Your directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Statements of Accounts for the Year ended March 31, 2026.
1. FINANCIAL HIGHLIGHTS
The summary of Standalone and Consolidated Financial Results for the Year ended March 31, 2026:
|
Particulars
|
Standalone
|
Consolidated
|
| |
FY 25-26 |
|
FY 24-25
|
FY 25-26 |
|
FY 24-25
|
|
Income from Operations (Net)
|
59,076
|
52,959
|
65,686
|
58,324
|
|
Other Income
|
584
|
444
|
473
|
413
|
|
Total Expenditure
|
48,462
|
43,588
|
55,067
|
48,865
|
|
Profit Before Depreciation, Interest and Tax
|
11,198
|
9,815
|
11,092
|
9,872
|
|
Finance Cost
|
519
|
306
|
644
|
413
|
|
Depreciation and Amortization Expense
|
2,256
|
1,922
|
2,916
|
2,434
|
|
Profit Before Exceptional Item & Tax
|
8,423
|
7,587
|
7,532
|
7,025
|
|
Exceptional Items
|
185
|
-
|
226
|
-
|
|
Share of profit/(loss) of Joint Venture
|
-
|
-
|
-
|
-
|
|
Profit Before Tax
|
8,238
|
7,587
|
7,306
|
7,025
|
|
Tax Expense
|
2,128
|
1,924
|
1,959
|
1,836
|
|
Profit for the Year
|
6,110
|
5,663
|
5,347
|
5,189
|
|
Profit from Discontinued operation
|
-
|
-
|
-
|
-
|
|
Net Profit for the Year
|
6,110
|
5,663
|
5,347
|
5,189
|
|
Add: Other Comprehensive Income (net of tax) - Continuing Operations
|
-
|
(14)
|
101
|
42
|
|
Add: Other Comprehensive Income (net of tax) - Discontinuing Operations
|
-
|
-
|
-
|
-
|
|
Total Comprehensive Income
|
6,110
|
5,649
|
5,448
|
5,231
|
|
Less: Currency Translation (Loss)/Gain
|
-
|
-
|
97
|
58
|
|
Total
|
6,110
|
5,649
|
5,351
|
5,173
|
|
Attributable to:
|
|
|
|
Non- Controlling Interest
|
-
|
-
|
(15)
|
(47)
|
|
Shareholders of the Company
|
6,110
|
5,649
|
5,366
|
5,220
|
|
Surplus in Statement of Profit & Loss brought forward
|
31,287
|
26,645
|
31,378
|
27,165
|
|
Less: Consequent to Acquisition of Non-Controlling interest in Astral Chemie Limited (Formerly Known as Astral Coatings Private Limited), India and Seal It Services Limited, UK
|
|
|
66
|
|
|
Amount Available for Appropriation
|
37,397
|
32,294
|
36,678
|
32,385
|
|
Payment of Dividend (Including tax on dividend)
|
1,007
|
1,007
|
1,007
|
1,007
|
|
Balance Carried to Balance Sheet
|
36,390
|
31,287
|
35,671
|
31,378
|
2. DIVIDEND
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 ' 2.50/- (250%) per equity share for the financial year ended March 31, 2026 subject to approval of shareholders in the ensuing Annual General Meeting. With the above, the total dividend for the year under review would be ' 4.00/- (400%) per equity share. Interim Dividend Paid for the FY 2025-2026 along with the Final Dividend, if approved in the ensuing Annual General Meeting shall be about ' 1,074 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 athttps://www.astralltd.com/wp-content/ uploads/2023/01/1668401922 policy on dividend distribution.pdf.
3. TRANSFER TO RESERVES
No amount is proposed to be transferred to the reserves during the year under review.
4. CONSOLIDATED FINANCIAL AND OPERATIONAL PERFORMANCE
• Consolidated Revenue from Operations has increased by 12.62% from ' 58,324 million to ' 65,686 million.
