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 |
March 31, 2024 |
|
(IND AS) |
(IND AS) |
| Total Revenue |
1,04,423.39 |
90,425.73 |
| Profit before |
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 |
March 31, 2024 |
|
(IND AS) |
(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 |
Rupees in Lakhs
Particulars |
March 31, 2025 |
March 31, 2024 |
|
(IND AS) |
(IND AS) |
| Profit after tax expense |
15,350.88 |
12,106.63 |
| Non-controlling interests |
0 |
0 |
Profit after tax expense after
non-controlling interests |
15,350.88 |
12,106.63 |
| Other comprehensive Income |
(223.49) |
(50.31) |
| Total Comprehensive Income |
15,127.39 |
12,056.32 |
| Add: Surplus at the beginning of the year |
58,648.08 |
48,119.43 |
| Less; Adjustment to the surplus at the
beginning of the year (IND AS 115 and others) |
0 |
0 |
Total available for appropriation |
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.
m Details of utilization of funds raised through Qualified
Institutional Placement:
The Company has not raised funds through public issues, rights
Placement issues, preferential issues, Qualified etc, during the financial year ended 31
March,
However, the proceeds from the QualifiedInstitutions Placement, raised
on 5th May 2023, were fully utilized during the first quarter (June 2024) of the financial
year ending 31 st 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 31 st 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 affir
Duringtheyearunderreview,theCRISILhasre-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.” 2025.
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 care
for 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 Company for that period; statements of the Company and all
its
iii) the Directors havetakenproperandsufficient 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 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 specifiedby 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 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 ofSection2(51)and203ofthe tion, reservation
or adverse 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
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 itdoesnotcontainany 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.
Mr.RahulRungta,CFO. 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 cially literateon the recommendation of the Audit
Committee, the cialBoard 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 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'. qualifica Board'sresponseonAuditor's or adverse remark or
disclaimer made
There are no 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.
AllmembersoftheAuditCommitteeare haveexperience.
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 year 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 reservations or adverse remarks 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 or courts or tribunals
There have been no significant
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:
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 |
Constitution of Internal Complaints Committee under the Sexual
andmaterialorderspassed bytheregulators Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has constitutedmaterial orders passed by the 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 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 31 st 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 |
|