Two Hundred and Sixteen only) per
warrant ("Warrant Subscription Price”), being 25% of the issue
price per warrant as upfront payment for 20,13,885 (Twenty
Lakh Thirteen Thousand Eight Hundred and Eighty-Five only)
Convertible Warrants.

The highlights of performance of subsidiaries,
associates and joint venture companies and their
contribution to the overall performance of the company
during the period under report. Rule 8(1) of section 134.

The Key performance highlights of subsidiaries, associates,
and joint ventures are detailed in the Management Discussion
and Analysis report.

Details of utilization of funds raised through Qualified
Institutional Placement:

The Company has not raised funds through public issues, rights
issues, preferential issues, Qualified Institutions Placement
etc, during the financial year ended 31 March, 2025.

However, the proceeds from the Qualified Institutions
Placement, raised on 5th May 2023, were fully utilized during
the first quarter (June 2024) of the financial year ending 31st
March 2025.

Share Capital

The paid-up share capital of the Company as on March 31, 2025
is Rs. 18,98,90,016/- divided into 9,49,45,008 equity shares of
face value of Rs. 2/- per share.

Dividend

The Board of Directors of your Company recommend a final
dividend @ 110 % on the paid up Equity Share Capital of the
Company i.e., Rs.2.20/- per equity share on face value of Rs.2/-
each, for the financial year ended 31st March, 2025.

Dividend Distribution Policy

In accordance with Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, your Company
has adopted a Dividend Distribution Policy formulated by
the Board specifying the financial parameters, factors and
circumstances to be considered in determining the distribution
of dividend to shareholders and / or retaining profits earned by
the Company.

The web link of the Dividend Distribution Policy has been
provided below for the perusal of the shareholders.

https://astramwp.com/dividend-distribution-policy/

Transfer to Reserves

The Board of Directors has decided to retain the entire amount
of profits for FY 2024-25 in the Retained Earnings.

Credit Rating

During the year under review, the CRISIL has re-affirmed the
following existing rating for Long Term, Short Term Bank
facilities and Corporate Credit Rating of the Company:

a) Long-Term bank facilities: “CRISIL A/Stable."

b) Short-Term bank facilities: “CRISIL A1".

c) Corporate Credit Rating: “CRISIL A/Stable"

Listing of Equity Shares:

The Company's equity shares are presently listed on the
following Stock Exchanges:

i) BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street,
Mumbai-400 001; and

ii) National Stock Exchange of India Limited, Exchange Plaza,
Floor 5, Plot No. C/1, G Block, Bandra-Kurla Complex,
Bandra (East), Mumbai - 400051.

The Company has paid the Annual Listing Fees to the said
Stock Exchanges for the financial year 2024-25.

Subsidiary Companies, Associates and Joint Ventures

As per Section 129 of the Companies Act, 2013, the
consolidated financial statements of the Company and all its
Subsidiaries and Associates prepared in accordance with the
applicable accounting standards and forms part of this Annual
Report, further a statement containing salient features of the
financial statements of our subsidiaries and associates in the
prescribed form in AOC-1 is annexed to this Board's Report as
Annexure - 1.

Your Company does not have any material subsidiary as on 31st
March, 2025.

Consolidated Financial Statements

The Consolidated financial statements of the Company have
been prepared in accordance with the Indian Accounting
Standards (Ind AS) as per the Companies (Indian Accounting
Standards) Rules, 2015 notified under Section 133 of the
Companies Act, 2013 and other relevant provisions of the
Companies Act, 2013.

In accordance with the provisions of Section 136 of the
Companies Act, 2013, the audited financial statements of the
Company including consolidated financial statements and
related information of the Company and audited accounts of
the subsidiaries, are available on the website of the company
and a copy of separate Audited financial statements of its
subsidiaries will be provided to shareholders upon their request.

Number of Meetings of the Board of Directors

Nine (9) meetings of the Board of Directors were held during
the financial year 2024-25. The details of the meetings are
given in the Corporate Governance Report, which forms part of
this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis forms an integral
part of this Report and provides details about the overall
industry structure, developments, performance and state

of affairs of the Company and other material developments
during the financial year.