• Consolidated EBITDA has increased by 12.36% from ' 9,872 million to '11,092 million.
• Consolidated Profit Before Tax (before exceptional items) has increased by 7.22% from ' 7,025 million to ' 7,532 million.
• Consolidated Profit After Tax has increased by 3.04% from ' 5,189 million to ' 5,347 million.
5. OPERATIONAL PERFORMANCE AND CAPITAL EXPENDITURE
• During the year under review, your Company has increased its installed capacity of plumbing business by 9.34% from 3,81,957 MT to 4,17,645 MT and Sales Volume has increased from 2,27,090 MT to 2,63,026 MT.
• During the year under review, your Company has incurred capital expenditure to the tune of ' 3,284 million towards plant & machineries, factory building and other capital expenditure.
6. ACQUISITIONS AND INCREASE IN SHAREHOLDING IN SUBSIDIARIES
During the financial year ended March 31, 2026, the Company undertook strategic acquisitions and increased its ownership in certain subsidiaries with a view to strengthening its business portfolio, enhancing operational efficiencies, and creating long-term value for stakeholders.
The Board of Directors of the company on April 17, 2025, approved the acquisition of 100% equity shares of Al-Aziz
Plastics Private Limited, which is expected to strengthen the Company's presence in the plastic pipes and fittings segment through product portfolio diversification and additional manufacturing capacities. Further, on August 11, 2025, the Board of Directors of the Company approved the acquisition of 80% equity shares of Nexelon Chem Private Limited. This acquisition marks a strategic backward integration initiative, enabling the Company to manufacture CPVC resin, a key raw material used in its operations, thereby supporting cost optimization, supply chain efficiency, and margin enhancement.
During the year under review, the Board of Directors, at its meetings held on September 4, 2025 and September 10, 2025, approved the acquisition of the remaining 5% equity stake in Seal It Services Limited, UK and 20% equity stake in Astral Chemie Limited (formerly known as Astral Coatings Private Limited), respectively. Pursuant to these acquisitions, both entities became wholly owned subsidiaries of the Company.
These acquisitions and investments are aligned with the Company's long-term growth strategy and are expected to enhance business synergies, strengthen market positioning, improve operational integration, and contribute to sustainable value creation for all stakeholders.
7. SUBSIDIARY/JOINT VENTURE COMPANIES
As at March 31, 2026, your Company has 5 (Five) direct subsidiaries namely Seal It Services Limited (UK), Astral Foundation, Astral Chemie Limited (formerly known as Astral Coatings Private Limited), Al-Aziz Plastics Private Limited and Nexelon Chem 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 onhttps://www. astralltd.com/wp-content/uploads/2026/07/Subsidiary- Financial-Statements-FY-25-26.pdf. Thesedocuments 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/2022/12/Material- Subsidiary-Policy.pdf.
8. CHANGES IN SHARE CAPITAL Authorised Capital
The Authorised Capital of the Company is ' 50,00,00,000 divided into 50,00,00,000 Equity Shares of ' 1 each.
Issued, Subscribed and Paid-up Capital
During the year under review, the issued, subscribed and paid-up equity share capital of the Company increased from ' 26,86,34,727/- comprising of 26,86,34,727 equity shares of ' 1 each to ' 26,86,50,163/- comprising of 26,86,50,163 equity shares of ' 1 each due to allotment of 15,436 equity shares of ' 1 each upon exercise of stock options vested under Astral Employee Stock Option Scheme 2015.
Except as mentioned above, the Company had neither issued any other shares or instruments convertible into equity shares of the Company or with differential voting rights nor has it granted any sweat equity.
9. CONSOLIDATED FINANCIAL
STATEMENTS
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.
10. MANAGEMENT DISCUSSION AND ANALYSIS 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 of this Annual Report.
11. CORPORATE GOVERNANCE
Corporate Governance Report prepared pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual 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.
12. SECRETARIAL STANDARDS
During the year under review, The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government.
