Astral Ltd

Dear Shareholders,

Your directors have pleasure in presenting the 29^th Annual Report of your Company together with the Audited Statements of Accounts for the Year ended March 31, 2025.

The summary of Standalone and Consolidated Financial Results for the Year ended March 31, 2025:

During the year under review, the Board of Directors declared and paid Interim Dividend of 1.50/- (150%) per equity share. Further your directors have recommended a Final Dividend of 2.25/- (225%) per equity share for the financial year ended March 31, 2025 subject to approval of shareholders in the ensuing Annual General Meeting. With the above, the total dividend for the year under review would be 3.75/- (375%) per equity share. Interim Dividend Paid for the FY 2024-2025 along with the Final Dividend, if approved in the ensuing Annual General Meeting shall be about 1,007 Million.

The dividend recommended is in accordance with the Company's policy on dividend distribution. The said policy is available on the website of the Company as can be accessed at https://astralltd.com/wp-content/ uploads/2023/01/1668401922_policy_on_dividend_ distribution.pdf.

No amount is proposed to be transferred to the reserves during the year under review.

• Consolidated Revenue from Operations has increased by 3.39% from 56,414 Million to 58,324 Million.

• Consolidated EBIDTA has increased by 2.80% from

9,603 Million to 9,872 Million.

• Consolidated Profit Before Tax (before exceptional items) has decreased by 4.24% from 7,336 Million to

7,025 Million.

• Consolidated Profit After Tax has decreased by 4.89% from 5,456 Million to 5,189 Million.

• During the year under review, your Company has increased its installed capacity of plumbing business by 14.34% from 3,34,040 MT to 3,81,957 MT and Sales Volume has increased from 2,19,590 MT to 2,27,090 MT.

• During the year under review, your Company has incurred capital expenditure to the tune of 6,177 Million towards plant & machineries, factory building and other capital expenditure.

As part of the Company's strategy to expand its product portfolio and enter into new high-growth market segments, the Board of Directors, in its meeting held on April 17, 2025, approved the acquisition of 100% equity share of Al-Aziz Plastics Private Limited. The acquisition was completed on May 5, 2025 making Al-Aziz Plastics Private Limited a wholly-owned subsidiary of the Company.

The Company is operating in 9 high growth categories defined namely:

1) Pipes and Fittings

2) Water tanks

3) Adhesives and Sealants

4) Construction Chemicals

5) Bathware

6) Paints

7) Specialized Valves

8) Infrastructure

9) Specialized Fittings

Company has won India's most trusted pipe brand 2025 and also Launch OPVC PRO Product & STP PRO Product.

During the year 2024-25, your Company has been awarded with:

- India Green Manufacturing Challenge award for Dahej and Santej Units

- Consumer Validated Super brands 2025 for Astral Pipes

- Consumer Validated Super brands 2025 for Astral BondTite

- ISI Certification received for Astral OPVC Pro Pipes

- IS 16534 Certification of Astral Fire Pro – BIS

As at March 31, 2025, your Company has 3 (Three) direct subsidiaries namely Seal IT Services Limited (UK), Astral Foundation and Astral Coatings Private Limited (formerly known as Gem Paints Private Limited and incorporated as Esha Paints Private Limited), and 2 (Two) step down subsidiaries namely Seal IT Services Inc. (USA) and SISL (Bond It) Ireland Limited (Ireland) and 1 (One) joint venture company namely Astral Pipes Limited (Kenya).

The Company does not have any change in Associate or Joint Venture at the end of the year.

The highlights of performance of subsidiaries of your Company have been discussed and disclosed under the Management Discussion and Analysis Section of the Annual Report. The statement containing salient features of the financial statement of each subsidiary/joint venture company including contribution of each subsidiary/ joint venture company to the overall performance of the company and in terms of the revenue and profit in the prescribed format Form AOC-1 as per Companies (Accounts) Rules, 2014 is attached to the financial statements of the Company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and audited accounts of each of the subsidiary are available on https://www. astralltd.com/wp-content/uploads/2025/07/Financial-Subsidiaries-2024-25-1.pdf These documents will also be available for inspection during working hours at the registered office of your Company at Ahmedabad, Gujarat. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

The Company has formulated policy for determining "Material Subsidiaries". The said policy can be accessed at https://www.astralltd.com/wp-content/ uploads/2023/01/1668401356_material_subsidiary_policy. pdf

Further, during the year under review, the Company's paid-up equity share capital increased from 26,86,27,009/- to

26,86,34,727/- upon allotment of 7,718 equity shares under Employee Stock Option Scheme.

The Consolidated Financial Statements of your Company prepared in accordance with the provisions of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("SEBI Listing Regulations") and applicable Accounting Standards issued by the Institute of Chartered Accountants of India form part of this Annual Report.