Directors Responsibility Statement

Pursuant to the requirement under Section 134 (3) (c) and 134

(5) of the Companies Act, 2013, with respect to the Directors'
Responsibility Statement, the Board of Directors of the
Company hereby confirm that:

i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed and there are no
material departures;

ii) 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 as
at March 31, 2025 and of Profit and Loss Account of the
Company for that period;

iii) the Directors have 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;

iv) the Directors have prepared the Annual Accounts for the
financial year ended March 31, 2025 on a going concern
basis;

v) the Directors have laid down internal financial controls to
be followed by the company and that such internal financial
controls are adequate and were operating effectively;
and

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

Nomination and Remuneration Committee

The Nomination and Remuneration Committee during the
Financial year ended March 31, 2025 consists of the following
Directors namely Mrs. Kiran Dhingra, IAS (Retd.), Chairperson,
Dr. Avinash Chander and Mr. P. A. Chitrakar as Members.

Brief description of terms of reference:

(1) formulation of the criteria for determining qualifications,
positive attributes and independence of a director and
recommend to the board of directors a policy relating
to, the remuneration of the directors, key managerial
personnel and other employees;

(1A) For every appointment of an independent director, the
Nomination and Remuneration Committee shall evaluate
the balance of skills, knowledge and experience on the
Board and on the basis of such evaluation, prepare a
description of the role and capabilities required for an
independent director. The person recommended to

the Board for appointment as an independent director
shall have the capabilities identified in such description.
For the purpose of identifying suitable candidates, the
Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds,
having due regard to diversity; and

c. consider the time commitments of the candidates.

(2) formulation of criteria for evaluation of performance of
independent directors and the board of directors;

(3) devising a policy on diversity of board of directors;

(4) identifying persons who are qualified to become directors
and who may be appointed in senior management in
accordance with the criteria laid down and recommend to
the board of directors their appointment and removal.

(5) whether to extend or continue the term of appointment
of the independent director, on the basis of the report of
performance evaluation of independent directors.

(6) recommend to the board, all remuneration, in whatever
form, payable to senior management.

(7) Carrying out such other functions as may be specified by
the Board from time to time or specified/provided under
the Companies Act or SEBI Listing Regulations or by any
other regulatory authority.

Nomination and Remuneration Policy

The objectives of the Policy

1) To lay down criteria and terms and conditions with regard
to identifying persons who are qualified to become
Directors (Executive and Non-Executive) and persons
who may be appointed in Senior Management and Key
Managerial positions and to determine their remuneration.

2) To determine remuneration based on the Company's
size and financial position and trends and practices on
remuneration prevailing in peer companies.

3) To carry out evaluation of the performance of Directors.

4) To retain, motivate and promote talent and to ensure long
term sustainability of talented managerial persons and
create competitive advantage.

The details of the meetings of the Nomination and

Remuneration Committee convened during the financial year

2024-25 are given in the Corporate Governance Report which

forms part of this Annual Report.

Particulars of Loans, Guarantees or Securities or
Investments under Section 186

The particulars of loans, guarantees and investments under
Section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014,
for the financial year 2024-25 are given in Note 4 and 34 of the
Notes to the financial statements.

Related Party Transactions

All related party transactions entered into during FY 2024-25
were on an arm's length basis and in the ordinary course of
business. No material related party transactions were entered
into during the financial year by the Company.

All transactions with related parties were reviewed and
approved by the Audit Committee. Prior omnibus approval is
obtained for related party transactions which are of repetitive
nature and entered in the ordinary course of business and on
an arm's length basis.

The particulars of contracts or arrangements with related
parties referred to in sub-section (1) of Section 188 entered by
the Company during the financial year ended March 31, 2025
in prescribed Form AOC-2 is annexed to this Board's Report as
Annexure - 2.

The web link of the related party transactions policy has been
provided below for the perusal of the shareholders.

https://astramwp.com/policies-1/

Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules,
2014, your company has approved Policy on CSR.

The web link of the Corporate Social Responsibility policy has
been provided below for the perusal of the shareholders.

https://astramwp.com/policies-1/

The Board of Directors of the Company have constituted a
Corporate Social Responsibility Committee consisting of
following Directors namely Mr. S. Gurunatha Reddy, Chairman,
Dr. M. V. Reddy, Dr. Avinash Chander and Mr.Atim Kabra
as Members.