13. VIGIL MECHANISM
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 athttps://www.astralltd.com/wp-content/ uploads/2022/12/Vigil-Mechanism-Whistle-Blower-Policy March-2026.pdf
14. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION
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.
15. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
Business Responsibility and Sustainability Report prepared pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.
16. INSURANCE
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.
17. PUBLIC DEPOSITS
Your Company has not accepted any Public Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed there under.
18. STATE OF COMPANY AFFAIRS
During the financial year 2025-26, Astral Limited continued to strengthen its position as one of India's leading manufacturers of building materials and plumbing solutions. The Company maintained its leadership in the CPVC and PVC piping systems segment while further expanding its presence across adhesives, sealants, paints, water storage solutions, faucets, sanitaryware and allied building material products. The Company's extensive distribution network, strong brand equity, continuous focus on innovation and customer-centric approach enabled it to strengthen its market presence across domestic and international markets.
The Company remains focused on innovation-led growth and continues to invest in research and development to deliver technologically advanced, high-quality and sustainable products. Its dedicated R&D initiatives support new product development, process improvements, quality enhancement, import substitution and cost optimization across business segments. The Company's emphasis on innovation enables it to address evolving customer requirements, strengthen its competitive advantage and create differentiated offerings across its product portfolio.
With a diversified product portfolio, strong distribution reach, continuous investments in capacity expansion, research and development, innovation and strategic acquisitions, the Company remains well positioned to capitalize on opportunities arising from growth in the housing, infrastructure and construction sectors. Astral continues to focus on sustainable growth, operational excellence and long-term value creation for all its stakeholders.
19. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There have been no material changes or commitments that have affected the financial position of the Company between March 31, 2026 and the date of this Report.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
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.
21. CORPORATE SOCIAL RESPONSIBILITY
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 companyhttps://www.astralltd.com/wp-content/ uploads/2022/12/CSR-Policy.pdf
During the year under review, your Company has spent ' 137.88 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 2025-26 is enclosed as Annexure - A to this report.
22. DIRECTORS’ RESPONSIBILITY STATEMENT
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, 2026, 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 affairs 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 effectively;
f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
23. AUDITORS Statutory Auditor
SRBC & CO. LLP, Chartered Accountants, (Firm Registration number 324982E/E-300003) were appointed for the second term as Statutory Auditors of the Company at the AGM held on August 29, 2022, to hold office from the conclusion of 26th AGM till the conclusion of the 31st AGM to be held in the year 2027.
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.
Cost Auditors
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 as specified by the Central Government under subsection (1) of section 148 of the Act. 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 2026-27. 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 ratification. Accordingly, a resolution seeking members' ratification for the remuneration payable to M/s V. H. Savaliya & Associates is included in the Notice convening the ensuing Annual General Meeting.
The Cost accounts and records as required to be maintained under Section 148 (1) of the Act are duly made and maintained by the Company.
Secretarial Audit
Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the Annual General Meeting held on August 25, 2025, approved the appointment of Mrs. Monica Kanuga, Company Secretary in Practice (FCS No. 3868, Certificate of Practice No. 2125), as the Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from April 1, 2025 until March 31, 2030.
Secretarial Audit Report for FY 2025-26 is enclosed as Annexure - B1 to this report.
Pursuant to the provisions of the Companies Act, 2013, Astral Chemie Limited (Formerly Known as Astral Coatings Private Limited), a subsidiary of the Company, has undertaken Secretarial Audit for the financial year ended March 31, 2026. While Astral Chemie Limited (Formerly Known as Astral Coatings Private Limited) is not a material subsidiary of the Company within the meaning of the SEBI Listing Regulations, as amended, the Board has voluntarily included the Secretarial Audit Report of the subsidiary in this Annual Report as a measure of enhanced transparency and in furtherance of the Company's commitment to high standards of corporate governance and compliance across its group entities. The Secretarial Audit Report of Astral Chemie Limited (Formerly known as Astral Coatings Private Limited) forms part of this Report as Annexure - B2.