Management Discussion and Analysis Report prepared pursuant to part B of Schedule V read with Regulation 34(3) of SEBI Listing Regulations forms part this Directors' Report.

Corporate Governance Report prepared pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors' Report.

A Separate report on Corporate Governance along with Certificate from Mrs. Monica Kanuga (FCS: 3868, CP Number: 2125) Practicing Company Secretary, on Compliance with conditions of Corporate Governance as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as a part of this Annual report.

During the year under review, your Company has complied with the applicable provisions of Secretarial Standard - 1 of Board Meetings and Secretarial Standard – 2 of Annual General Meeting issued by the Institute of Company Secretaries of India.

Your Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Whistle blower policy of the Company has been uploaded on the website of the Company and can be accessed at https://www.astralltd.com/wp-content/ uploads/2025/01/Whistle-Blower-Policy.pdf.

Pursuant the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted (1) ‘'Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" ("Fair Disclosure Code") incorporating a policy for determination of "Legitimate Purposes" as per Regulation 8 and Schedule A to the said regulations and (2) "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons" as per Regulation 9 and Schedule B to the said regulations.

Business Responsibility and Sustainability Report prepared pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors' Report.

Your Company's manufacturing facilities, properties, equipment and stocks are adequately insured against all major risks. The Company has also taken Directors' and Officers' Liability Insurance Policy to provide coverage against the liabilities arising on them.

Your Company has not accepted any Public Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed there under.

Astral, a market leader in CPVC and PVC plumbing systems for residential and industrial applications, continues to dominate the domestic piping industry while aggressively diversifying its portfolio. Building on its leadership in pipes, adhesives, sealants, infrastructure products, and water tanks, the Company has strategically resolved to enter the paints, faucets, and sanitaryware segments also. This initiative aligns with its vision to evolve into a comprehensive home-building materials solutions provider, catering to end-to-end construction needs. Supported by its robust R & D capabilities, pan-India distribution network, and global subsidiaries, Astral aims to leverage cross-segment synergies, enhance customer value, and capture growth in underserved markets.

There have been no material changes or commitments that have ayected the financial position of the Company between the end of Financial Year 2025 and the date of this report.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to formulate annual action plan in pursuance of CSR policy and review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually. CSR policy of the Company, inter alia, provides for CSR vision of the Company including proposed CSR activities and its implementation, monitoring and reporting framework.

Projects approved by the board are disclosed on the website of the company https://www.astralltd.com/wp-content/uploads/2023/01/1668401244_csr_policy.pdf.

During the year under review, your Company has spent

129.00 Million i.e., 2% of average net profit of last three financial years on CSR activities as per applicable statutory provisions.

Annual Report on CSR activities carried out by the Company during FY 2024-25 is enclosed as Annexure – A to this report.

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, your Directors hereby confirm the following: a) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed; b) The directors have selected such accounting policies and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of ayairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c) The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The directors have prepared the annual accounts on a going concern basis; e) The directors have laid down internal financial controls, which are adequate and operating eyectively; f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating eyectively.

SRBC & CO. LLP, Chartered Accountants were reappointed as Auditors of your Company for a Second term of five years at the Annual General Meeting held on August 29, 2022. The Auditors had confirmed that they are not disqualified from being re-appointed as Statutory Auditors of the Company.

The notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, (including any statutory modifications and re-enactments thereof), your Company has maintained cost records in respect of plastic and polymers activity and adhesive solution and the same is required to be audited. Your directors have, on the recommendation of the Audit Committee, appointed M/s V. H. Savaliya & Associates, Cost Accountants to audit the cost accounts of your Company for the financial year 2025-26. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their rati_cation. Accordingly, a resolution seeking members' rati_cation for the remuneration payable to M/s V. H. Savaliya & Associates is included in the Notice convening the ensuing Annual General Meeting.

Cost Audit Report for the Financial year 2024-25 will be submitted to the Central Government in due course.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors was appointed Mrs. Monica Kanuga, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for FY 2024-25. Secretarial Audit Report for FY 2024-25 is enclosed as Annexure – B1 to this report.

As per regulation 24A of SEBI Listing Regulations as amended from time to time, your Company's unlisted material subsidiary viz. Astral Coatings Private Limited (formerly known as Gem Paints Private Limited and incorporated as Esha Paints Private Limited) has undertaken Secretarial Audit for FY 2024-25. Copy of its Secretarial Audit Report is enclosed as Annexure - B2.

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved the appointment and remuneration of Mrs. Monica Kanuga, Practicing Company Secretary (Membership No.: F3868 and Peer review No. 1039/2020), as the Secretarial Auditor of the Company for a term of five (5) consecutive years, eyective from April 1, 2025 till March 31, 2030. The Board has recommended her appointment for approval of the Members at the ensuing Annual General Meeting.