A report on Corporate Social Responsibility as per Rule 8 of
Companies (Corporate Social Responsibility Policy) Rules, 2014
is annexed to this Board's Report as
Annexure- 3.

During the Financial year, Corporate Social Responsibility
Committee meeting was held on June 12, 2024.

Attendance at the Corporate Social Responsibility Committee Meetings:

Name of the Director

Category

Number of Meetings
Held Attended

Mr. S. Gurunatha Reddy

Chairman

1 1

Dr. M. V. Reddy

Member

1 1

Dr. Avinash Chander

Member

1 1

Mr. Atim Kabra

Member

1 1

Mr. S. Gurunatha Reddy, Dr. Avinash Chander & Mr. Atim
Kabra were ceased to be member of the committee w.e.f. 26th
June, 2025.

The Board of Directors of the Company have re-constituted on
27th June, 2025 a Corporate Social Responsibility Committee
with following Directors namely Mrs. Anuradha Mookerjee
as Chairperson, Dr. M. V. Reddy and Mr. Venu Raman Kumar
as Members.

Astra Foundation

Astra Foundation was established under Section 8 of the
Companies Act, 2013 as a Non-Profit Organisation on 9th
July, 2016, as a wholly owned subsidiary of the company to
grant donations to poor and needy for meeting expenditure
of education, welfare, medical treatments and to establish,
promote, set-up, run, maintain, assist, finance, support and /
or aid in setting up and / or maintaining and /or running school
for orphanages, poor houses for relief and help to the poor, old
and infirm people and / or destitute.

During the year under review, Astra Foundation was converted
into Astra Private Limited on March 12, 2025, and the company
is currently in the process of being struck off.

Mechanism for Evaluation of Board

Pursuant to the provisions of the Companies Act, 2013 and
SEBI Listing Regulations, 2015 the performance evaluation
of the Board, the Committees of the Board and Individual
Directors is done on annual basis.

Evaluation of all Board members is done on an annual basis.
The Individual Directors' responses to the questionnaire on
the performance of the Board, committee(s), Directors and
Chairman, were analysed by an in-house questionnaire, to
arrive at unbiased conclusions.

Directors and Key Managerial Personnel
Directors:

As per the provisions of the Companies Act, 2013 read with
Companies (Qualifications and Appointment of Directors)
Rules, 2014, Mr. Suresh Kumar Somani (DIN: 00031096) and
Dr. M.V. Reddy, Joint Managing Director (DIN:00421401) retires
by rotation at the ensuing Annual General Meeting and being
eligible offer themselves for re-appointment. The Board
recommends their re-appointment.

Mrs. Kiran Dhingra, IAS (Retd.), Independent and Women
Director retires on 26th June, 2025 from the Board of Directors
of the Company. The Board places on record its deep
appreciation for the valuable services rendered by her to the
Board and to the Company during her tenure.

During the year under review, Mr. S. Varadarajan, Independent
Director resigned from the directorship of the Company with
effect from 22nd May, 2025 due to his pre-occupation. The
Board places on record its deep appreciation for the valuable
services rendered by him to the Board and to the Company
during his tenure.

The Board of Directors of the Company at their meeting held
on May 22, 2025 has appointed Mr. Venu Raman Kumar, (DIN:
00245022) as an Additional Director (Independent Director)
w.e.f May 22, 2025. The Board, based on the recommendation
of the Nomination and Remuneration Committee considered
the appointment of Mr. Venu Raman Kumar, (DIN: 00245022)
as an Independent Director subject to the approval of the
shareholders. On August 12, 2025, the Shareholders of the
Company, by way of a postal ballot, approved the appointment
of Mr. Venu Raman Kumar as an Independent Director of the
company for a term of three consecutive years commencing
from May 22, 2025 upto May 21, 2028 and not liable to retire by
rotation. The Company has received declaration from Mr. Venu
Raman Kumar that he fulfills the criteria of independence as
prescribed under the provisions of the Companies Act, 2013
read with the Schedules and Rules issued thereunder as well
as Regulation 16 of the Listing Regulations (including statutory
re-enactment thereof for the time being in force).

