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You can view full text of the latest Director's Report for the company.

BSE: 532830ISIN: INE006I01046INDUSTRY: Plastics - Pipes & Fittings

BSE   ` 1592.00   Open: 1492.60   Today's Range 1492.60
1599.00
+133.05 (+ 8.36 %) Prev Close: 1458.95 52 Week Range 1262.75
1767.95
Year End :2026-03 

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 at
https://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 on
https://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 at
https://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 company
https://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 at
https://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 at
https://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 at
https://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