The Secretarial Audit Report of your Company and Astral Coatings Private Limited does not contain any qualification, reservation or adverse remark.

The Risk Management Policy of your Company provides for the proactive identification and prioritization of risks based on the scanning of the external environment and continuous monitoring of internal risk factors. Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly.

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Company's operations in future.

The Board carried out an annual performance evaluation of its own performance and that of its committees and independent directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors in a Separate Meeting held on January 30, 2025. The exercise of performance evaluation was carried out through a structured evaluation process covering various criteria as recommended by the Nomination and Remuneration Committee. Based on performance of the board as a whole and its committees were proactive, eyective and contributing to the goals of the Company.

Pursuant to the provisions of Section 188 of Companies Act, 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arm's length basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Accordingly, information in form AOC-2 is not annexed.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and the same can be accessed at https://www.astralltd.com/wp-content/uploads/2022/12/Related-Party-Transactions-Policy_21.05.2025.pdf The details of the transactions with Related Party are provided in the accompanying financial statements.

The Board of Directors met 4 (four) times during the year under review. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

During the year under review, on recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its Meeting held on May 17, 2024 approved re-appointment of Mrs. Jagruti Engineer as Whole Time Director for a further period of five consecutive years from April 1, 2025 and reappointment of Mr. C K Gopal as an Independent Director of the Company for a further period of five years w.e.f. February 11, 2025 and Mr. Viral Jhaveri as an Independent Director of the Company for a further period of five years w.e.f. October 24, 2024. The Shareholders have already approved their appointment in the previous Annual General Meeting.

During the year under review, pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kairav Engineer, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, oyers himself for re-appointment.

The requisite particulars in respect of Directors seeking appointment/re-appointment are given in Notice convening the Annual General Meeting.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report.

Your Company has received necessary declaration from each independent director under the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Ayairs (‘IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

During the year under review, there was no change in Key Managerial Personnel except resignation of Mr. Manan Bhavsar as Company Secretary w.e.f. September 30, 2024 and appointment of Mr. Chintankumar Patel as a Company Secretary w.e.f. November 7, 2024.

The Board of Directors has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. Salient features of Nomination and Remuneration Policy have been disclosed in Corporate Governance Report. The same is available on the website of the company at https://www.astralltd.com/wp-content/uploads/2023/01/1668401393_nomination_and_ remuneration_policy.pdf

With an objective of strengthen the governance standards and to comply with the applicable statutory provisions, the Board has constituted various committees. Details of such Committees constituted by the Board are given in the Corporate Governance Report, which forms part of this Annual Report.

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

Your Company has zero tolerance towards sexual harassment at the workplace and have a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the year under review, there were no cases filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2025 is available on the Company's website at https:// www.astralltd.com/wp-content/uploads/2025/07/ doc09229920250701164024.pdf

Your Company approved formulation of Employee Stock Option Scheme (‘ESOS') viz. Astral Employee Stock Option Scheme 2015 (Astral ESOS 2015) in October 2015 which was further amended vide shareholders resolution passed in 24^th Annual General Meeting held on August 21, 2020. The said scheme is administered by the Nomination and Remuneration Committee for the benefit of the employees of the Company. During the year under review, an aggregate of 7718 stock options at an exercise price of

22.50/- per share were granted to eligible employees.

There is no material change in Astral ESOS 2015 during the year under review and the Scheme is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The certificate of Secretarial Auditor regarding implementation of Scheme shall be made available for inspection of members in electronic mode at AGM. The disclosures as required under Regulation 14 of the said regulations have been placed on the investor relation page of the website of the Company at https://www. astralltd.com/wp-content/uploads/2022/12/ESOS-SEBI-Disclosure-2024.pdf

A statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - C to this report.

The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information is available for inspection by the Members at the Registered Office of the company during business hours on working days of the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the Registered Office of the Company or e-mail to co@astralltd.com.

The particulars under Section 134(3)(m) of the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the Companies (Accounts) Rules, 2014 are provided in the Annexure - D to the Report.

The Board of Directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions or applicability pertaining to these matters during the year under review: i) Issue of equity shares with diyerential rights as to dividend, voting or otherwise. ii) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. iii) Payment of remuneration or commission from any of its subsidiary companies to the Managing Director of the Company. iv) Change in the nature of business of the Company. v) Issue of debentures/bonds/warrants/any other convertible securities. vi) Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016. vii) Instance of one-time settlement with any Bank or Financial Institution.

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

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted eyorts of the employees have enabled your Company to remain at the forefront of the industry. Your directors place on records their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of your Company. Your directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government Departments, their Local Authorities and other agencies working with the Company for their guidance and support.