The Board of Directors of the Company at their meeting held
on May 22, 2025 has appointed Mrs. Anuradha Mookerjee, (DIN:
10174271) as an Additional Director (Independent Director)
w.e.f May 22, 2025. The Board, based on the recommendation
of the Nomination and Remuneration Committee considered
the appointment of Mrs. Anuradha Mookerjee, (DIN: 10174271)
as an Independent Director subject to the approval of the
shareholders. On August 12, 2025, the Shareholders of the
Company, by way of a postal ballot, approved the appointment
of Mrs. Anuradha Mookerjee as an Independent Director of the
company for a term of three consecutive years commencing
from May 22, 2025 upto May 21, 2028 and not liable to retire
by rotation. The Company has received declaration from
Mrs. Anuradha Mookerjee that she fulfills the criteria of

independence as prescribed under the provisions of the
Companies Act, 2013 read with the Schedules and Rules issued
thereunder as well as Regulation 16 of the Listing Regulations
(including statutory re-enactment thereof for the time being in
force).

The Company's Independent Directors have given requisite
declarations confirming that they continue to meet the criteria
of independence as prescribed under Section 149(6) of the
Companies Act, 2013 and Regulations 16(1)(b) of the Listing
Regulations. The Independent Directors have also confirmed
that they have complied with Schedule IV of the Act and the
Company's Code of Conduct. The Independent Directors of the
company have registered themselves with the Indian Institute
of Corporate Affairs (IICA) towards the inclusion of their
names in the data bank maintained with it and they meet the
requirements of proficiency self-assessment test.

In the opinion of the Board, the Independent Directors fulfil
the conditions of independence, are independent of the
management, possess the requisite integrity, experience,
expertise, proficiency and qualifications to the satisfaction of
the Board of Directors. The details of remuneration paid to the
members of the Board and its Committees are provided in the
Report on Corporate Governance.

The Company keeps on update directors, about the company's
performance, their roles and responsibilities, an overview
of the industry, the Company's business model, the risks
and opportunities through various presentations at the
meeting of the board of directors of the Company towards
familiarisation program.

Key Managerial Personnel

Pursuant to the provisions of Section 2(51) and 203 of the
Act, the Key Managerial Personnel of the company are Mr. S.
Gurunatha Reddy, Managing Director, Dr. M. V. Reddy, Joint
Managing Director, Mr. Atim Kabra, Director (Strategy and
Business Development), Mr. T. Anjaneyulu, Company Secretary
& Compliance Officer and Mr. Rahul Rungta, CFO.

Mr. Benarji Mallampati, DGM-CFO has retired on 9th April, 2025
upon reaching the age of superannuation and Mr. Rahul Rungta
was appointed as a CFO of the Company with effect from 10th
April, 2025.

Directors and Officers Insurance ('D&O')

As per the requirements of Regulation 25(10) of the SEBI Listing
Regulations, the Company has taken Directors and Officers
Insurance ('D&O') for all its Directors and Key Managerial
Personnel of the Company.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as on
March 31, 2025:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders' Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

The details of the Committees of the Board along with their
composition, number of meetings and attendance at the
meetings are provided in the Corporate Governance Report
forming part of the Annual Report for the FY2024-25.

Deposits

The Company has not accepted any deposits from the public
in terms of Chapter V of the Companies Act, 2013. Hence, no
amount on account of principal or interest on public deposits
was outstanding as on the date of the balance sheet.

AUDITORS

Statutory Auditors and their Report

At the 31st AGM held on August, 22, 2022, M/s. Price Waterhouse
Chartered Accountants LLP, Chartered Accountants (FRN
012754N/ N500016) were appointed as Statutory Auditors of
the Company for a second term of five (5) consecutive years
upto the 36th AGM by the Members.

The Auditors' Report on the financial statements of the Company
for the financial year ended March 31, 2025 is unmodified i.e.,
it does not contain any qualification, reservation or adverse
remark. The Auditors' Report is enclosed with the financial
statements forming part of the annual report.

Internal Auditors

The Board of Directors of the Company have appointed M/s.
Kirtane & Pandit LLP, Chartered Accountants as Internal
Auditors to conduct Internal Audit of the Company for the
financial year ended March 31,2025.

Cost Auditors

The provisions of Section 148 of the Companies Act, 2013 for
maintaining the Cost Records are applicable to the Company.

Accordingly, the Company is maintaining the Cost Records as
specified by the Central Government under the Rules made
there under Section 148 of the Companies Act.