The Secretarial Audit Report of your Company and Astral Chemie Limited (Formerly known as Astral Coatings Private Limited) does not contain any qualification, reservation or adverse remark.
24. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL
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.
25. SIGNIFICANT AND MATERIAL ORDERS
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.
26. BOARD PERFORMANCE EVALUATION
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 February 5, 2026.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 the evaluation, the Board and its Committees were found to be effective, proactive and contributing positively towards achievement of the Company's objectives.
27. RELATED PARTY TRANSACTIONS
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 athttps://www.astralltd.com/wp-content/ uploads/2022/12/Related-Partv-Transactions-Policv.pdf The details of the transactions with Related Party are provided in the accompanying financial statements.
28. BOARD MEETINGS
The Board of Directors met 8 (Eight) times during the year under review. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.
29. BOARD OF DIRECTORS Appointment, Re-Appointment and Resignation of Directors during FY 2025-26
During the year under review, pursuant to the recommendation of the Nomination and Remuneration Committee and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board of Directors, at its meeting held on May 21, 2025, approved the re-appointment of
Mr. Girish Joshi as Whole-time Director for a further term of four years with effect from April 1, 2026. The Board also approved the appointment of Mr. Rajendra Mariwala and Mrs. Tanvi Rangwala as Independent Directors for a term of five consecutive years with effect from July 15, 2025. The Members of the Company approved the aforesaid re-appointment and appointments at the last Annual General Meeting. The Company has received the requisite declarations from the Independent Directors confirming their independence in terms of the Companies Act, 2013 and the SEBI Listing Regulations.
During the year under review, pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Hiranand Savlani, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
Mrs. Kaushal Nakrani (DIN: 08405226), Independent Director of the Company, tendered her resignation from the Board and consequently ceased to be an Independent Director of the Company with effect from September 16, 2025. The Board places on record its sincere appreciation for the valuable guidance, support, and significant contributions made by Mrs. Nakrani during her association with the Company.
Independent Director Declaration
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 Affairs ('IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
Declaration for non-disqualification
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.
30. CHANGES IN KEY MANAGERIAL PERSONNEL
During the year under review, there was no change in Key Managerial Personnel.
31. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
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 athttps://www. astralltd.com/wp-content/uploads/2023/01/1668401393 nomination and remuneration policy.pdf
32. COMMITTEES OF BOARD
With the objective of strengthening 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.
33. REPORTING OF FRAUD
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.
34. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013
Your Company has zero tolerance towards sexual harassment at the workplace and has adopted 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.
35. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Company's website athttps://www.astralltd.com/wp- content/uploads/2026/07/doc12043620260706112004. pdf.
36. EMPLOYEES STOCK OPTION SCHEME
The Company has implemented Employee Stock Option Scheme ('ESOS') viz. Astral Employee Stock Option Scheme 2015 (Astral ESOS 2015) pursuant to the resolutions passed by the Company through postal ballot dated October 21, 2025. Subsequently, which was further amended vide shareholders resolution passed in 24th Annual General Meeting held on August 21, 2020. During the year under review, the Company has allotted 15,436 equity shares against the exercise of ESOPs granted and vested to the eligible employees under Astral ESOS 2015. The allotted shares have also been listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
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 is available on the Company's website at: https://www.astralltd.com/wp- content/uploads/2022/12/ESOS-SEBI-Disclosure-2.pdf.
37. PARTICULARS OF EMPLOYEES
The information containing details of employees as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure - C attached 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.
38. MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including amendments and rules framed thereunder, to the extent applicable.
39. DISCLOSURE WITH RESPECTTO CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
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.
40. OTHER DISCLOSURES
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 differential 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.
41. ACKNOWLEDGMENT
Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. Your directors place on record 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.
On behalf of the Board of Directors
Sandeep Engineer
Chairman & Managing Director DIN:00067112
Place: Ahmedabad Date: May 18, 2026
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