Pursuant to the provisions of Section 148(3) of the Act, the
Board of Directors had appointed M/s. Dendukuri & Co, Cost
and Management Accountants, (FRN: 102199) as Cost Auditors
of the Company, for conducting the audit of cost records
for the financial year ended March 31, 2025. The audit is in
progress and report will be filed with the Ministry of Corporate
Affairs within the prescribed period. A proposal for ratification
of remuneration of the Cost Auditors is placed before
the shareholders.

Secretarial Auditor Report

As per the provisions of Section 204 and other applicable
provisions, if any, of the Companies Act, 2013, the Board of
Directors have appointed Mr. L. Dhanamjay Reddy, Practising
Company Secretary (C.P.No: 3752) as Secretarial Auditor for
auditing the secretarial records maintained by the Company
for the financial year 2024- 25.

The Secretarial Auditor's Report is annexed to this Board's
Report as
Annexure- 4A.

Pursuant to the provisions of Section 204 of the Companies
Act, 2013, and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, read
with Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, based on the
recommendation of the Audit Committee, the Board of
Directors at their meeting held on 13th August, 2025 appointed
M/s. L.D. Reddy & Co., Practicing Company Secretaries as
Secretarial Auditor of the Company for audit period of five
consecutive years commencing from financial year 2025-26
till financial year 2029-2030, at such remuneration as may be
determined by the Board of Directors of the Company. The
resolution seeking shareholders' approval for this appointment
forms part of the Notice.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year
2024-25 for all applicable compliances as per Securities and
Exchange Board of India Regulations and Circulars/ Guidelines
issued thereunder. The Annual Secretarial Compliance Report
issued by Mr. L. Dhanamjay Reddy, Practising Company
Secretary, Hyderabad has been submitted to the Stock
Exchanges within the specified time and same is annexed
herewith as
'Annexure - 4B'.

Board's response on Auditor's qualification, reservation
or adverse remark or disclaimer made

There are no qualifications, reservations or adverse remarks
made by the statutory auditors in their report or by the
Practicing Company Secretary in the Secretarial Audit Report
for the financial year.

During the year, there were no instances of frauds reported by
auditors under Section 143(12) of the Companies Act, 2013.

Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Companies
Act, 2013 and other applicable provisions of the Companies
Act, 2013 and rules made thereunder, unclaimed dividend
amount of Rs.14,86,534 /- (Rupees Fourteen lakhs eighty six
thousand five hundred thirty four only) of the Company for the
Financial Year ended March 31, 2017 has been transferred to
the Investor Education and Protection Fund (IEPF) established
by the Central Government pursuant to Section 125 of the
Companies Act, 2013.

During the year 44,466 equity shares were transferred to IEPF.

The Company has transferred an amount of Rs.12,91,628/-
(Rupees Twelve Lakhs Ninety-one thousand six hundred
twenty-eight only) towards dividend to IEPF on the shares
which were already transferred to IEPF

Audit Committee

The Audit Committee during the Financial year ended
March 31, 2025 consists of the following Directors namely
Mrs. Kiran Dhingra, IAS (Retd.), Chairperson, Dr. Avinash
Chander, Mr. Sengottaiyan Varadarajan and Mr. S. Gurunatha
Reddy as members of the Committee.

All members of the Audit Committee are financially literate and
have experience in financial management.

All the recommendations made by the Audit Committee were
accepted by the Board of Directors of the Company.

The terms and reference of Audit Committee and details of
the meetings of the Audit committee held during the financial
year 2024-25 and the attendance of members are provided in
the Corporate Governance Report, which forms part of this
Annual Report.

Corporate Governance

The Corporate Governance Report regarding compliance of
the conditions of corporate governance by your Company as
stipulated in Regulation 34 (3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is annexed as
part of this Report along with the Certificate on its compliance.

Vigil Mechanism / Whistle Blower Policy

The Company established a whistle blower policy in order to
assure that the business is conducted with integrity and that
the Company's financial information is accurate.

Prevention of Insider Trading

As per SEBI (Prohibition of Insider Trading) Regulation, 2015,
the Company has adopted a Code of Conduct for Prevention of
Insider Trading. The Company has appointed Mr. T. Anjaneyulu,
Company Secretary as Compliance Officer, who is responsible
for setting forth procedures and implementation of the code
for trading in Company's securities.

During the year under review, there has been due compliance
with the said code of conduct for prevention of insider trading.

Statement of particulars of appointment and
remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration
of Managerial Personnel as per Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed to this Board's Report as
Annexure- 5.

Insurance

All properties and insurable interests of the Company have
been fully insured.

Internal Financial Controls

The company has in place adequate internal financial controls
with reference to financial statements. The Company maintains
all its records in SAP System and the work flow and approvals
are routed through SAP.

Names of Companies, which have become or ceased to
be Company's Subsidiaries, Joint Ventures or Associate
Companies during the year

During the year under review, the Company has floated a Joint
Venture in the name of Navictronics Private Limited, Hyderabad.

Change in the nature of business

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

Significant and material orders passed by the regulators
or courts or tribunals

There have been no significant material orders passed by the
Regulators or Courts or Tribunals which would impact the
going concern status of the company and its future operations.

During the year under review, no application was made or
any proceedings pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

Human Resources

The Industrial relations of the Company continued to be cordial
and harmonious during the year under review.

Environment, Health and Safety

The Company is committed to health and safety of its
employees, contractors and visitors. We are compliant with
all EHS Regulations stipulated under the Water (Prevention
and Control of Pollution) Act, The Air (Prevention and Control
of Pollution) Act, The Environment Protection Act and the
Factories Act and Rules made thereunder.

Prevention of Sexual Harassment

The Company has adopted policy on Prevention of Sexual
Harassment of Women at Workplace in accordance with the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

The Company has not received any complaints during the year.
The Company regularly conducts awareness programs for
its employees.

The following is a summary of sexual harassment complaints
received and disposed off during the year:

Constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013

The Company has constituted an Internal Complaints
Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has not received any complaints during the year.

Maternity Benefit Act:

The Company is in compliance with the provisions of Maternity
Benefit Act, 1961 and no compliant has been received by the
Company from any of the employee in this regard during the
year under review.

Compliance with Secretarial standards

The company has complied with Secretarial Standards issued
by the Institute of Company Secretaries of India.

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

In accordance with the requirements of Section 134 of the
Companies Act, 2013, statement showing the particulars

S.

No.

Particulars

Status of the No. of
complaints received
and disposed of

1.

Number of complaints on
Sexual harassment received

Nil

2.

Number of Complaints
disposed off during the year

Not Applicable

3.

Number of cases pending for
more than ninety days

Not Applicable

4.

Number of workshops or
awareness programme against
sexual harassment carried out

The Company regularly
conducts necessary
awareness programmes
for its employees

5.

Nature of action taken by the
employer or district officer

Not Applicable

relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo is annexed to this Board's
Report as
Annexure - 6.

Annual Return

Annual Return in Form MGT-7 is available on the Company's
website, the web link for the same is https://astramwp.com/
annual-return/

Risk Management

The Risk Management Committee consists of the following
Directors during the financial year 31st March, 2025:

Mr. S. Gurunatha Reddy, Chairman, Dr. Avinash Chander,
Dr. M.V. Reddy and Mrs. Kiran Dhingra, IAS (Retd.) as members
of the Committee.

The Committee had formulated a Risk Management Policy
for dealing with different kinds of risks which it faces in day-
to-day operations of the Company. Risk Management Policy
of the Company outlines different kinds of risks and risk
mitigating measures to be adopted by the Board. The Company
has adequate internal control systems and procedures to
combat risks.

In the opinion of the Board, there are no major elements of
risk which has the potential of threatening the existence of
the Company.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report (BRSR)
of your Company for the year ended March 31, 2025 forms part
of this Annual Report as required under Regulation 34(2)(f) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as
Annexure- 7 is available on the Company's
website, the web link for the same is https://astramwp.com/
annual-return/

Appreciation

The Board of Directors place on record sincere gratitude
and appreciation for all the employees of the Company. Our
consistent growth has been possible by their hard work,
solidarity, co-operation and dedication during the year.

The Board conveys its appreciation for its customers,
shareholders, suppliers, bankers, regulatory and government
authorities for their continued support.

For and on behalf of the Board of Directors
S. Gurunatha Reddy Dr. M.V. Reddy

Place: Hyderabad Managing Director Joint Managing Director

Date: August 13, 2025 DIN: 00003828 DIN: 00421401